Termination of Employment in Connection with a Change in Control Clause Samples

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. (b) For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if: (i) Twenty-five (25) percent or more of ownership, control, power to vote, or beneficial ownership of any class of voting securities of the Company and or Bank is acquired by any person, either directly or indirectly or acting through one or more other persons; (ii) any person (other than any person named as a proxy in connection with any solicitation on behalf of the Board) holds revocable or irrevocable proxies, as to the election or removal of three (3) or more Directors of the Company and or Bank, for twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank; (iii) any person has received all applicable regulatory approvals to acquire control of the Company and or Bank; (iv) any person has commenced a cash tender or exchange offer, or entered into an agreement or received an option, to acquire beneficial ownership of twenty-five (25) percent or more of the total number of voting shares of the Company and or Bank, whether or not any requisite regulatory approval for such acquisition has be...

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: (1) Base Salary earned but not paid prior to the Termination Date, payable within 15 days after the Termination Date; (2) all annual incentive compensation awards with respect to any year prior to the year in which the Termination Date occurs that have been earned but not paid, payable (i) if the amount of the award had been determined as of or prior to the Termination Date, then within 15 days after the Termination Date or (ii) if the amount of the award had not been determined as of or prior to the Termination Date, then at such time as such awards would have been paid in the absence of such termination of employment; (3) a pro rata Target Bonus, payable within 15 days after the Termination Date; (4) a lump sum cash amount equal to 300% of the sum of (i) the greater of (x) the Base Salary in effect on the Termination Date or (y) the Base Salary immediately prior to any reduction that would constitute Good Reason, plus (ii) the greater of (a) the Target Bonus in effect on the Termination Date or (b) the Target Bonus immediately prior to any reduction that would constitute Good Reason, payable within 15 days after the Termination Date; (5) all restricted stock, restricted stock units, performance shares, performance units, stock options, stock appreciation rights and all other equity-based LTIC awards shall immediately vest as of the Termination Date assuming, for these purposes, that all target goals had been achieved as of the Termination Date and shall be paid or distributed, as the case may be, within 15 days after the Termination Date; (6) all performance-based compensation payable in cash and based on a performance metric other than stock price shall be paid on a pro rata basis based on the portion of the performance period completed as of the Termination Date and assuming, for these purposes, that all target goals had been achieved as of the Termination Date, payable within 15 days after the Termination Date; (7) all stock options held by the Executive as of the Termination D...

Termination of Employment in Connection with a Change in Control. For purposes of applying Section 6(g) of the Plan to this Agreement, a ▇▇▇▇▇▇▇’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. 20.1 Applicability of Section 2. No payments will be required under -------------------------- Section

Termination of Employment in Connection with a Change in Control. Notwithstanding the terms set forth in Section 5.5 and 5.6, if Executive’s employment with the Company is terminated pursuant to Section 5.5 or Section 5.6 hereof (i) within 90 days prior to the effective time of a Change in Control or (ii) from the effective time of a Change in Control until the date that is 12 months after the occurrence of a Change in Control, subject to the same conditions on payment and benefits set forth in Section 5.5, (i) Executive shall be entitled to the payments and benefits provided in Sections 5.5(a), (b), (c) and (e) hereof, (ii) Executive shall be entitled to an amount equal to one and a half (1.5) times the sum of (y) an amount equal to Executive’s Base Salary at the time of the Termination Date plus (z) an amount equal to Executive’s Target Bonus for the year in which the Termination Date occurs, such amount to be to be paid quarterly in equal installments upon the last day of each fiscal quarter following the Termination Date; provided, however, in the event such termination occurs within the 90 day period prior to the effective time of a Change in Control, the amount due to Executive under clause (ii) that is in excess of the amount previously paid to Executive under Section 5.5(d), shall be paid within sixty (60) days following the effective time of such Change in Control, and (iii) all equity incentive awards held by Executive with are subject to performance-based vesting conditions will vest based upon target performance, effective as of the date of Executive’s termination and will be settled within 60 days of the later of the Termination Date or, if later, Change in Control (or, to the extent required to comply with Section 409A of the Code, such later time as specified in the applicable award agreement). For the avoidance of doubt, Executive shall not be entitled to duplicate amounts under Section 5.5(d) and clause (ii) of the foregoing sentence. With respect to clause (iii) of the foregoing sentence, in the event of a termination of employment which occurs prior to a Change in Control, any such award shall remain outstanding for ninety (90) days following such termination of employment and, if no Change in Control has occurred as of such date, shall be treated in accordance with the terms of the applicable award agreement (including, if applicable, treating any unvested performance-based equity incentive awards as forfeited as of the Termination Date).

Termination of Employment in Connection with a Change in Control. If Executive’s employment is terminated within ninety (90) 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 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. If, during the Term, the Executive's employment with the Company shall be terminated within twelve (12) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive's employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Executive other than for Good Reason, the Company shall pay to the Executive his or her Accrued Compensation. In addition to the foregoing, if the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his or her beneficiaries a Pro Rata Bonus. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefits plans and other applicable programs and practices then in effect. (b) If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 2(a), the Executive shall be entitled to the following: (1) the Company shall pay the Executive all Accrued Compensation and a Pro Rata Bonus; and (2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount equal to the sum of (i) the Executive's Base Amount and (ii) the Executive's Bonus Amount. (c) If (X) the Executive's employment is terminated by the Company without Cause, or (Y) the Executive terminates employment for Good Reason (1) within six (6) months prior to a Change in Control, or (2) prior to the date of a Change in Control but the Executive reasonably demonstrates that such (X) termination or (Y) event or condition (A) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control (a "THIRD PARTY") and who effectuates a Change in Control or (B) otherwise arose in connection with, or in anticipation of a Change in Control which has been threatened or proposed and which actually occurs, such termination shall be deemed to have occurred after a Change in Control, provided a Change in Control shall actually have occurred.

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: (i) a lump sum payment equal to twenty-four (24) months of Executive’s base salary in effect as of the Termination Date; (ii) a lump sum payment equal to the Annual Bonus amount paid at the target amount for the year in which the Termination Date occurs; (iii) the COBRA Continuation Payments provided in Section 7(b)(iii); and (iv) the rights of the Executive with respect to any equity or equity-related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement.