Termination in Connection with Change in Control Sample Clauses
The 'Termination in Connection with Change in Control' clause allows a party to end the agreement if there is a significant change in the ownership or control of the other party, such as through a merger, acquisition, or sale of a controlling interest. Typically, this clause outlines the specific events that constitute a change in control and may require advance notice or trigger certain rights or obligations, such as severance payments or accelerated vesting. Its core function is to protect parties from being bound to an agreement with a new, potentially undesirable owner or management, thereby managing risk and ensuring both parties retain flexibility in the event of major organizational changes.
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Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).
Termination in Connection with Change in Control. If the Company terminates Executive’s employment no more than three (3) months prior to a Change in Control (as defined herein) or within twelve (12) months after a Change in Control, Executive shall be entitled to receive the following severance benefits:
(i) The Company shall pay Executive, as severance, twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum on or about the Company’s first regular payroll date following the 60th day after Executive’s Separation from Service.
(ii) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s Separation from Service and ending on the earliest to occur of: (i) twelve (12) months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the CIC COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such CIC Special Cash Payments toward the cost of COBRA premiums.
(iii) The Company shall pay Executive, as further severance, a lump sum amount equal to her full bonus target for the calendar ye...
Termination in Connection with Change in Control. Notwithstanding anything set forth in Section 5(b) to the contrary, if a Change in Control (as defined in the Omnibus Plan) occurs and within twelve (12) months following the consummation of the Change in Control, either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of twelve (12) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.
Termination in Connection with Change in Control. In the event that during the Term, a Change in Control of the Company occurs and, within 9 months prior or 12 months following such Change in Control, this Agreement and the Executive’s employment is terminated by the Company or its successor without Cause as described in Section 4(d) or is terminated for Good Reason by the Executive as described in Section 4(e), then in lieu of any payment that might be provided under Section 4 of this Agreement, the Executive will be entitled to the following payments and benefits from the Company or its successors:
(i) Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a);
(ii) A single lump sum payment equal to two (2) times the greater of: (A) the total annual Base Salary paid or payable to the Executive with respect to the most recently completed fiscal year of the Company or (B) the Base Salary in effect immediately prior to the Change in Control or immediately prior to any event described in Section 4(e)(i)(A), which such payment shall be made within 60 days after the date of the Executive’s termination or the occurrence of the Change in Control, as applicable;
(iii) Any accrued but unpaid annual bonus, which shall be paid pursuant to the terms of the applicable bonus plan; and
(iv) Provided that the Executive elects COBRA coverage, the Company shall pay the Executive’s COBRA premium payments consistent with the group health, dental and vision coverage in existence on the date of termination beginning on the date of termination and continuing until the earlier of: (A) the 12th consecutive month following the Executive’s termination; or (B) the Executive’s becoming eligible as a full-time employee to participate in the group health plan of any other employer; or, if Executive’s termination occurred prior to the Change in Control, a single lump sum payment equal to the value of the benefits described in this Section 4(f)(iv), payable within 60 days following the Change in Control.
Termination in Connection with Change in Control. Subject to the requirements set forth in Section 5(a) above, if you experience an Involuntary Termination within 12 months following a Change in Control, then you will be entitled to the following:
Termination in Connection with Change in Control. If (i) Executive’s employment is terminated by the Company without Cause upon, within thirty (30) calendar days before, or within thirteen (13) months after, a Change in Control, or prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, such termination shall be deemed to have occurred immediately before such Change in Control for purposes of Section 11(b) of this Agreement and the Plan, or (ii) Executive’s employment terminates for any reason at the end of the Term following the delivery or deemed delivery to Executive of a Non-renewal Notice upon, within thirty (30) calendar days before, or within thirteen (13) months after, a Change in Control, or prior to a Change in Control at the request of such a prospective purchaser, such termination shall be deemed to be by the Company without Cause and shall be deemed to have occurred immediately before such Change in Control for purposes of Section 11(b) of this Agreement and the Plan.
Termination in Connection with Change in Control. (a) In the event a Payment Termination occurs within the period beginning three (3) months prior to and ending twelve (12) months following a Change in Control, then, in lieu of any severance benefits to which you may otherwise be entitled under any severance plan or program of the Company, you shall be entitled to the benefits provided below:
(i) the Company shall, at the time specified in Section 5(b), pay to you your full earned but unpaid base salary, when due, through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan or practice of the Company at the time such payments are due;
(ii) you shall be entitled to receive, at the times specified in Section 5(b), severance pay in an amount equal to the sum of
(A) the greater of (x) your annual base salary as in effect immediately prior to delivery of the Notice of Termination or (y) your annual base salary as in effective immediately prior to the Change in Control, plus
(B) the greater of (x) your targeted annual bonus for the year in which the Date of Termination occurs or (y) your targeted annual bonus for the year in which the Change in Control occurs, in each case assuming that the bonus targets are satisfied; and
(iii) the Company shall provide you with outplacement services in an amount not to exceed $15,000;
(iv) for the period beginning on the Date of Termination and ending on the date which is 12 full months following the Date of Termination, the Company shall pay for and provide you and your dependents with the same medical benefits and life insurance coverage to which you would have been entitled had you remained continuously employed by the Company during such period. At the termination of the benefits coverage under the first sentence of this Section 5(a)(iv), you and your dependents shall be entitled to continuation coverage pursuant to Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Sections 601-608 of the Employee Retirement Income Security Act of 1974, as amended, and under any other applicable law, to the extent required by such laws, as if you had terminated employment with the Company on the date such benefits coverage terminates; and
(v) you shall immediately become 100% vested with respect to any options to purchase the Company’s capital stock that you then hold and/or any restrictions with respect to restricted shares of the Company’s capital ...
Termination in Connection with Change in Control. If Executive’s employment is terminated by the Company without Cause either upon or within thirty days before or thirteen (13) months after a Change of Control, or prior to a Change in Control at the request of a prospective purchaser whose proposed purchase would constitute a Change in Control upon its completion, such termination shall be deemed to have occurred immediately before such Change in Control for purposes of this Agreement and the Plan.
Termination in Connection with Change in Control. Executive’s employment with the Company may be terminated in connection with a Change In Control (as defined in Section 8 below) if (i) Executive resigns for any reason within twelve (12) months after a Change In Control, or (ii) the Company terminates Executive’s employment for any reason other than those listed in subsection 6(a) within twelve (12) months after a Change In Control.
Termination in Connection with Change in Control. In the event that during the Term, a Change in Control of the Company occurs and, within 9 months prior or 12 months following such Change in Control, this Agreement and the Executive’s employment is terminated by the Company or its successor without Cause as described in Section 2(d) or is terminated for Good Reason by the Executive as described in Section 2(e), then in lieu of any payment that might be provided under such Section 2(d) or 2(e), as applicable, of this Agreement, the Executive will be entitled to the following payments and benefits from the Company or its successors:
(i) Payment of the Accrued Obligations as described in Section 2(a);
(ii) Payment of an amount equal to 2 (two) times the Executive’s Base Salary plus an amount equal to 2 (two) times target annual incentive compensation in effect on the date of the Executive’s termination of employment, provided that for purposes of this Section 2(f)(ii), Base Salary shall not be reduced for any disability benefits as described under Section 2(b)(i) (nor shall Base Salary be deemed to include any disability benefits payable under Sections 2(b)(ii) – (v)). Except as otherwise prohibited by applicable Federal or state law or regulation and as otherwise reasonably requested by the Executive, the payment due under this Section 2(f)(ii) shall be paid immediately following the date of termination and be made in accordance with the Company’s normal payroll practices.
(iii) Payment of any accrued but unpaid annual incentive award, which shall be paid pursuant to the terms of the applicable incentive plan; and
(iv) A lump sum payment equal to 18 months of COBRA premiums for the coverage Executive had in place, if any, at the date of termination of employment, at the rate of premium in effect at the date of termination of employment, paid within 60 days of termination of employment.