Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:
Termination of Employment in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason during (i) the 6-month period immediately preceding the date of the Change in Control or (ii) the 2-year period immediately following the date of the Change in Control, the Term of Employment shall end as of the date of the termination of the Executive’s employment without Cause or for Good Reason, as the case may be, and the Executive shall be entitled to the following:
Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Company and or the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a “Change in Control” (as defined below) in the event the Employee’s employment is terminated voluntarily by the Employee or involuntarily by the Company and or the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Company and or Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee’s employment with the Company and or Bank, if such termination occurs. No payment hereunder shall affect the Employee’s entitlement to any vested benefits or other compensation payments.
Termination of Employment in Connection with a Change in Control. If, during the Term, the Executive's employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits:
Termination of Employment in Connection with a Change in Control. For purposes of applying Section 6(g) of the Plan to this Agreement, a Xxxxxxx’s employment will be deemed to have been terminated “in connection with” a Change in Control if such termination occurs during the three (3) month period prior to the Change in Control Date or during the twenty-four (24) month period beginning on the Change in Control Date. If the termination occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to the application of Section 6(g) of the Plan, the Change in Control Date shall be a Vesting Date.
Termination of Employment in Connection with a Change in Control. 5.1 Applicability of Section 2. No payments will be required under -------------------------- Section 1.11 of this Agreement in connection with the Executive's Termination of Employment to the extent that the payments and benefits provided for by Section 2 of this Agreement are paid or provided to the Executive.
Termination of Employment in Connection with a Change in Control. If Executive’s employment is terminated within one hundred eighty (180) days before or after a Change in Control for any reason other than (a) Cause, or (b) Executive’s resignation that does not qualify under Section 6.2, then any and all of the shares and/or options of Innocoll AG owned by Executive that remain subject to forfeiture shall automatically become no longer subject to forfeiture upon the latter to occur of: (i) the occurrence of the Change in Control, or (ii) the termination of Executive’s employment as provided above; provided, however, that if Executive’s resignation qualifies under Section 6.2, Executive must comply with the thirty (30) days written notice and opportunity to cure requirements of Section 6.2, and in such event, Executive shall be entitled to the compensation and benefits specified in Section 6.3 hereof, as well as, the acceleration of vesting of his equity compensation, subject to limitations imposed under German law.
Termination of Employment in Connection with a Change in Control. The following provisions of this Section 5.2 supersede any inconsistent provision of Section 2.2. The Stock Units subject to the Award, to the extent such Stock Units are outstanding and have not previously become vested in accordance with the terms hereof, shall be deemed to be fully vested as of the Grantee’s Severance Date if the Grantee incurs a Qualifying Termination. The Grantee shall be deemed to have incurred a “Qualifying Termination” for this purpose if any of the following events occur: • the Grantee's employment is terminated by the Corporation or a Subsidiary without Cause within the period that ends with a Change in Control Event and begins with the first to occur of (i) the initial public announcement of the Change in Control Event, or (ii) the 90th day preceding the Change in Control Event, • the Grantee's employment is terminated by the Corporation or a Subsidiary for any reason other than Cause (and other than due to the Grantee's death or Disability) upon or at any time within two years following the Change in Control Event, or • the Grantee terminates employment with the Corporation or a Subsidiary for Good Reason upon or at any time within two years following the Change in Control Event.
Termination of Employment in Connection with a Change in Control. If there is a termination of the Employment Period in connection with a Change in Control, in addition to the Accrued Rights, subject to the Executive’s compliance with Section 7(d), the Company will provide the Executive the following:
Termination of Employment in Connection with a Change in Control. (a) If during the term of this Agreement there is a change in control of the Bank, the Employee shall be entitled to receive as a special compensation a lump sum cash payment as provided for herein, in connection with or within one (1) year after a "Change in Control" (as defined below) in the event the Employee's employment is terminated voluntarily by the Employee or involuntarily by the Bank without cause in connection with or within one (1) year after a change in control has occurred. The amount of this payment shall be equal to three (3) times the annual base compensation, year-end Christmas bonus, and special bonuses, if any, paid to the Employee by the Bank during the calendar year preceding the year in which the Change in Control occurs. Payment under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the employee as damages for the loss of employment, in the event that such loss occurs. Payment under this
