Common use of Severance Payments Clause in Contracts

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the “Severance Payments”) upon the termination of the Executive’s employment following a Change in Control and during the term of this Agreement (in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of “Potential Change in Control”.

Appears in 12 contracts

Samples: Agreement (Inspire Pharmaceuticals Inc), Agreement (Inspire Pharmaceuticals Inc), Agreement (Inspire Pharmaceuticals Inc)

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Severance Payments. 6.1. The 6.1 If the Executive’s employment is terminated either during the Initial Term or otherwise following a Change in Control and within two (2) years after a Change in Control (provided that such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code), in either event other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the payments amounts, and provide the Executive the benefits, described in this Section 6.1 (the “Severance Payments”) upon the termination of the Executive’s employment following a Change in Control and during the term of this Agreement (Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control Reason, if (i) the Executive’s employment is terminated by the Company without Cause prior to a Change in Control which actually occurs during the term of this Agreement (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, or (ii) the Executive terminates his employment with for Good Reason prior to a Change in Control which actually occurs during the term of this Agreement (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person. For purposes of any determination regarding the applicability of the immediately preceding sentence, (iii) the Executive’s employment is terminated by the Company without Cause or any position taken by the Executive for Good Reason prior shall be presumed to a Change in Control be correct unless the Company establishes to the Board by clear and the Executive reasonably demonstrates convincing evidence that such termination position is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of “Potential Change in Control”not correct.

Appears in 4 contracts

Samples: Change in Control/Severance Agreement (Guaranty Financial Group Inc.), Change in Control/Severance Agreement (Forestar Real Estate Group LLC), Change in Control/Severance Agreement (Guaranty Financial Group Inc.)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this 6.1 Subject to Section 6.1 6.2 hereof, if (the “Severance Payments”i) upon the termination of the Executive’s employment 's employ­ment is terminated following a Change in Control and during the term Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Agreement Section 6.1 ("Severance Payments"), in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control Reason, if (i) the Executive’s 's employment is terminated by the Company without Cause prior to a Change in Control which actually (but only if a Change in Control occurs during no later than six (6) months following the term Executive’s termination of this Agreement employment) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with for Good Reason prior to a Change in Control which actually (but only if a Change in Control occurs during no later than six (6) months following the term Executive’s termination of this Agreement employment) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually (but only if a Change in Control occurs during the term of this Agreement, or no later than six (iv6) months following the Executive’s employment is terminated without Cause after a Potential Change in Control termination of the type described in paragraph (I) of the definition of “Potential Change in Control”employment).

Appears in 3 contracts

Samples: Severance Agreement (Compuware Corp), Severance Agreement (Compuware Corp), Severance Agreement (Compuware Corp)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the “Severance Payments”) upon the termination of the Executive’s employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement; provided that any termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason within the six (6) month period immediately preceding a Change in Control which actually occurs during the term of this Agreement shall be presumed to be a termination by the Company without Cause or by the Executive for Good Reason following a Change in Control, or (iv) the Executive’s employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of “Potential Change in Control”.

Appears in 2 contracts

Samples: Agreement (Armstrong World Industries Inc), Agreement (Armstrong World Industries Inc)

Severance Payments. 6.1. The 6.1 Subject to Section 6.2 hereof, if the Executive's employment terminates following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments”) upon the termination of the Executive’s employment following a Change in Control and during the term of this Agreement ("), in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control Reason, if (i) the Executive’s 's employment is terminated by the Company without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) . For purposes of any determination regarding the Executive’s employment is terminated without Cause after a Potential Change in Control applicability of the type described in paragraph (I) of immediately preceding sentence, any position taken by the definition of “Potential Change in Control”Executive shall be presumed to be correct unless the Company establishes to the Committee by clear and convincing evidence that such position is not correct.

Appears in 2 contracts

Samples: Valley 3x Severance Agreement (Stone Container Corp), Valley 2x Severance Agreement (Stone Container Corp)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive’s 's employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s 's employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement; provided that any termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason within the six (6) month period immediately preceding a Change in Control which actually occurs during the term of this Agreement shall be presumed to be a termination by the Company without Cause or by the Executive for Good Reason following a Change in Control, or (iv) the Executive’s 's employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of "Potential Change in Control".

Appears in 2 contracts

Samples: Agreement (Armstrong World Industries Inc), Agreement (Armstrong World Industries Inc)

Severance Payments. 6.1. The Company shall pay Subject to the Executive the payments described in this provisions of Section 6.1 (the “Severance Payments”) upon the termination of 2.2, if the Executive’s employment is terminated following a Change in Control and during the term of this Agreement Term, other than (in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (iA) by the Company for Cause, (iiB) by reason of death or Disability, or (iiiC) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 2.1 (“Severance Payments”). For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control Reason, if (i) the Executive’s employment is terminated by the Company without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was (whether or not a Change in Control ever occurs) at the request or direction of a Person who has entered into an agreement with the Company Company, the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with for Good Reason prior to a Change in Control which actually occurs during the term of this Agreement (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, (whether or (iv) the Executive’s employment is terminated without Cause after not a Potential Change in Control of ever occurs). Severance Payments include the type described in paragraph (I) of the definition of “Potential Change in Control”.following:

Appears in 2 contracts

Samples: Control Agreement (Keystone Automotive Industries Inc), Control Agreement (Keystone Automotive Industries Inc)

Severance Payments. 6.1. The 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the “Severance Payments”) upon the termination of the Executive’s employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any the payments and benefits to which the Executive is entitled under described in Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death death, Disability or DisabilityRetirement, or (iii) by the Executive without Good Reason. For purposes To be a valid termination of employment by the Executive under this AgreementAgreement for Good Reason, the date of the actual termination of the Executive’s employment due to any of the Good Reason acts or conditions set forth in Sections 14.11(a) through 14.11(f) below must occur within a period of two years following the initial existence of such Good Reason act or condition which arose without the consent of the Executive. The Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was without Cause at the request or direction of a Person who (i) has entered into an agreement with the Company the consummation of which would will constitute a Change in Control, Control or (ii) has caused a Potential Change in Control to occur, or if the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during (determined by treating a Potential Change in Control as a Change in Control in applying the term definition of this Agreement and Good Reason) if the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of “Potential Change in Control”.

Appears in 1 contract

Samples: Form of Severance Protection Agreement (Vanguard Health Systems Inc)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this 6.1 Subject to Section 6.1 (the “Severance Payments”) upon the termination of 6.2 hereof, if the Executive’s 's employment is terminated following a Change in Control and during the term Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Agreement Section 6.1 ("Severance Payments"), in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control Reason, if (i) the Executive’s 's employment is terminated by the Company without Cause prior to a Change in Control which actually (but only if a Change in Control occurs during within 1 year of the term Date of this Agreement Termination) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with for Good Reason prior to a Change in Control which actually (but only if a Change in Control occurs during within 1 year of the term Date of this Agreement Termination) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s employment is terminated without Cause after but only if a Potential Change in Control occurs within 1 year of the type described in paragraph (I) Date of the definition of “Potential Change in Control”Termination).

Appears in 1 contract

Samples: Severance Agreement (York International Corp /De/)

Severance Payments. 6.1. The 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive’s 's employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of the Executive's death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s 's employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his her employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during occurs. For purposes of any determination regarding the term of this Agreement, or (iv) the Executive’s employment is terminated without Cause after a Potential Change in Control applicability of the type described immediately preceding sentence, any position taken by the Executive shall be presumed to be correct unless the Company establishes to the Board that such position is not correct, and the Board, acting in paragraph (I) good faith, affirms such determination by a vote of the definition not less than a majority of “Potential Change in Control”its entire membership.

Appears in 1 contract

Samples: Change in Control Agreement (Genentech Inc)

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Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the “Severance Payments”) upon the termination of If the Executive’s employment is terminated following a Change in Control and during the term Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Agreement Section 6.1 (“Severance Payments”), in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control Reason, if (i) the Executive’s employment is terminated by the Company without Cause prior to a Change in Control which actually (but only if a Change in Control occurs during no later than six (6) months following the term Executive’s termination of this Agreement employment) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with for Good Reason prior to a Change in Control which actually (but only if a Change in Control occurs during no later than six (6) months following the term Executive’s termination of this Agreement employment) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually (but only if a Change in Control occurs during the term of this Agreement, or no later than six (iv6) months following the Executive’s employment is terminated without Cause after a Potential Change in Control termination of the type described in paragraph (I) of the definition of “Potential Change in Control”employment).

Appears in 1 contract

Samples: Change in Control Severance Agreement (Bureau of National Affairs Inc)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive’s 's employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s 's employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s 's employment is terminated without Cause after a Potential Change in Control of the type described in paragraph paragraphs (I) or (IV) of the definition of "Potential Change in Control".

Appears in 1 contract

Samples: Agreement (Armstrong World Industries Inc)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive’s 's employment following a Change in Control and during the term of this Agreement (in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s 's employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s 's employment is terminated without Cause after a Potential Change in Control of the type described in paragraph (I) of the definition of "Potential Change in Control".

Appears in 1 contract

Samples: Agreement (Inspire Pharmaceuticals Inc)

Severance Payments. 6.1. The Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive’s 's ------------------ employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any payments and benefits to which the Executive is entitled under Section 5 and 8 hereof), unless such termination is (i) by the Company for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the Executive’s 's employment shall be deemed to have been terminated by the Company without Cause or by the Executive with Good Reason following a Change in Control if (i) the Executive’s 's employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during the term of this Agreement and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, (iii) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this Agreement, or (iv) the Executive’s 's employment is terminated without Cause after a Potential Change in Control of the type described in paragraph paragraphs (I) or (IV) of the definition of "Potential Change in Control."

Appears in 1 contract

Samples: Agreement (Armstrong World Industries Inc)

Severance Payments. 6.1. The 6.1 Subject to Section 6.2 hereof, the Company shall pay the Executive the payments described in this Section 6.1 (the "Severance Payments") upon the termination of the Executive’s 's employment following a Change in Control and during the term of this Agreement (Agreement, in addition to any the payments and benefits to which the Executive is entitled under described in Section 5 and 8 hereof), unless such termination is (i) by the Company or the Bank for Cause, (ii) by reason of death or Disabilitydeath, or (iii) by the Executive without Good Reason. For purposes of this Agreement, the The Executive’s 's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason following a Change in Control if the (ix) the Executive’s 's employment is terminated without Cause prior to a Change in Control which actually occurs during the term of this Agreement and such termination was without Cause at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would will constitute a Change in Control, (iiy) the Executive terminates his employment with Good Reason prior to a Change in Control which actually occurs during (determined by treating a Potential Change in Control as a Change in Control in applying the term definition of this Agreement and Good Reason) if the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iiiz) the Executive’s 's employment is terminated by the Company without Cause or by the Executive for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which actually occurs during the term of this AgreementControl; provided, or (iv) the Executive’s employment is terminated without Cause after however, in each such case, that a Potential Change in Control of the type described in paragraph (I) of the definition of “Potential Change in Control”occurs.

Appears in 1 contract

Samples: Agreement (Bankboston Corp)

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