Termination Upon a Change in Control Sample Clauses


Termination Upon a Change in Control. In the event of a Termination Upon a Change in Control, the Employee shall immediately be paid all accrued salary, bonus compensation to the extent earned, vested deferred compensation, if any (other than pension plan or profit sharing plan benefits which will be paid in accordance with the applicable plan), any benefits under any plans of Employer or Avocent in which the Employee is a participant to the full extent of the Employee’s rights under such plans (including having the vesting of any awards granted to the Employee under any AHC or Avocent stock option plans fully accelerated), accrued vacation pay and any appropriate business expenses incurred by the Employee in connection with his duties hereunder, all to the date of termination, and all severance compensation provided in Section 4.1, but no other compensation or reimbursement of any kind.


Termination Upon a Change in Control. If Executive’s employment with the Company is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

Termination Upon a Change in Control. If a Change in Control (as defined herein) occurs during the Employment Period and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case within one hundred eighty (180) days after the effective date of the Change in Control, then the Executive shall be entitled to the payments and benefits provided in Section 4(a), subject to the terms and conditions thereof. In addition, in the event of such a termination of the Executive’s employment, all outstanding stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events:

Termination Upon a Change in Control. If within the Contract Term (a) there occurs a Change of Control and (b) within an eighteen (18) month period subsequent to the Change of Control the Company terminates the employment of the Executive without Cause (other than for death or Disability) or the Executive terminates his employment for Good Reason (other than for death or Disability), the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump sum the Executive’s Accrued Annual Base Salary. Additionally, as soon as reasonably practicable after six (6) months and one (1) day following the Termination of Employment, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (18) months of the Executive’s Monthly Base Salary. The Executive shall also be entitled to a lump sum payment, in cash, equal in value to the sum of (a) eighteen (18) months of the Company’s automobile reimbursement policy, and (b) eighteen (18) months of premiums for any term life insurance policy maintained or paid for by the Company for the benefit of the Executive or the Executive’s designated beneficiaries. The value of the lump sum benefit payable pursuant hereto shall be based upon the value of such benefits to the Executive immediately prior to the Termination of Employment. In addition to the foregoing benefits, Executive shall be entitled to participate, for eighteen (18) months following Termination of Employment, in the following employee benefit plans maintained by the Company to the extent the Executive is a participant in such employee benefit plans immediately preceding the Date of Termination: group medical insurance, and group dental insurance. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. The COBRA continuation period for the Executive shall begin at the end of such eighteen (18) month period. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s income. The Executive’s entitlement to any termination benefits pursuant to this Section 4.4 are expressly conditioned upon the Executive’s execution of a General Release and Waiver as set forth in Section 6.7 (and as attached in form as “Exhibit A” hereto) prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder.

Termination Upon a Change in Control. If Executive’s employment is terminated by Company without Cause (as defined in subsection 7.1 above) or Executive resigns for Good Reason (as defined in subsection 7.4(c) below) within twenty-four (24) months after a Change in Control (as defined in subsection 7.4(d) below), Executive shall be entitled to receive the Severance Package described in subsection 7.4(a) below, in lieu of the Severance Package described in subsection 7.2(a) above, provided Executive complies with all of the conditions described in subsection 7.2(b) above.

Termination Upon a Change in Control. If the Employee is an “Eligible Employee” as defined in the Key Employee Change in Control Severance Plan adopted by the Company in December 2007, as amended on November 25, 2009 (the current terms of which are attached hereto as Exhibit B) (the “Change in Control Plan”) at the time of a Change in Control, as defined in said Change in Control Plan, then any termination of the Employee’s employment following such Change in Control shall be governed by the terms of the Change in Control Plan and no benefits shall be provided under the terms of this Agreement.

Termination Upon a Change in Control. Executive may terminate this Agreement and his employment hereunder upon the occurrence of a Change in Control (as defined below) by providing the Company with written notice within twenty (20) business days of the Change in Control. In such event, the Company shall pay Executive the Severance Payment, the Non-Compete Payment, and the Medical Benefits.


Termination Upon a Change in Control. In the event of a Participant’s Termination Upon a Change in Control, the Participant shall be entitled to receive the compensation and benefits described in this Section 5. The provision, time and manner of payment or distribution of all such compensation and benefits shall be subject to, limited by and construed in accordance with the requirements of Section 409A of the Code, to the extent applicable, including any delay in payments after a Termination Upon a Change in Control of a Specified Employee required by Section 409A.5.1Accrued Obligations. The Participant shall be entitled to receive:

Termination Upon a Change in Control. Subject to Section 4(d) above, if a Change in Control (as defined herein) occurs during the Employment Period and the Executive incurs a Separation from Service (a) by reason of a termination by the Company without Cause or by the Executive for Good Reason, in each case within two (2) years after the effective date of the Change in Control or (b) provided that the Executive remains continuously employed by the Company through the one year anniversary of the effective date of the Change in Control (the “CIC Anniversary Date”), by the Executive for any reason on or within 30 days after the CIC Anniversary Date (a “Change in Control Resignation”), then the Executive shall be entitled to the payments and benefits provided in Section 4(a) hereof, subject to the terms and conditions thereof (including, without limitation, the requirement that a condition to the Executive’s right to receive the amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii), (iv), and (v) is that the Executive execute, deliver and not revoke the Release), except that for purposes of this Section 5, the Severance Multiple shall equal two (2). In addition, in the event of a Separation from Service described in this Section 5, all outstanding stock options, restricted stock and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company), other than the Performance Award, shall become immediately vested and exercisable in full. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following events:

Termination Upon a Change in Control. In the event of termination by Employee for Good Reason or Termination by the Employer without Cause within twenty-four (24) months following a Change in Control, Employee shall be entitled to the compensation and benefits described in Sections 14(b) and (c). Employee’s obligations under Sections 4 and 5 hereof shall survive in full force and effect his termination of employment pursuant to this Section 14.