Termination Without Cause in Connection with a “Change of Control Sample Clauses

Termination Without Cause in Connection with a “Change of Control. In the event that, within eighteen (18) months of a “Change of Control,” as defined below (with this time period being referred to as the “Change of Control Period”), the Executive’s employment with the Company is either (a) terminated by the Company without cause, or (b) terminated by the Executive for “Good Reason”, then, in addition to the severance benefits provided for in Section 5(e) of this Agreement, the Executive shall be entitled to certain enhanced severance benefits, contingent upon his compliance with the terms and conditions serving as prerequisites to his eligibility for Severance Compensation set forth in Section 5(e). Under such circumstances, the Executive shall be entitled to the following:
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Termination Without Cause in Connection with a “Change of Control. If: (i) the Company consummates a Change of Control (as defined in the Plan); and (ii) your employment is terminated by the Company without Cause or you resign from the Company for Good Reason (as defined below) within 12 months following a Change of Control; then 50% of your then outstanding but unvested options and restricted stock units held by you as of your employment termination date will accelerate and be deemed vested as of your employment termination date (the “Accelerated Vesting”).
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Termination Without Cause in Connection with a “Change of Control. If: (i) the Company consummates a Change of Control (as defined in the Company’s 2014 Stock Plan); and (ii) your employment is terminated by the Company without Cause (as defined in the Company’s 2014 Stock Plan) or you resign from the Company for Good Reason (as defined below) within 12 months following a Change of Control; then 50% of your then outstanding but unvested options and restricted stock units held by you as of your employment termination date will accelerate and be deemed vested as of your employment termination date (the “Accelerated Vesting”).
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Termination Without Cause in Connection with a “Change of Control. In the event that on or within Twenty Four (24) months following a change of control, (with this time period being referred to as the “Change of Control Period”), the Executive’s employment with the Company is either (a) terminated by the Company without Cause, or (b) terminated by the Executive for “Good Reason”, the Executive shall be entitled to the severance benefits provided for in Section 5(e) of this Agreement, subject to the conditions set forth in last paragraph of Section 5(e) applicable to Severance Compensation (relating to the execution and non-revocation of the Release and satisfaction of his obligations under Section 7 and/or Section 8); provided, however, that in lieu of the benefit described in Section 5(e)(i) and 5(e)(ii), the Executive shall be entitled to a cash lump sum payment equal to two (2) times the sum of his Base Salary and Target Bonus, payable within 60 days following the date of the Separation From Service, with such payment date within the Company’s sole discretion. Upon the Executive delivering and not revoking such Release, DFG and DFC agree to execute and promptly deliver the Release attached hereto as Exhibit B to the Executive. If the Executive delivers and does not revoke the Release in the time period provided therein, the benefits described in this Section 5(j) shall be due and payable to him; provided, however, that such Release shall not be effective as a release of claims until the Company delivers the Release attached hereto as Exhibit B to the Executive. For purposes of this Section 5(j), “change in control” shall mean a Change in Control as defined below in Section 5(a), provided that such Change in Control constitutes a change in the ownership or effective control of DFC or DFG (or both), or a change in the ownership of a substantial portion of the assets of DFC or DFG, in each case within the meaning of Treas. Reg. § 1.409A-3(i)(5). The enhanced Severance Compensation described in this Section 5(j) supersedes any other severance payment provided by any Company policy, plan or practice. Therefore, the Executive shall be disqualified from receiving any severance payment under any other Company severance policy, plan or practice. Unless otherwise provided by this Section 5, all compensation and benefits paid by the Company to the Executive shall cease upon his last day of employment.
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Termination Without Cause in Connection with a “Change of Control. If the Company terminates Executive's employment with the Company without Cause and such termination occurs during the period that is on or within thirty-six (36) months after a Change of Control, and Executive signs and does not revoke a mutually agreeable bi-lateral release of claims, then Executive will receive the following from the Company:
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Termination Without Cause in Connection with a “Change of Control. If Executive’s employment is terminated at any time during the Term by the Company without Cause (and not for death or Disability) or by Executive for Good Reason within twelve (12) months following a Change of Control, subject to Section 6.6 hereof, Executive shall be entitled to:
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Termination Without Cause in Connection with a “Change of Control. If the Company terminates Employee’s employment with the Company without Cause (other than due to his death or Disability), and such termination occurs during the Change of Control Period, and Employee signs and does not revoke the Release and provided that such release of claims becomes effective and irrevocable no later than the Release Deadline, then subject to this Section 4, Employee will receive the following:
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Termination Without Cause in Connection with a “Change of Control. If the Company terminates Executive’s employment without Cause upon the occurrence of, or within the twelve (12) months immediately following, the effective date of a Change of Control, the Company shall pay Executive’s base salary and accrued and unused vacation benefits earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if Executive furnishes to the Company an executed Release within the time period specified therein, but in no event later than forty-five (45) days following Executive’s termination, and if Executive allows such Release to become effective in accordance with its terms, then Executive shall be entitled to: (1) the Severance Payments and COBRA coverage described in Section 4.5.3 above; (2) accelerated vesting of any unvested shares subject to the Option and any additional equity awards of the Company, such that Executive shall become vested in one hundred percent (100%) of the shares subject to such Option and any additional equity awards of the Company on the effective date of the Release and (3) all stock options granted to Executive pursuant to the Plan shall remain exercisable pursuant to their terms for a period of twelve (12) months following the termination
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Related to Termination Without Cause in Connection with a “Change of Control

  • 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 (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • 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 in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • 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 With or Without Cause Notwithstanding any provision to the contrary in this Agreement, the Authority shall have the right to terminate this Agreement without cause by providing the Consultant thirty (30) days’ notice by registered mail, return receipt requested, or overnight express mail. Any provisions of this Agreement which expressly or by implication are intended to survive its termination or expiration will survive and continue to bind the Parties. The Authority shall also have the right to terminate this Agreement immediately, without prior notice, if the Consultant incurs in negligence, abandonment of its obligations and/or breach of the terms of the Agreement. The Consultant may terminate this Agreement if it determines any part of the services rendered hereunder would be in conflict with law or professional standards.

  • Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer:

  • Termination Without Cause or With Good Reason If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, the Company shall pay to Executive:

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

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