Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following:
Termination in the Event of a Change in Control. In the event of a consummation of a Change in Control of the Company, and if, upon such occurrence or within the period of one (1) year following such occurrence or three (3) months before a Change in Control, (i) the Company provides notice of non-renewal pursuant to Section 2, the Company terminates the Employee’s employment pursuant to Section 4.1(d), or the Employee resigns for Good Reason, and (ii) the Employee executes a Separation Agreement, then, subject to compliance with Sections 7, 8, and 9 below: (1) the Company shall pay Employee an amount equal to two (2) times the sum of the Employee’s then-current base salary and Discretionary Bonus Target; (2) the Company shall pay the Employee an amount equal to any earned and accrued but unpaid Discretionary Bonus for the prior fiscal year which has not been previously paid; (3) all equity awards outstanding as of the Termination Date shall vest in full on the Termination Date, except for performance awards for which the performance has not been achieved as of the Termination Date; (4) all performance awards outstanding as of the Termination Date for which performance has not been achieved shall be deemed earned as of the Termination Date at the greater of actual performance or target and shall vest on the Termination Date as to the number of shares earned; and (5) the Company shall continue to pay its share of the costs for Employee’s coverage under the Company’s group health insurance plan for a period of eighteen (18) months (the “Change in Control COBRA Continuation Period”), provided Employee makes an effective COBRA election regarding group health insurance. Except as otherwise required under Section 13.2, all monetary payments referenced in this Section 6.2 shall be made in a lump sum on the first regularly scheduled payroll following the effective date of the Separation Agreement. If Employee obtains alternate group health insurance benefits during the Change in Control COBRA Continuation Period, Employee shall immediately notify Company in writing and Company shall no longer be obligated to pay its share of the costs for continuing Employee’s coverage under the Company’s group health insurance plan. Notwithstanding the foregoing, in the event the equity awards are not assumed or substituted and are cancelled in connection with a Change in Control without the substitution of a cash payment, all equity awards shall vest in full immediately prior to the Change in Control (and the performance awards...
Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below), provided that Executive (or his legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following:
Termination in the Event of a Change in Control. (a) In the event Executive's employment with the Company is terminated by the Company (other than for cause, disability or death as defined herein) or by Executive for Good Reason (as defined below) within three months before or 12 months following a Change in Control (as defined below), Executive shall be entitled to the following:
Termination in the Event of a Change in Control. In the event the Executive’s termination of employment occurs in connection with or following a Change in Control, and in the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive under this Agreement or otherwise (the “Severance Payments”), are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (the “Excise Tax”); then
Termination in the Event of a Change in Control. If, and only if, (a) a Change in Control shall occur during the initial term or any renewal term of this Agreement, (b) Employee is employed by the Corporation immediately prior to the occurrence of the Change in Control, and (c) Employee is terminated by the Corporation or the acquirer (within the first twelve (12) months following the Change in Control) in the Change in Control transaction, then the Corporation or any successor entity shall pay Employee, in equal monthly installments (or, in the Corporation's sole discretion, as a lump sum based upon the net present value of the future payments using the Corporation's incremental borrowing rate, if any), the Base Salary for twelve (12) months following such termination. During such twelve (12) month period, the Corporation shall not be obligated to pay any additional amounts to the Employee pursuant to this Agreement. The entitlement of the Employee to benefits under a plan described in SECTION 3.4.2 or SECTION 3.5 upon such termination shall be determined in accordance with the provisions of such plans.
Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above and 5.5 below, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, within twelve (12) months following a Change in Control (as defined below), provided that Executive (or his legal representative, if applicable) executes a Severance Agreement and allows it to become binding, Executive shall be entitled to the following:
Termination in the Event of a Change in Control. If, and only if, (a) a Change in Control shall occur during the initial term or any renewal term of this Agreement, (b) Employee is employed by the Corporation immediately prior to the occurrence of the Change in Control, and (c) Employee is terminated by the Corporation or the acquirer (within the first twelve (12) months following the Change in Control) in the Change in Control transaction, or the Corporation or the acquiror as part of the Change in Control transaction impose circumstances as defined under “Termination of Material Reason,” then the Corporation or any successor entity shall pay Employee, in equal monthly installments (or, in the Corporation’s sole discretion, as a lump sum based upon the net present value of the future payments using the Corporation’s incremental borrowing rate, if any), the Base Salary for eighteen (18) months following such termination. During such eighteen (18) month period, the Corporation shall not be obligated to pay any additional amounts to the Employee pursuant to this Agreement. The entitlement of the Employee to benefits under a plan described in Section 3.4.3 or Section 3.5 upon such termination shall be determined in accordance with the provisions of such plans.
Termination in the Event of a Change in Control. (a) In the event of a termination by the Company without Cause pursuant to Section 6.1 or a termination by the Executive for Good Reason pursuant to Section 6.4 that occurs within three (3) months before or six (6) months following a Change in Control as defined below, then, otherwise subject to the requirements of Sections 6.1 (c) and (d), including execution, non-revocation and compliance with the Release, then in lieu of the twelve (12) month acceleration of vesting described in Section 6.1(b)(ii), all of the unvested portion of any stock options and of any restricted stock granted to the Executive shall immediately vest.
Termination in the Event of a Change in Control. (a) Except as otherwise expressly provided in Sections 10(c) and -------------- Section 10(d) below, no benefits shall be payable under this section unless and until (i) there shall have been a "Change in Control," as defined in this Section 10, and (ii) Officer is then an employee of the Company or, if Officer ---------- is not then an employee of the Company, Officer's employment was severed within six months prior to such Change in Control for any reason other than for Just and Substantial Cause. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred if (i) the Board or the stockholders of the Company shall approve (x) any consolidation or merger of pursuant to which the holders of Voting Securities of the Company immediately prior to such merger or consolidation do not have at least sixty percent (60%) of the combined voting power of the Voting Securities of the Company or such surviving or parent entity immediately after the consolidation or merger, (y) any sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (determined on a consolidated basis) in one transaction or a series of related transactions other than a transfer to a wholly-owned subsidiary of the Company, (ii) the Board or stockholders of the Company shall adopt any plan or proposal for the liquidation or dissolution of the Company; (iii) any "person" or "group" of persons (as such terms are determined pursuant to Sections 13(d)(3) and 14(d)(2) of the Exchange Act and the rules and regulations promulgated thereunder), other than Lancer, either alone or in conjunction with their Affiliates (as that term is defined in Rule 405 promulgated under the Exchange Act), becomes the beneficial owner, directly or indirectly, of voting securities of the Company representing, or securities convertible into, or exchangeable for, securities representing, more than 20% of the combined voting power of the Company's then outstanding Voting Securities; or (iv) any "person" or "group" of persons (as such terms are determined pursuant to Sections 13(d)(3) and 14(d)(2) of the Exchange Act and the rules and regulations promulgated thereunder), other than Lancer, either alone or in conjunction with their Affiliates (as that term is defined in Rule 405), acquires the right or power to nominate and/or control, directly or indirectly, whether through the ownership of Voting Securities of the Company, by contract or otherwise, a majority of the...
