Change of Control Compensation. In the event there should occur a Change of Control (as defined below), and (i) your employment by the Company is terminated by the Company for any reason other than for Cause or on account of your permanent disability or death or (ii) there occurs a Constructive Termination, the Company will pay to you as severance, in one lump sum amount an amount equal to twelve (12) months of your then-current annual base salary in effect immediately prior to the time of such termination. Subject to Section 5.6, such amount will be paid by the Company as soon as administratively possible following such termination, but in all events not later than fifteen (15) days following the effective date of such termination. Such amounts paid will be reduced by all applicable withholding taxes and other deductions required by law and any additional amounts authorized by you to be withheld.
Change of Control Compensation. Should a Change of Control event as in 8(c) above occur resulting in Executive resigning for reasons as per 8(b) above, Iradimed shall pay Executive the full amount of any earned but unpaid Base Salary through the date of termination, his accrued but unused vacation leave as of the last day worked, his approved business expenses, the full amount of any unpaid cash bonus awarded for any fiscal years prior to the resignation plus an amount equal to three (3) times his then current annual salary.
Change of Control Compensation. In the event of a completion of a tender or exchange offer for more than fifty percent (50%) of the voting securities of the Company by any company or entity or affiliated group of companies or entities not affiliated with the Executive, the stock options, described in paragraph 5(e), shall immediately be exercisable and any unvested shall immediately vest.
Change of Control Compensation. If, pursuant to Section 5.2 hereof, Employee terminates this Agreement within six months of a Change of Control (as defined in Section 6.1 hereof), as severance pay and in lieu of any further salary for periods subsequent to the date of termination, Employee shall receive 2.99 times the sum of all amounts (collectively, "Change of Control Compensation") paid to Employee pursuant only to Sections 3.1 and 3.2 hereof during the five complete calendar years preceding the calendar year during which the Change of Control occurs (or such lesser number of calendar years in the event Employee has been employed by the Company for fewer than five such calendar years) divided by five (or such lesser number in the event Employee has been employed by the Company for fewer than five such calendar years). The following provisions shall apply for purposes of this Section 3.5:
Change of Control Compensation. On only one occasion, in the event of a Change of Control of Employer during the Employment Term or within 6 months after a termination of the Employment Term by Employer pursuant to Sections 5(a)(i) or 5(a)(iii) in contemplation of such Change of Control or by Executive pursuant to Section 5(b)(i), Employer shall pay to Executive, within 30 days after the date of such Change of Control, in one lump sum, subject to withholding for applicable federal, state and local taxes, an amount equal to the lesser of (a) $385,000 and (b) 2.99 times Executive's "base amount" (as such term is used in Code Section 280G) ("Change of Control Compensation"); provided, however, that in the event that such amount when aggregated with any other amounts that are or, absent this provision, would be "parachute payments" (as such term is used in Code Section 280G) with respect to Executive exceeds 2.99 times Executive's base amount, then the amount of the Change of Control Compensation shall be reduced such that when aggregated with such other amounts, the aggregate amount shall not exceed 2.99 times Executive's base amount if and only if the net after-tax amount received by Executive, taking into account such reduction, exceeds the net after-tax amount, taking into account any additional tax as a result of the application of Code Section 4999, that Executive would have received if the amount of the Change of Control Compensation had not been reduced. For purposes of this Agreement, a "Change of Control" shall be deemed to have occurred if:
Change of Control Compensation. In the event there should occur a Change of Control (as defined below), and (i) your employment by the Company terminates for any reason other than for Cause or on account of your permanent disability or death or (ii) there occurs a Constructive Termination, the Company will pay to you as severance, in one lump sum amount (unless you indicate in writing to the Company prior to the Company’s payment of your election to be paid in installments over a specified period) an amount equal to six (6) months of your annual base salary in effect immediately prior to the time of such termination. Such amount will be paid by the Company as soon as administratively possible following such termination, but in all events not later than fifteen (15) days following the effective date of such termination. Such amounts paid will be reduced by all applicable withholding taxes and other deductions required by law and any additional amounts authorized by you to be withheld.
Change of Control Compensation. In the event there should occur a Change of Control (as defined below), and (i) Executive’s employment by the Company terminates for any reason other than for Cause or on account of Executive’s permanent disability or death or (ii) there occurs a Constructive Termination (as defined below), the Company will pay to Executive as severance, in one lump sum amount (unless Executive indicates in writing to the Company prior to the Company’s payment of his election to be paid in installments over a specified period) an amount equal to one year of Executive’s annual base salary and annual bonus in effect immediately prior to the time of such termination. Such amount will be paid by the Company as soon as administratively possible following such termination, but in all events not later than fifteen (15) days following the effective date of such termination. Such amounts paid will be reduced by all applicable withholding taxes and other deductions required by law and any additional amounts authorized by Executive to be withheld.
Change of Control Compensation. On only one occasion, in the event of a Change of Control of Employer during the Employment Term or within 6 months after a termination of the Employment Term by Employer pursuant to Sections 5(a)(i) or 5(a)(iii) in contemplation of such Change of Control or by Executive pursuant to Section 5(b)(i), Employer shall pay to Executive, within 30 days after the date of such Change of Control, in one lump sum, subject to withholding for applicable federal, state and local taxes, an amount equal to (a) if the Change of Control occurs before December 31, 1997, $700,000; and (b) if the Change of Control occurs after December 31, 1997, two times the sum of (i) Executive's Base Compensation for the prior calendar year and (ii) Executive's Bonus with respect to the prior calendar year, and any retention payments paid or payable to Executive within the twelve month period prior to the Change of Control, in each case, annualized if the Employment Term was less than a full year in such year (which, as of 12/19/97, totals $1.1 million) ("Change of Control Compensation"); provided, however, Executive may, at her election, and only at her election, (i) extend the otherwise effective duration of the covenants under Section 6(b) (excluding those relating to the private practice of law) by up to an additional 24 months, in exchange for a payment to her by Employer of $24,000 per month with respect to the first 12 months of such extension and $12,000 per month with respect to the next 12 months of such extension, payable in the same manner and at the same time as the Change of Control Compensation; and provided further that Executive agrees to and accepts an offsetting reduction, on a dollar-for-dollar basis, in the Change of Control Compensation and in no event shall the aggregate amount of such additional payments exceed the amount by which the Change of Control Compensation is so reduced or, in the alternative, (ii) elect to terminate the Employment Term pursuant to Section 5(b)(i), whereby the Termination Compensation payable in respect thereto shall reduce the Change of Control Compensation on a dollar-for-dollar basis by the amount of the Termination Compensation received by her. Any such election by Executive shall be made within thirty days after a Change of Control.
Change of Control Compensation. (a) Within 30 days following the occurrence of a Change of Control, the Company will pay to the Employee in a single lump sum an amount equal to one times the Employee’s Base Salary. Without limiting the rights of the Employee at law or in equity, if the Company fails to make any payment required to be made hereunder on a timely basis, the Company will pay interest on the amount or value thereof at an annualized rate of interest equal to six percent (6%) per annum. Such interest will be payable as it accrues. The Employee will also be entitled to be reimbursed for the attorneys’ fees, costs and expenses related to the Company’s failure to pay. To the extent necessary to comply with Section 409A of the Code, if a payment obligation arises under this paragraph, then such payment shall be made within two and one half months of the next calendar year in which the obligation arises; provided, however, that this provision shall not act to extend any other period of time for such payment otherwise imposed by this Agreement, a court or applicable law.
Change of Control Compensation. Specifically in consideration of your signing this Agreement and subject to the limitations, obligations, and other provisions contained in this Agreement, in accordance with your Employment Agreement, the Company agrees to issue to you 3,860,401 shares (the "Bonus Shares") of the Company's common stock, par value $0.001 per share, which shall represent the Company's entire obligation to pay to you a "Change of Control Bonus" in accordance with your Employment Agreement. It is understood that the number of Bonus Shares described in the preceding sentence is prior to giving effect to a proposed I-for-50 reverse split of the Company's common stock that is anticipated to be effected immediately prior to the consummation of the transactions described in the Merger Agreement (the "Reverse Split"). Accordingly, you understand that the actual stock certificate representing the Bonus Shares may reflect a reduced number of shares so as to appropriately reflect the effect of the Reverse Split. The Company shall issue to you the Bonus Shares no later than the sixtieth (60th) day following the date you received this Agreement, and only provided that you do not rescind your release in accordance with Section 5, below. Upon receipt of the Bonus Shares described in this Section 2, you acknowledge and agree that you will have received all pay and benefits owing to you under your Employment Agreement.
