Upon Termination of Employment Following a Change of Control Sample Clauses

Upon Termination of Employment Following a Change of Control. Notwithstanding anything in Section 3 above to the contrary but subject to the provisions of Section 4(c) below, in the event that (i) a Change of Control occurs prior to the time that all of the Units shall no longer be subject to any risk of forfeiture under Section 3, (ii) the Grantee is an employee of the Company or any of its Affiliates immediately prior to such Change of Control, and (iii) either (A) the Grantee voluntarily terminates his employment with the Company and all of its Affiliates following (x) any material adverse change (without Grantee’s written consent) in the authorities, duties or responsibilities of Grantee’s employment with the Company or any of its Affiliates that occurs as a result of, or after, such Change of Control or (y) any relocation of the Grantee (without his written consent) by the Company or any of its Affiliates after such Change of Control to a location that increases Grantee’s commute prior to such relocation by more than fifty (50) miles or (B) the Company or any of its Affiliates terminates the Grantee’s employment with the Company and all of its Affiliates for any reason or no reason (other than Cause, as such term is defined in Section 4(d) below), in the case of any of the foregoing clauses (A) or (B) if the applicable termination of employment occurs at any time within 365 days after the occurrence of such Change of Control, then one hundred percent (100%) of such Units that are, immediately prior to any such termination of employment by Grantee or by the Company or any of its Affiliates, still subject to risk of forfeiture under Section 3 shall, immediately following any such termination of employment by Grantee or by the Company or any of its Affiliates, no longer be subject to any risk of forfeiture under Section 3 above, as applicable. In the case of those Units that are, immediately prior to any such termination of employment by Grantee or by the Company or any of its Affiliates, still subject to risk of forfeiture under Section 3, the foregoing provisions of this Section 4(b) shall be implemented ratably across all of such Units regardless of the date when each of such Units would have otherwise no longer been subject to risk of forfeiture under Section 3 above.
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Upon Termination of Employment Following a Change of Control. Notwithstanding anything in Section 3 above to the contrary but subject to the provisions of Section 4(c) below, in the event that (i) a Change of Control occurs prior to the time that all of the Units and all of the Performance Units shall no longer be subject to any risk of forfeiture under Section 3, (ii) the Grantee is an employee of the Company or any of its Affliates immediately prior to such Change of Control, and (iii) either (A) the Grantee voluntarily terminates his employment with the Company and all of its Affiliates following (x) any material adverse change (without Grantee’s written consent) in the
Sample 1
Upon Termination of Employment Following a Change of Control. Notwithstanding anything in Section 3(a) or Section 3(b) above to the contrary but subject to the provisions of Section 4(c) below, in the event that (i) a Change of Control occurs prior to the time that all of the Continued Employment Units and all of the Performance Units shall no longer be subject to any risk of forfeiture under Section 3(a) or Section 3(b), as applicable, (ii) the Grantee is an employee of the Company or any of its Affliates immediately prior to such Change of Control, and (iii) either (A) the Grantee voluntarily terminates his employment with the Company and all of its Affiliates following (x) any material adverse change (without Grantee’s written consent) in the authorities, duties or responsibilities of Grantee’s employment with the Company or any of its Affiliates that occurs as a result of, or after, such Change of Control or (y) any relocation of the Grantee (without his written consent) by the Company or any of its Affiliates after such Change of Control to a location that increases Grantee’s commute prior to such relocation by more than fifty (50) miles or (B) the Company or any of its Affiliates terminates the Grantee’s employment with the Company and all of its Affiliates
Sample 1

Related to Upon Termination of Employment Following 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 Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • 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:

  • Payments Upon Termination of Employment (a) If Executive's employment with the Company is terminated by reason of:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Benefits Upon Termination of Employment If the Executive is entitled to benefits pursuant to this Section 2, the Company agrees to pay or provide to the Executive as severance payment, the following:

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • 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).

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