Termination without Cause by Company Related to a Change in Control Sample Clauses

Termination without Cause by Company Related to a Change in Control. If Company terminates Employee’s employment without Cause (excluding death or Disability), and such termination occurs inside the Change in Control Period, then Company shall pay Employee’s Base Salary through the date of termination, any accrued but unpaid Target Performance Bonus for the prior year, a lump sum payment of 100% of the Target Performance Bonus for year in which the termination occurs, in a lump sum on the first payment date described in clause (a) below, and severance pay in an amount equal to: (a) the base salary that would be payable to Employee over the Severance Period in equal installments as set forth in Section 3.3.1, beginning with the Company’s first payroll period following the sixtieth (60th) day after Employee’s termination with the first payment to include any payments attributable to the period between the date of termination and the date of such first payment; and (b) twenty-four (24) times the monthly premiums that Employee would be required to pay if Employee and Employee’s eligible dependents then participating in the Company’s group health insurance plan elected to continue their current level of coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), regardless of whether such election is made, in a lump sum on the first payment date described in clause (a) above. Furthermore, in the event of termination without cause by the Company related to a Change in Control, Employee shall be entitled to automatic full vesting in all outstanding equity grants made to Employee at any time prior to the date of termination.
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Related to Termination without Cause by Company Related to a Change in Control

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination Without Cause by Company The Company may terminate this Agreement at any time during the Term without “Cause” upon 5 days written notice to Employee.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Without Cause or Constructive Termination Without Cause In the event the Executive's employment is terminated without Cause, other than due to disability or death, or in the event there is a Constructive Termination Without Cause, the Executive shall be entitled to:

  • Constructive Termination Without Cause In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.

  • Termination Without Cause The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

  • Termination without Cause or Resignation with Good Reason The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following:

  • 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 by Corporation Without Cause Corporation may terminate Executive’s employment with Corporation without Cause for any reason or for no reason at any time by written notice to Executive.

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