Termination Change of Control a. In the event the Company terminates the Advisor’s Continuous Service for any reason prior to the Final Valuation Date, the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the termination of Continuous Service had not occurred and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent as so determined. In the event the Advisor terminates its Continuous Service prior to the Final Valuation Date, the calculations described in the preceding sentence shall be performed as of the Valuation Date next following such termination and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent as determined on such date. In either case, within thirty (30) days of the date such calculations are completed, the Advisor, in its sole discretion, shall be entitled to convert the Total OPP Unit Equivalent so determined into OP Units or their equivalent in cash.
Termination Change of Control. 5.1. Employment “at will”; Termination. The Executive’s employment with the Company shall be entirely “at-will,” meaning that either the Executive or the Company may terminate such employment relationship by terminating this Agreement in writing delivered to the other party at any time for any reason or for no reason at all, subject, however, to the following. The Executive’s right to compensation for periods after the date his or her employment with the Company terminates shall be determined in accordance with the provisions of paragraphs (a) through (e) below:
Termination Change of Control. (a) This Agreement shall terminate on December 31, 2011 (the “Initial Term”); provided that this Agreement shall automatically continue for successive two-year terms after the Initial Term unless or until six months’ advance notice is given by Vxxxxx XX to terminate this Agreement, in which case this Agreement shall terminate six months after such notice is delivered. Notwithstanding the foregoing, Holdings (i) may terminate the provision of one or more Administrative Services or reduce the level of one or more Administrative Services, in each case in accordance with the provisions of Section 2.4 hereof and (ii) shall have the right at any time to terminate this Agreement by giving written notice to Vxxxxx XX, and in such event this Agreement shall terminate six months from the date on which such notice is given.
Termination Change of Control a. In the event the Company terminates the Advisor’s Continuous Service for any reason prior to the Final Valuation Date, the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the termination of Continuous Service had not occurred and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent as so determined. Within thirty (30) days of the date such calculations are completed, the Advisor, in its sole discretion, shall be entitled to convert the Total OPP Unit Equivalent so determined into OP Units or common stock in accordance with the terms of the Partnership Agreement.
Termination Change of Control. If, within 60 days of the occurrence of a Change of Control, the Contractor resigns from the Company or the Company terminates this Agreement for any reason other than for Cause, the Company must pay the Termination Fee to the Contractor.
Termination Change of Control. If, within nine (9) months after the occurrence of a Change of Control, the Company terminates this Agreement for any reason other than for Cause, the Company must pay an amount equal to 200% of the Termination Fee to the Contractor, together with any bonuses due for the year.
Termination Change of Control. (i) Except as set forth in subsection (ii) of this Section 5(c), if Employee’s employment terminates for any reason, the unvested Options or RSUs granted to Employee shall cease vesting (A) in the event of termination pursuant to Section 9(a), as of the expiration of the Severance Term (as defined below) and (B) in the event of termination pursuant to Section 9(b), as of the date of such termination, and in each case, any unvested Options and RSUs held by Employee shall be immediately forfeited to the Company.
Termination Change of Control. (a) The Employer shall have the right to terminate the Term upon at least 15 days' prior written notice to the Executive other than for cause, provided that upon the effective date of such termination not for cause (and as a condition precedent thereto) the Employer shall deliver to the Executive full payment of the Parachute Payment as hereinafter defined. The Employer also shall have the right, exercisable without terminating the term of this Agreement by giving a notice of this election to the Executive (a "Consulting Officer's Notice") to request that the Executive no longer serve as an officer and director of the Employer and perform only occasional consulting duties for the balance of the Term. After the Executive receives a Consulting Officer's Notice: (i) he shall resign from all offices and as a director and officer of the Employer; (ii) the Employer may employ another person to assume a substantial portion of the Executive's duties; (iii) the Executive shall perform only those consulting duties (which shall not include menial or other duties that are not consistent with the duties of a corporate executive) as the Employer may request; (iv) all payments of Base Salary, COLA increases and other economic and benefit provisions of this Agreement and the vesting of all restricted stock and stock options as provided for in any employee benefit plan shall continue and remain in effect during the balance of the Term; and (v) the giving of the Consulting Officer's Notice and performance of the foregoing provisions of this paragraph shall not, by itself, constitute a breach of this Agreement by the Employer or otherwise entitle the Executive to a Parachute Payment.
Termination Change of Control. If the Company terminates Executive’s employment because of, or incidental to, a Change of Control, and in any case no more than one (1) year following the Change of Control, the Company shall pay to the Executive, in addition to Executive’s Salary and benefits accrued through the Termination Date and any amount due under Section 3(h)(v), (i) a lump sum payment equal to two (2) times the Salary then in effect as of the Termination Date and (ii) Executive’s average annual Incentive Bonus, if any, calculated with reference to the two years immediately prior to the calendar year in which the Executive’s employment is terminated (with the amounts at (i) and (ii) collectively referred to as the “Change of Control Severance Payment”). The Change of Control Severance Payment shall be made within sixty (60) days following the Termination Date, provided that prior to the payment date the Executive must sign a waiver and release agreement and reaffirmation of the Restrictive Covenants Agreement and such waiver and release shall become effective and irrevocable in its entirety prior to such date. If the waiver and release does not become effective and irrevocable on or prior to the date sixty (60) days following the Termination Date, the Company shall have no further obligations pursuant to Section 4(g). If the sixty (60) day period begins in one tax year and ends in another tax year, payment of the Change of Control Severance will not be made until expiration of the 60-day period. The Change of Control Severance Payment shall be in lieu of any Salary Severance and Benefit Severance under Sections 4(e) and 4(f) of this Agreement.
Termination Change of Control. In the event the Executive’s employment is involuntarily terminated under Section 6(d) or 6(c), the Company shall pay or provide to the Executive, subject to the Executive signing and delivering to the Company a release and separation agreement reasonably acceptable to the Company, which shall become final and binding no later than 30 days following the Date of Termination.
