Change of Control Severance. In addition to the rights of the Employee under the Company's employee benefit plans (paragraphs C of Section 3 above) but in lieu of any severance payment under paragraph F of this Section 4 above, if there is a Change in Control of the Company (as defined below) and the employment of the Employee is concurrently or subsequently terminated (a) by the Company without cause, (b) by the expiration of the Term of this Employment Agreement, or (c) by the resignation of the Employee because he has reasonably determined in good faith that his titles, authorities, responsibilities, salary, bonus opportunities or benefits have been materially diminished, that a material adverse change in his working conditions has occurred, that his services are no longer required in light of the Company's business plan, or the Company has breached this Employment Agreement, the Company shall pay the Employee, as a severance payment, at the time of such termination, the amount of Six Hundred Fifty Thousand Dollars ($650,000) together with the value of any accrued but unused vacation time, and the amount of all accrued but previously unpaid base salary through the date of termination and shall provide him with all of this benefits under paragraph C of Section 3 above for the longer of six (6) months or the full unexpired Term of this Employment Agreement. If any such termination occurs at or after the substantial completion of the liquidation of the assets of the Company, the severance payment shall be increased by adding Eighty-One Thousand Two Hundred Fifty Dollars ($81,250) to such amount. The Company shall promptly reimburse the Employee for the amount of any expenses incurred prior to such termination by the Employee as required under paragraph F of Section 3 above. For the purpose of this Employment Agreement, a Change in Control of the Company has occurred when: (a) any person (defined for the purposes of this paragraph G to mean any person within the meaning of Section 13 (d) of the Securities Exchange Act of 1934 (the "Exchange Act")), other than Neoprobe or an employee benefit plan created by its Board of Directors for the benefit of its employees, either directly or indirectly, acquires beneficial ownership (determined under Rule 13d-3 of the Regulations promulgated by the Securities and Exchange Commission under Section 13(d) of the Exchange Act) of securities issued by Neoprobe having fifteen percent (15%) or more of the voting power of all the voting securities issued...
Change of Control Severance. In the event that during the term of this Agreement the Innovative Industrial Entities terminate the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, in each case within two (2) years following a Change of Control, the following provisions shall apply:
Change of Control Severance. Notwithstanding the foregoing, if the Executive’s employment is terminated by the Company without Cause (other than by reason of death or permanent disability) or if the Executive resigns from the Company for Good Reason, the Executive (or his dependents or beneficiaries, as applicable) (i) at the request of any third party participating in or causing a Change of Control (as defined below) or (ii) within one (1) year following a Change of Control, the Executive shall be entitled to receive:
Change of Control Severance. In the event that a Change of Control occurs and within a period of one (1) year following the Change of Control, either: (i) Executive’s employment is terminated other than for Cause, or (ii) Executive terminates Executive’s employment for Good Reason, then Executive shall receive the following (subject to Executive’s execution of a release of claims, as described in Section 7):
Change of Control Severance. In the event that —
Change of Control Severance. If within twelve (12) months of a Change of Control of Wintegra Inc. (the "Parent Company"), the Company terminates Executive’s employment with the Company for reasons other than Cause, death, or Disability or Executive resigns from his employment with the Company due to a Constructive Termination, Executive will be entitled to receive:
Change of Control Severance. In the event that within twelve (12) months following a Change of Control either: (A) the Executive’s employment with the Company is terminated by the Company without Cause (as defined above) or (B) a condition arises that triggers the Executive’s right to give notice of resignation for Good Reason (as defined above), and the Executive actually terminates his employment for Good Reason, within the applicable time periods thereafter as provided under Section 4.3, in either case subject to fulfillment of the Release and Waiver requirements of Section 4.2, the Company shall provide the Executive with the following severance benefits:
Change of Control Severance. 6.5.1. If any of the following occur, upon the Executive’s furnishing to the Company an effective waiver and release of claims (a form of which is attached hereto as Exhibit C), the Company shall pay the Executive Change of Control Severance for the period and in the manner set forth in the definition thereof:
Change of Control Severance. In addition to the rights of the Executive under the Company’s employee benefit plans (paragraph C of Section 3 above) but in lieu of any severance payment under paragraph E of this Section 4 above, if there is a Change in Control of the Company (as defined below) during the Term and within six (6) months thereafter the employment of the Executive is concurrently or subsequently terminated (i) by the Company without cause, or (ii) by the resignation of the Executive because he has reasonably determined in good faith that his titles, authorities, responsibilities as CEO, salary (except as permitted under paragraph A of Section 3 above), bonus opportunities or benefits have been materially diminished, that a material adverse change in his working conditions as CEO has occurred, or the Company has breached this Agreement (clause (ii) of the first paragraph of this Section 4(F) shall mean “Good Reason”); provided that the reduction or change of the Executive’s title, authorities, responsibilities or working conditions related to removal of the Executive as COO, CFO or both shall not constitute Good Reason, the Company shall pay the Executive, as a severance payment, at the time of such termination, and subject to the Executive signing a Release, (A) continued Base Salary, as in effect at the time of such termination, during the Severance Period, payable in regular installments in accordance with the Company’s normal payroll practices as they may exist from time to time, with the installments that otherwise would be paid prior to the first payroll date following the date the Release becomes effective and irrevocable in accordance with its terms being paid (without interest) on such payroll date in a lump sum and the remaining installments being paid as otherwise scheduled assuming payments had begun immediately after the date of termination, (B) a bonus equal to (x) one (1) year of Base Salary (as in effect on the date of termination) plus an additional two months of Base Salary for every fully completed year of Executive’s service to the Company, and (y) one (1) year of the Target Bonus Amount in effect on the date of termination plus an additional two months of prorated Target Bonus Amount for every fully completed year of Executive’s service to the Company, in each case payable in equal bi-monthly installments during the Severance Period, with the installments that otherwise would be paid prior to the first payroll date following the date the Release becomes...
Change of Control Severance. (a) For purposes of the definition of “Change of Control” in Section 4.4.2 of the Employment Agreement, a Change of Control shall be deemed to include a Change of Control of Parent, and with respect to Company, references to “shares” or “common stock” shall be deemed to include the membership interests of Company.
