Termination Upon Change in Control Sample Clauses


Termination Upon Change in Control. In the event that an Optionholder’s Continuous Service terminates as of, or within twelve (12) months following a Change in Control, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination of Continuous Service) within such period of time ending on the earlier of (i) the date twelve (12) months following the effective date of the Change in Control, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Optionholder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.


Termination Upon Change in Control. The Plan Sponsorthe right to terminate the Plan and distribute all vested amounts credited to Participant Accounts upon a Change in Control as described in Section 9.7.

Termination Upon Change in Control. If the Employer terminates the Plan within thirty days preceding or twelve months following a Change in Control, the Deferred Compensation Account of each Participant shall become fully vested and payable to the Participant in a lump sum within twelve months following the date of termination.

Termination Upon Change in Control “Change in Control” shall mean the occurrence of any of the following events:

Termination Upon Change in Control. If the Company terminates Executive’s employment without Cause or Executive terminates employment for Good Reason within the twelve (12) months after a Change in Control, the Executive shall receive (i) the Accrued Benefits described in Section 8.1 above, (ii) a pro-rata bonus with respect to the calendar year in which the Effective Date of Termination occurred to the extent performance goals related to the bonus have been achieved (to be paid at the same time bonuses are normally paid for the year), (iii) a cash payment equal to eighteen (18) months of the Executive’s Annual Salary and annual bonus at target level in effect on the day of termination (the Severance Payment) payable after the Release Effective Date, (iv) health benefits for eighteen (18) months to the extent that payment of such benefits does not cause Company’s health care benefit plans to fail any discrimination testing that may become applicable, (v) all unvested equity awards held by the Executive shall fully vest, (vi) all vested equity awards must be exercised by the Executive by the earlier of (A) the one-year anniversary of the Effective Date of the Termination and (B) the Option Expiration Date, and (vii) this Agreement shall otherwise terminate upon the Effective Date of the Termination and the Executive shall have no further rights hereunder but shall remain bound by Executive’s obligations in Sections 4, 5 and 6 of this Agreement) provided that in order for the Executive to receive any amounts or items in the foregoing clauses (ii) through (vii), the Executive shall first execute a separation agreement and legal release in accordance with Section 8.8.In the event that Executive becomes entitled to receive any amounts or items under this Section 8.5, Executive shall not be entitled to receive any amounts of items under Section 8.2 of this Agreement.For purposes of this Agreement, “Cause” shall mean if Executive

Termination Upon Change in Control. In the event that Executive’s employment is terminated following a Change in Control, the following provisions shall apply:

Termination Upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his or her employment for Good Reason or the Employee's employment is terminated by the Company for any reason other than for Cause (a "Change in Control Termination”), then the Employee shall, subject to the conditions set forth in Paragraph 4, be entitled to the following severance benefits:


Termination Upon Change in Control. If the Employer terminates the Plan within twelve months of a Change in Control, the Deferred Compensation Account of each Participant shall become fully vested and payable to the Participant in a lump sum.

Termination Upon Change in Control. Following a Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) by delivering written notice of termination to the other Party no less than thirty (30) days before the Termination Date.

Termination Upon Change in Control. If during the term or extended term of this Agreement and within two (2) years following a Change in Control, the Executive’s employment with the Company is terminated, in addition to his base compensation and any bonus then payable through the Date of Termination and, at the Executive’s own expense, any continuation of health insurance coverage rights under any applicable law, the Executive shall be entitled to the benefits provided below, unless such termination is (i) because of the Executive’s death, Disability or retirement, (ii) by the Company for Cause or (iii) by the Executive other than for Good Reason; provided, however, that in the event the Executive’s employment is terminated for any reason and subsequently a Change in Control occurs, the Executive shall not be entitled to any benefits hereunder, other than pursuant to Sections 3.1 and 3.2: