Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:
Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur:
Termination After Change of Control. If Executive’s employment is terminated by the Company for reasons other than for Cause (as defined below) or by Executive for Good Reason (as defined below) within the twelve (12) month period following a Change of Control (as defined below), then, in addition to the severance obligations due to Executive under Section 5 above, one-hundred percent (100%) of any then-unvested shares under Company stock options then held by Executive will vest upon the date of such termination and the period of time for their exercise will be at the discretion of the Company, provided that no option shall be exercisable after expiration of its original term. It may very well be necessary for the Executive to exercise such shares on the day of Change in Control, and the Company shall use its best efforts to provide Executive with a reasonable period of advance written notice in such event.
Termination After Change of Control. Executive may terminate his/her employment within three (3) months after a Change of Control and prior to the expiration of the Term upon two (2) weeks prior written notice to the Company.
Termination After Change of Control. “Termination” shall include (a) termination by the Corporation of the employment of Executive with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age, or Cause or (b) resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control of Saia:
Termination After Change of Control. 25.1 This Agreement will terminate automatically immediately after a change of control (as defined below) of the Owners and/or of the Owner's ultimate parent. Upon such termination, the Owners will be required to pay the Manager the Termination Payment in a single Installment.
Termination After Change of Control. In the event of a Termination Without Cause or a Termination for Good Reason within thirteen (13) months after a Change In Control, or Termination of Employment due to death or Disability within thirteen (13) months following a Change of Control, or an Executive Termination after a Change In Control, the Executive shall receive the following:
Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his employment for Good Reason, in either case within six months after a Change of Control, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary for a period of 12 months, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.
Termination After Change of Control. If Company terminates Employee without Proper Cause within twelve months of an event constituting a Change of Control, and if the Officer shall duly have complied with and observed the covenants of this Agreement, the Officer will be discharged from the covenants of Section 11 at any time during the Restricted Period by filing with the Company a duly executed statement satisfactory to Company, releasing the Company and, if applicable, its insurance carriers, from any and all obligations under the terms of this Agreement. Notwithstanding said Release, Officer shall remain subject to all other covenants and restrictions of this Agreement, including, but not limited to Sections 12 and 13.
Termination After Change of Control. If the Employee’s employment pursuant to this Agreement is terminated as a result of and within twelve (12) months after a Change of Control (as hereinafter defined), the Employee shall be entitled to the immediate vesting of all nonvested stock options granted and accumulated up to the date of termination and a severance pay in an amount equal to three (3) times the Employee’s annual base salary and annual cash bonus. A “Change of Control” is defined as the occurrence of any of the following events: (i) a merger where the Corporation and/or CPB, Inc., the 100% owner of the Corporation (“CPBI”) is not the surviving corporation; (ii) the transfer of all or substantially all of the assets of the Corporation to another unaffiliated corporation, entity or person; (iii) the acquisition by any person, group of related or affiliated persons (excluding, however, affiliates of the Corporation) or group of persons acting in concert in one or more transactions of equity securities of the Corporation and/or CPBI of fifty percent (50%) or more of the outstanding voting power of the Corporation and/or CPBI after such transaction or transactions.
