Severance and Change of Control Payments Sample Clauses

Severance and Change of Control Payments. Promptly following ---------------------------------------- the Closing, the Company shall make full and prompt payment of all severance and/or change of control payments due pursuant to the terms of all applicable severance agreements and/or change of control agreements listed on Section 4.11(k) of the Company Disclosure Schedule to each individual who (i) has such a severance agreement and/or change of control agreement with the Company or a Company Subsidiary, (ii) is an employee of the Company or a Company Subsidiary immediately prior to the Closing Date and (iii) is entitled to a severance and/or change of control payment pursuant to the terms of his or her respective severance agreement and/or change of control agreement.
Sample 1
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Severance and Change of Control Payments. Pursuant to Xx. Xxxxxxxxx’x employment agreement, if the Company terminates Xx. Xxxxxxxxx’x employment other than “for cause” or Xx. Xxxxxxxxx terminates his employment due to a “constructive discharge” (each as defined in his employment agreement), subject to Xx. Xxxxxxxxx’x signing of a general release, Xx. Xxxxxxxxx will receive a severance payment equal to (i) six months’ base salary, if such termination occurs during the first twelve months of his employment, or (ii) twelve months’ base salary if such termination occurs following the first twelve months of his employment, and, in either instance, health care insurance coverage for one year. Pursuant to Xx. Xxxxxxxxxxx’x employment offer, in the event that Xx. Xxxxxxxxxxx’x employment with the Company is terminated as a result of a “change of control,” as is defined in the Company’s 2009 incentive plan, he will be entitled to receive a severance payment equal to twelve months of his base salary, continuation of health benefits for a period of twelve months, and the unvested portion of his stock option grants immediately shall vest in full. Separately, in the event his employment is terminated by the Company for reasons other than cause, Xx. Xxxxxxxxxxx will be entitled to receive a severance payment equal to six months of his base salary plus continuation of health benefits for a period of six months. Pursuant to Xx. Xxxxxxxxx’x employment offer, in the event that Xx. Xxxxxxxxx’x employment with the Company is terminated as a result of a “change of control”, as is defined in the Company’s 2009 incentive plan, he will be entitled to receive a severance payment equal to six months of his base salary and the unvested portion of his stock option grants shall immediately vest in full. Pursuant to Xx. Xxxx Xxxxxxxxx’s employment agreement dated January 1, 2010, in the event that the Company terminates Xx. Xxxxxxxxx’x employment without “cause” or in connection with a “change in control” (each as defined in the employment agreement), then upon such termination, the Company is obligated to pay to Xx. Xxxxxxxxx as xxxxxxxxx an amount equal to six months of his current base salary.
Sample 1
Severance and Change of Control Payments. Promptly following the Closing, the Surviving Corporation shall make full and prompt payment of all severance and/or change of control payments due pursuant to the terms of all applicable severance agreements and/or change of control agreements listed on Section 4.10(j) of the Company Disclosure Letter to each applicable individual.
Sample 1
Severance and Change of Control Payments. In satisfaction of all other severance, payments and benefits the Executive would otherwise be entitled to receive under Section 3.4 of the Employment Agreement or otherwise as a result of any termination of his employment (a) subsequent to a Change of Control caused by the Merger, (b) by the Executive for Good Reason or (c) upon termination of his employment with the Company or Best Buy or termination of the Employment Agreement or the Post Merger Employment Agreement at any time in the future, whether with or without Cause and whether or not for Good Reason, the Company shall pay, and the Executive agrees to accept, the following amounts: Salary Continuation $ 759,000 Annual Incentive 303,600 Long-Term Incentive 250,470 Deferred portion of 1998 and 1999 Annual Incentive, including EPS growth amounts attributable to such deferred portions 205,130 Supplemental Retirement Benefit 2,796,718 TOTAL $ 4,314,918 The Company shall pay this amount (subject to normal withholding) to the Executive in cash prior to December 30, 2000. The parties hereto acknowledge and agree that all stock options granted to Executive shall vest and become exercisable on the day that Merger Sub accepts for payment and makes payment for shares of Company Common Stock in the Offer.
Sample 1
Severance and Change of Control Payments. In satisfaction of all other severance, payments and benefits the Executive would otherwise be entitled to receive under Section 3.4 of the Employment Agreement or otherwise as a result of the termination of his employment (a) subsequent to a Change of Control caused by the Merger or (b) by the Executive for Good Reason as provided in Section 1 hereof, the Company shall pay, and the Executive shall accept, the following amounts: Salary Continuation $ 2,145,000 Annual Incentive 3,000,672 Long-Term Incentive 1,563,375 Deferred portion of 1998 and 1999 Annual Incentive, including EPS growth amounts attributable to such deferred portions 542,080 Supplemental Retirement Benefit 9,527,586 TOTAL $ 16,778,713 The Company shall pay this amount (subject to normal withholding) to the Executive in cash prior to December 30, 2000. The parties hereto acknowledge and agree that all stock options granted to Executive shall vest and become exercisable on the day that Merger Sub accepts for payment and makes payment for shares of Company Common Stock in the Offer.
Sample 1
Severance and Change of Control Payments 
Sample 1

Related to Severance and Change of Control Payments

  • Change of Control Payments 26 3.19 Statements; Proxy Statement/Prospectus................................ 26 3.20

  • Change in Control Payments The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • Change of Control Benefits (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

  • Change in Control Payment The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control.

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change of Control Severance In addition to the rights of the Employee under the Company's employee benefit plans (paragraphs C of Section 3 above) but in lieu of any severance payment under paragraph F of this Section 4 above, if there is a Change in Control of the Company (as defined below) and the employment of the Employee is concurrently or subsequently terminated (a) by the Company without cause, (b) by the expiration of the Term of this Employment Agreement, or (c) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, that a material adverse change in his working conditions has occurred, that his services are no longer required in light of the Company's business plan, or the Company has breached this Employment Agreement, the Company shall pay the Employee, as a severance payment, at the time of such termination, the amount of Six Hundred Fifty Thousand Dollars ($650,000) together with the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of termination and shall provide him with all of this benefits under paragraph C of Section 3 above for the longer of six (6) months or the full unexpired Term of this Employment Agreement. If any such termination occurs at or after the substantial completion of the liquidation of the assets of the Company, the severance payment shall be increased by adding Eighty-One Thousand Two Hundred Fifty Dollars ($81,250) to such amount. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. For the purpose of this Employment Agreement, a Change in Control of the Company has occurred when: (a) any person (defined for the purposes of this paragraph G to mean any person within the meaning of Section 13 (d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than Neoprobe or an employee benefit plan created by its Board of Directors for the benefit of its employees, either directly or indirectly, acquires beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by Neoprobe having fifteen percent (15%) or more of the voting power of all the voting securities issued by Neoprobe in the election of Directors at the next meeting of the holders of voting securities to be held for such purpose; (b) a majority of the Directors elected at any meeting of the holders of voting securities of Neoprobe are persons who were not nominated for such election by the Board of Directors or a duly constituted committee of the Board of Directors having authority in such matters; (c) the stockholders of Neoprobe approve a merger or consolidation of Neoprobe with another person other than a merger or consolidation in which the holders of Neoprobe's voting securities issued and outstanding immediately before such merger or consolidation continue to hold voting securities in the surviving or resulting corporation (in the same relative proportions to each other as existed before such event) comprising eighty percent (80%) or more of the voting power for all purposes of the surviving or resulting corporation; or (d) the stockholders of Neoprobe approve a transfer of substantially all of the assets of Neoprobe to another person other than a transfer to a transferee, eighty percent (80%) or more of the voting power of which is owned or controlled by Neoprobe or by the holders of Neoprobe's voting securities issued and outstanding immediately before such transfer in the same relative proportions to each other as existed before such event. The parties hereto agree that for the purpose of determining the time when a Change of Control has occurred that if any transaction results from a definite proposal that was made before the end of the Term of this Employment Agreement but which continued until after the end of the Term of this Employment Agreement and such transaction is consummated after the end of the Term of this Employment Agreement, such transaction shall be deemed to have occurred when the definite proposal was made for the purposes of the first sentence of this paragraph G of this Section 4.

  • Change of Control Payment “Change of Control Payment” is defined in Section 3.9(a)(vii) of the Agreement.

  • Severance Amount If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance:

  • Limitation on Change in Control Payments Notwithstanding anything in this Section 3.3 to the contrary, if, with respect to the Optionee, the acceleration of the vesting of this Option as provided above (which acceleration could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments that the Optionee has the right to receive from the Company or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), the payments to the Optionee stated herein will be reduced to the largest amount that will result in no portion of the payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if the Optionee is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Optionee will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 3.3(b) will not apply, and any payments to the Optionee under Section 3.3(a) of this Agreement will be treated as payments arising under such separate agreement.

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