Termination Following Change of Control Sample Clauses

Termination Following Change of Control. If there is a Change of --------------------------------------- Control while this Agreement is in effect, the provisions of this Section 4.03 shall apply and shall continue to apply for a one-year period following the Change of Control, regardless of whether or not this Agreement is terminated. If during the one-year period following a Change of Control the Employee's employment is terminated by the Company without Cause, the Employee (or the Employee's beneficiary designated pursuant to Section 1.03 hereof if the Employee is deceased at the time of payment) shall receive such compensation as is provided to the Employee pursuant to subsection (b) of this Section 4.03. After said one-year period following said Change of Control, this Section 4.03 shall no longer apply, and all of the other provisions of this Agreement shall apply and remain in full force and effect. (a) For the purposes of this Section 4.03, Change of Control shall mean the occurrence of one or more of the following three events: (i) any one beneficial stockholder or affiliated group of beneficial stockholders becomes at any time the beneficial holder of twenty-five percent (25%) or more of the aggregate voting power of the issued and outstanding securities of the Company with rights to vote for the election of directors of the Company; (ii) at any time after any "reorganization" involving the Company, as such term is defined in section 368 of the Code, or any other type of reorganization, recapitalization, merger, consolidation or sale of assets involving the Company, or a contested election of a Company director, or any combination of the foregoing, the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board; or (iii) at any time after a tender offer or exchange offer for voting securities of the Company (other than by the Company), the individuals who were directors of the Company immediately prior thereto shall cease to constitute a majority of the Board. (b) If the Employee becomes entitled to receive compensation pursuant to this Section 4.03, then, in addition to any payments to which the Employee is entitled under Section 4.01 hereof, the Employee shall receive within thirty (30) days of the termination of his employment a lump-sum payment equal to three (3) times the Employee's average annual total compensation (including, for purposes of computing total compensation under this Section 4.03, the amount of any bonus ...

Termination Following Change of Control. The Executive shall have no specific right to terminate this Agreement or right to any severance payments or other benefits solely as a result of a Change of Control or Potential Change of Control. However, if during a Change of Control Period during the Term, (a) the Executive terminates his employment with the Company pursuant to Section 4.4, or (b) the Company terminates the Executive’s employment pursuant to Section 4.5, the lump sum severance payment under Section 5.1 shall be increased from 100% of the Base Amount to 150% times the Base Amount and the period for continuation of benefits under Section 5.1 shall be increased to 18 months from 12 months. The terms and rights with respect to such payments shall otherwise be governed by Section 5.1. No other rights result from termination during a Change of Control Period; provided, however, that nothing in this Section 5.3 is intended to limit or impair the rights of the Executive under the Plans or any documents evidencing any stock-based compensation awards in the event of a Change of Control if such Plans or award documents grant greater rights than are set forth herein.

Termination Following Change of Control. Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

Termination Following Change of Control. Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for “cause” (following a change of control), “cause” shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony (which, through lapse of time or otherwise, is not subject to appeal), a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for “good reason upon change of control” (as defined below), the Company (or its successor) shall pay to Employee within ten days of such termination the following severance payments and benefits: (a) A lump-sum payment equal to two times the base salary of the Employee at the then current rate; and (b) A lump-sum payment equal to (i) two times the sum of the target bonuses under all of the Company’s incentive bonus plans applicable to the Employee for the year in which the termination occurs or the year in which the change of control occurred, whichever is greater, and (ii) if termination occurs in the fourth quarter of a calendar year, the sum of the target bonuses under all of the Company’s incentive bonus plans applicable to Employee for the year in which the termination occurs prorated daily based on the number of days from the beginning of the calendar year in which the termination occurs to and including the date of termination. The Company (or its successor) shall also provide continuing coverage and benefits comparable to all life, health and disability plans of the Company for a period of 24 months from the date of termination, and Employee shall receive two years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Employee on the date of termination. For purposes of this Agreement, a “change of control” shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of the Company’s Common Stock would be converted into cash, securities or other property, other than a merger of the Company where a majority of the Board of Directors of the surviving corporation are, and for a two year period after the merger continue to be, persons who were dire...

Termination Following Change of Control. (a) Notwithstanding anything to the contrary contained herein, should Employee at any time within twelve (12) months of the occurrence of a "change of control" (as defined below) cease to be an employee of the Company (or its successor), by reason of (i) termination by the Company (or its successor) other than for "cause" (following a change of control, "cause" shall be limited to the conviction of or a plea of nolo contendere to the charge of a felony which, through lapse of time or otherwise, is not subject to appeal, or a material breach of fiduciary duty to the Company through the misappropriation of Company funds or property) or (ii) voluntary termination by Employee for "good reason" (as defined below) following a "change of control" (as defined below), then in any such event, (1) the Company shall at the election of Employee either (x) continue to pay Employee his then effective Base Salary under Section 1.01 hereof through the later of (A) the expiration of the initial term hereof or the renewal term then in effect, as the case may be, (B) that date which is twelve (12) months after the severance of employment described in this Section 5.04 or (C) the date on which the Non-Competition Period expires or (y) pay Employee, within forty-five (45) days of the severance of employment described in this Section 5.04, a lump-sum payment equal to (without discounting to present value) his then effective Base Salary under Section 1.01 hereof through the later of (A) the expiration of the initial term or the renewal term then in effect, as the case may be, (B) that date which is twelve (12) months after the severance of employment described in this Section 5.04 or (C) the date on which the Non-Competition Period expires, and (2) all outstanding stock options and other incentive awards held by Employee shall become fully vested and exercisable.

Termination Following Change of Control. If, and only if, (i) a Change of Control occurs and the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason at any time within two (2) years after the Change of Control or (ii) there was an Anticipatory Termination and the Change of Control has taken place within ninety (90) days thereafter, the Executive shall be entitled to the amounts and benefits provided in Section 4 upon such termination. In the event of an Anticipatory Termination within ninety (90) days prior to a Change in Control, if any equity grants which were granted prior to the Change of Control would vest on a Change of Control after the Anticipatory Termination, any such equity grants that otherwise would be forfeited (after application of any other accelerated vesting provision) shall not be forfeited pending a determination of whether or not a Change of Control occurs within ninety (90) days thereafter (the “Determination Period”), but during the Determination Period no unvested option shall vest or be exercisable, no other unvested equity grant shall vest and no dividends shall be payable unless and until the Change of Control takes place during the Determination Period. If a Change of Control occurs during the Determination Period, and the option exercise period would otherwise have expired, then the exercise period for any equity grants which otherwise would have expired during the Determination Period shall automatically be deemed to have been extended to the date which is thirty (30) days following the first date after such Change of Control in which shares of the Company could be traded by the Executive on the applicable market under the Company’s trading window policies but, with regard to any outstanding options on the Effective Date, not beyond the earlier of the latest date that the option could have expired by its original terms under any circumstance or the tenth (10th) anniversary of the original date of grant of the option.

Termination Following Change of Control. If a Change of Control occurs during the term of this Agreement and either (i) Executive’s employment is terminated by the Company for a reason other than Cause within sixty (60) days before the Change of Control or one hundred eighty (180) days after the Change of Control or (ii) Executive terminates his employment due to Good Reason by delivery of a notice to the Company within one hundred eighty (180) days after the Change of Control setting forth the conditions that constitute Good Reason, then Executive will be entitled to the benefits provided in this Section 4.5 in lieu of any benefits otherwise payable under Sections 4.3, 4.4 or 4.6; provided that Executive shall not be entitled to such benefits if such termination is due to Executive’s death or Disability. As used in this paragraph, Good Reason means, without Executive’s express written consent, the occurrence of any of the following conditions: (i) a material reduction in Executive’s base compensation; (ii) a material diminution in Executive’s authority, duties, or responsibilities; or (iii) a relocation of Executive’s primary employment duties by more than 50 miles; provided, however, that the occurrence of any such condition shall not constitute Good Reason unless Executive provides notice to the Company of the existence of such condition not later than the earlier to occur of (A) 90 days after the initial existence of such condition and (B) 180 days after the date of the Change of Control, and the Company shall have failed to remedy such condition within 30 days after receipt of such notice. In the event Executive becomes eligible for benefits under this Section 4.5, Executive will receive (i) any benefits to which Executive is entitled pursuant to and in accordance with the terms of any plan of the Company then in effect and any existing contract between Executive and the Company, and (ii) the following benefits, conditioned upon Executive signing a release of claims in a form reasonably satisfactory to the Company not later than twenty-one (21) calendar days after the date of Executive’s termination: (a) Executive’s unvested equity awards will immediately vest and become exercisable; and (b) a lump sum payment in an amount equal to Executive’s Cash Compensation received by Executive from the Company for the two (2) most recent taxable years ending before the date upon which the Change of Control occurred, payable upon the latest of (i) thirty (30) calendar days from the date Executive’s empl...

Termination Following Change of Control. If, upon a Change of Control of the Company or during the twelve (12) month period following such Change of Control, Employee is terminated by the Company without Cause or Employee terminates Employee’s employment with Good Reason, in lieu of the benefits payable pursuant to Sections 8(d) or 8(e) hereof, as applicable, Employee shall be entitled to: (i) The Accrued Obligations; and (ii) Any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and (iii) A lump-sum cash payment equal to two (2) times the target STI Award for the year in which termination occurs; and (iv) A lump-sum cash payment equal to two (2) times Base Salary; and (v) Continuation of the health benefits provided to Employee and Employee’s covered dependents under the Company’s health plans, subject to the terms and conditions set forth in Section 8(d)(v) above; and (vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee, irrespective of type of award. Any amounts payable to Employee under clause (i), (ii), (iii) or (iv) of this Section 8(h) shall be paid in lump sum on the sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 8(i) and Section 9 of this Agreement. Following such termination of Employee’s employment following a Change of Control, except as set forth in this Section 8(h), Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Termination Following Change of Control. If Executive's employment is terminated by the Company within eighteen (18) months after a Change of Control (as defined herein) for reasons other than For Cause pursuant to Section 20 below or by reason of Disability or Executive's death, (a) Executive shall be entitled to receive Executive's then applicable base salary through the date of termination of Executive's employment and any business expenses or fringe benefits otherwise due to Executive and (b) in addition, the Company agrees to pay to Executive, the Severance Payment, which Severance Payment shall be payable in six (6) equal monthly installments commencing on the first day of each month following the date of termination. Executive shall also be entitled to payment for (i) any bonus earned in the year preceding such termination but not yet paid and (ii) accrued but unused vacation days during the year such termination occurs. At the termination date, all of the Restricted Shares granted to Executive will be immediately vested in accordance with the Restricted Stock Agreement and any stock options or other grants made to Executive pursuant to any incentive or benefit plans then in effect shall vest in accordance with the terms of any such plans or agreements. All other obligations of the Company under this Agreement shall automatically cease, and Executive shall not be entitled to any other salary, payments or benefits otherwise payable under this Agreement, except as otherwise required by law.