Termination Not in Connection with or Following a Change in Control Sample Clauses

The "Termination Not in Connection with or Following a Change in Control" clause defines circumstances under which an employee's termination is considered unrelated to a change in the ownership or control of the company. This clause typically clarifies that certain benefits, such as severance or accelerated vesting, are only triggered if the termination occurs as a direct result of, or soon after, a change in control event. By distinguishing between terminations related and unrelated to such events, the clause ensures that special protections or payouts are reserved for situations where a change in control impacts the employee's job security, thereby preventing unintended benefits in ordinary termination scenarios.
Termination Not in Connection with or Following a Change in Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability), or Executive resigns for Good Reason, in either case at any time that is not within twelve (12) months after a Change in Control, and provided such termination constitutes a Separation from Service, and provided Executive signs and allows to become effective the Release within sixty (60) days after Executive’s Separation from Service, then the Company shall provide Executive with the following severance benefits (collectively with the Change in Control Separation Benefits, the “Separation Benefits”): (i) The Company shall pay Executive cash severance in an amount equal to nine (9) months of Executive’s then current base salary, less all applicable withholdings and deductions, paid in a lump sum on the Company’s first regular payroll date after the Release Date. (ii) Should Executive timely elect to continue Executive’s medical, dental and/or vision insurance benefits pursuant to COBRA, the Company shall pay the COBRA Premiums for a period of nine (9) months following the effective date of Executive’s Separation from Service (the “Benefits Payment Period”) or, if earlier, the date upon which Executive obtains coverage under a medical plan by a subsequent employer. The Company’s obligation to pay any COBRA Premiums will be subject to the then-current requirements of COBRA and any other laws affecting the payment of COBRA premiums by the Company. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the COBRA Premiums without potentially incurring financial costs or penalties under applicable law, the Company shall in lieu thereof pay Executive the Health Care Benefit Payment in monthly installments on the same schedule that the COBRA Premiums would otherwise have been paid to the insurer, which shall be paid until the earlier of: (i) the date the Benefits Payment Period expires or (ii) the date upon which Executive obtains coverage under a medical plan by a subsequent employer.
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Termination Not in Connection with or Following a Change in Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability), or Executive resigns for Good Reason, in either case at any time that is not within twelve (12) months after a Change in Control, and provided such termination constitutes a Separation from Service, and provided Executive signs and allows to become effective the Release within sixty (60) days after Executive’s Separation from Service, then the Company shall provide Executive with the following severance benefits (collectively with the Change in Control Separation Benefits, the “Separation Benefits”):
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Related to Termination Not in Connection with or Following a Change in Control

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) on the first scheduled payment date pursuant to the usual payroll practices of the Company (or successor entity, as applicable) immediately after the 60th day following the date of termination or Change of Control, in the event the date of termination precedes a Change of Control, with respect to those payments the amount of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within sixty (60) days following the date of termination, as applicable, Executive shall be entitled to receive a lump sum severance payment equal to the sum of: (1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination, plus (2) an amount equal to Executive’s Bonus; (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within sixty (60) days following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Association ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events: (i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Association with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Association; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51 % of the securities entitled to vote generally in the election of directors of the Association; (ii) the acquisition of all or substantially all of the assets of the Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Association entitled to vote generally in the election of directors by any person or by any persons acting in concert; (iii) a complete liquidation or dissolution of the Association, or approval by the stockholders of the Association of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups: (A) individuals who were members of the Board on the Initial Effective Date; or (B) individuals who first became members of the Board after the Initial Effective Date either: (I) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or (II) upon election by the stockholders of the Association to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board, or of a nominating committee thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board; or (v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term "Company" were substituted for the term "Association" therein or the term "Board of Directors of the Company" were substituted for the term "Board". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association, the Company, or an affiliate or subsidiary of either of them, by the Association, the Company, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a), the term "person" shall have the meaning assigned to it under Sections 13(d)(3) or 14(d)(2) of the Exchange Act. (b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination employment with the Association under any of the circumstances described in Section 9(a) of this Agreement or under any of the following circumstances: (i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits; (ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse; (iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Association in the Change of Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him or her; or (iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events: