Change of Control Covered Termination Sample Clauses

Change of Control Covered Termination. Notwithstanding Section 4(a) above, if Employee’s employment terminates due to a Change of Control Covered Termination, Employee shall be entitled to receive the following:
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Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company shall make a lump sum payment to Executive equal to (i) twelve (12) months of Executive's Base Salary plus (ii) an amount equal to one times the annual performance bonus received by the Executive during the year preceding the effective date of the Covered Termination, less (iii) the total of any amounts payable to Executive pursuant to the letter agreement dated November 29, 1995 between the Company and Executive, as amended (the "Letter Agreement"), other than amounts payable for reimbursement of COBRA payments; and (B) to the extent not payable under the Letter Agreement, the Company will reimburse Executive for the cost of Executive's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a twelve (12) month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Executive will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Executive upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination. 4.
Change of Control Covered Termination. Notwithstanding Section 4(a) above, if Employee’s employment terminates due to a Change of Control Covered Termination, Employee shall be entitled to receive the following: (i) a lump sum payment to be paid on his last day of employment equal to the higher of twelve (12) months of his then current Base Salary, or twelve (12) months of his Base Salary immediately prior to the effective date of the Change of Control; provided that such amount shall be subject to all required tax withholding; (ii) a lump sum payment to be paid on his last day of employment equal to one hundred percent (100%) of the target annual bonus for the period in which his employment is terminated; and (iii) provided that Employee elects continued coverage under federal COBRA law, Employer shall pay the premiums of Employee’s group health and dental insurance coverage, including coverage for Employee’s eligible dependents for a maximum period of twelve (12) months following the effective date of the Change of Control Covered Termination; provided however that Employer shall pay such premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the effective date of the Change of Control Covered Termination; and provided further, that Employer shall be relieved of its obligation under this Section 5(b)(iii) as of the effective date of Employee’s coverage by a health insurance plan of a subsequent employer.
Change of Control Covered Termination. If a Covered Termination shall occur on or before the Expiration Date:
Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company shall make a lump sum payment to Executive equal to (i) twelve (12) months of Executive's Base Salary plus (ii) an amount equal to one times the annual performance bonus received by the Executive during the year preceding the effective date of the Covered Termination; and (B) the Company will reimburse Executive for the cost of Executive's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a twelve (12) month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Executive will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Executive upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination. 4.
Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control:
Change of Control Covered Termination. If a Change of Control shall ------------------------------------- occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company or Americas shall make a lump sum payment to Executive equal to (i) twelve (12) months of Executive's Base Salary plus (ii) an amount equal to one times the annual performance bonus received by the Executive during the year preceding the effective date of the Covered Termination; and (B) the Company or Americas will reimburse Executive for the cost of Executive's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a twelve (12) month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Executive will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Executive upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination. The obligations of the Company and Americas hereunder shall be joint and several.
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Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company shall make a lump sum payment to Associate equal to (i) one half of Associate's Base Salary plus (ii) an amount equal to one-half (1/2) times the annual performance bonus received by the Associate, excluding Guaranteed Bonus, during the year preceding the effective date of the Covered Termination; and (B) the Company will reimburse Associate for the cost of Associate's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a six month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Associate will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Associate upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination.

Related to Change of Control Covered Termination

  • Covered Termination “Covered Termination” shall mean Executive’s Constructive Termination or the termination of Executive’s employment by the Company other than for Cause.

  • Change of Control Termination A termination of Executive’s employment by the Company without Cause, by Executive for Good Reason or by Executive upon the expiration of the Term following the Company’s election not to extend the Term, in any case during a Protected Period following a Change of Control, will entitle Executive to the benefits specified in Section 4.3(c).

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Required Termination If a court of competent jurisdiction or Government Authority issues a final non-appealable order or judgment holding that all or part of the Agreement or all or a part of the Services offered under the Agreement are in violation of any Law (each, a “Judgment”), the affected party has the right to terminate those portions of the Agreement that are part of such Judgment by providing the other party with written notice of its intent to terminate such portions of the Agreement, and subject to Section II.E, such termination of such portions of the Agreement will be effective as of the date specified in such notice.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • 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 After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

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

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