Termination of Employment Following a Change in Control Sample Clauses

Termination of Employment Following a Change in Control. Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company’s documented severance policy, if any.
Termination of Employment Following a Change in Control. Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.
Termination of Employment Following a Change in Control. Executive shall be entitled to the benefits provided in Section 5 hereof upon the subsequent termination of Executive's employment by the Company within two years after a Change in Control which occurs during the term of this Agreement, provided such termination is (a) by the Company other than for cause, as defined below, or (b) by Executive for Good Reason, as defined below. Executive shall not be entitled to the benefits of Section 5, any other provision hereof to the contrary notwithstanding, if Executive's employment terminates: (i) pursuant to Executive retiring at age 65, (ii) by reason of Executive's total and permanent disability, or (iii) by reason or Executive's death. As used herein, "total and permanent disability" means a condition which prevents Executive from performing to a significant degree the essential duties of his or her position and is expected to be of long-term duration or result in death. A determination of total and permanent disability must be based on competent medical evidence.
Termination of Employment Following a Change in Control. Subject to Section 10(a) hereunder, the Executive shall be entitled to severance payments under this Agreement only if there has been a Change in Control and the Executive has incurred a Termination of Employment.
Termination of Employment Following a Change in Control. If, within two years following a Change in Control, the Executive's employment is terminated without Cause or there is a Constructive Termination, (in either event, a "CIC Termination") the Executive shall be entitled to the payments and benefits provided in Section 9(d) above, provided that all cash payments provided therein shall be paid in a lump sum without any discount and all of such payments shall be grossed up to cover applicable federal, state and local income and excise taxes thereon, including, without limitation, any tax imposed by Section 4999 of the Code or any similar tax. In addition, immediately following a CIC Termination, all accrued or earned amounts that are not otherwise vested, as well as all options, restricted stock and other equity-based awards in which he is not yet vested, shall become fully vested, including, without limitation, the Executive's accrued benefits under any supplemental retirement plan maintained by the Company. All accrued benefits under such plans shall be paid as a lump-sum cash payment, except for amounts, if any, payable to the Executive under the Company's tax qualified pension plan.
Termination of Employment Following a Change in Control. If following a Change in Control, the Executive's employment is terminated without Cause or there is a Constructive Termination Without Cause, the Executive shall be entitled to the payments and benefits provided in Section 7(b), provided that the salary continuation payments shall be paid in a lump sum without any discount. Also, immediately following a Change in Control, all amounts, entitlements or benefits in which he is not yet vested shall become fully vested. In addition, if Executive continues in the employ of the Companies for a period of two years following the effective date of the Change of Control, he may then voluntarily terminate his employment and in such a case would receive a sum equal to three times Base Salary. A voluntary termination under this Section 7(c) shall be effective upon 30 days prior notice to the Companies and shall not be deemed a breach of this Agreement;
Termination of Employment Following a Change in Control. If, following a Change in Control, the Executive's employment is terminated for any reason other than for Cause, whether voluntary or involuntary or there is a Constructive Termination Without Cause, the Executive shall be entitled to the payments and benefits provided in Section 13.3 above, provided that the payments shall be paid in a lump sum without any discount. In addition, the Executive shall receive (a) 10 year options to purchase 500,000 shares of Class A Stock which shall be exercisable at the lowest exercise price of any other options the Executive shall own as of the date of the Change in Control. The Executive shall forfeit any rights granted pursuant to this Section 13.4 if the Executive accepts a written offer to remain with the surviving company in an executive position with equivalent duties, authority and responsibility as the Executive currently holds (other than as a non-employee director).
Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, the Executive may terminate his employment with the Company during the one (1) year period following a Change in Control, and such termination shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause); provided, however, that the amount referred to in paragraph (i) of Section 6.4 shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if:
Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, if the Executive during the one (1) year period following a Change in Control is terminated or subjected to a material change in the conditions of employment, including demotion, salary reduction, reduction in job responsibilities, or change in job location of more than 50 miles, then such termination or material change in conditions of employment shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause) and the severance amount referred to in paragraph (i) of Section 6.4 and a bonus equal to the lesser of the current fiscal year's target bonus or the prior fiscal year's actual bonus shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if: 3 4
Termination of Employment Following a Change in Control. In the event Executive's employment is terminated at any time within two years following the occurrence of a 3 4 Change in Control as set forth in that certain Change in Control Agreement (as defined in Section 25 below), then this Agreement shall become null and void and the terms and conditions of the Change in Control Agreement shall control.