Termination of Employment in the Event of a Change of Control Sample Clauses

Termination of Employment in the Event of a Change of Control. A “Terminating Event” shall be defined as a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in section 409A of the Code and regulations thereunder. In the event the Executive’s employment terminates with the Employer or Employer’s successor within twenty-four (24) months of a Terminating Event and the Executive gives written notice to the Employer or Employer’s successor within thirty (30) calendar days of such Termination of Employment that the termination is for the reason that a Terminating Event has occurred, the Executive or his legal representative shall be entitled to be paid the Annual Benefit with the Applicable Percentage equal to one hundred percent (100%), for a period of fifteen (15) years, in one hundred eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive terminates employment. The Executive and Employer acknowledge that limitations on deductibility of the Annual Benefit for federal income tax purposes may be imposed under, but not limited to section 280G of the Code, and any successor to section 280G of the Code. The increase in the Applicable Percentage pursuant to the application of this Article 5.02 shall be limited to such increase in the Applicable Percentage (which increase shall not result in the Applicable Percentage being greater than one hundred (100%) percent) that results in the greatest amount of the Annual Benefit that is deductible by the Employer for federal income tax purposes after taking into account all other compensation payments to or for the benefit of the Executive that are included in determining the deductibility of such payments under section 280G of the Code or any successor to section 280G of the Code. In the event that prior to the application of this Article 5.02, all other compensation payments to or for the benefit of Executive results in the limitation of the deductibility by Employer of such payments under section 280G or any successor to section 280G of the Code, then this Article 5.02 shall not be applicable.
Sample 1
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Termination of Employment in the Event of a Change of Control. A “Terminating Event” shall be defined as a change in the ownership or effective control of the Employer, or in the ownership of a substantial portion of the assets of the Employer, as such change is defined in section 409A of the Code and regulations thereunder. In the event the Executive’s employment terminates with the Employer or Employer’s successor within twenty-four (24) months of a Terminating Event and the Executive gives written notice to the Employer or the Employer’s successor within thirty (30) calendar days of such Termination of Employment that the termination is for the reason that a Terminating Event has occurred, the Executive or his legal representative shall be entitled to be paid the Annual Benefit with the Applicable Percentage equal to one hundred percent (100%), for a period of fifteen (15) years, in one hundred eighty (180) equal monthly installments, with each installment to be paid on the first day of each month, beginning with the month following the month in which the Executive terminates employment. XXXXX XXXXXXXXXX & LONG PC
Sample 1

Related to Termination of Employment in the Event of a Change of Control

  • 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; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company terminates Executive’s employment with the Company without Cause or if Executive resigns from such employment for Good Reason, and such termination occurs within the period beginning three (3) months before, and ending twelve (12) months following, a Change of Control, and Executive signs and does not revoke a release of claims with the Company (in a form reasonably acceptable to the Company) and provided that such release of claims becomes effective no later than the Release Deadline, then subject to this Section 3, Executive will receive the following:

  • 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:

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