Change in Control Agreements. Simultaneously with the execution and delivery of this Agreement, the Company and the Executive have executed and delivered a Change In Control Agreement ("C-I-C Agreement"), which applies under the circumstances and during the period described therein. If circumstances arise which cause both the C-I-C Agreement and this Agreement to apply to the Company and the Executive, then, to the extent of any inconsistency between the provisions of this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement alone shall apply. However, if the C-I-C Agreement does not apply (as, for example, if there is no Change in Control as described therein, or the C-I-C Agreement has expired, or the C-I-C Agreement simply does not apply), then the provisions of this Agreement shall control and be unaffected by the C-I-C Agreement.
Change in Control Agreements. Options and Each Executive shall acquire strips of Common Units and Preferred Units (“Strips”) in the aggregate amount set forth in
Change in Control Agreements. The Company shall include Executive in any existing and future change in control agreements applicable to any other executive officer or director of the Company except to the extent Executive and the Company have agreed in writing that such change in control agreements (or portions thereof) shall not apply to Executive.
Change in Control Agreements. In the event that a change in control of Xxxx Foods or White Wave shall occur after the IPO and prior to the Distribution Date which would activate the protection afforded under the Change in Control agreements that have been implemented by Xxxx Foods, the appropriate member of the WhiteWave Group shall be responsible for the payment of and shall pay any benefits that become payable under the terms of any such agreement (other than with respect to any awards related to the common stock of Xxxx Foods outstanding under the Xxxx Foods Equity Plan, which shall remain the responsibility of Xxxx Foods) to any WhiteWave Employee who is a party to any such agreement, including, without limitation, the Specified Officers.
Change in Control Agreements. Xxxxxxxxxx has executed a Change in Control Agreement with the Company and if such a Change in Control Agreement is in effect when a change in control would occur then Xxxxxxxxxx shall be entitled to receive payment either under the Change in Control Agreement or under this Employment Agreement whichever would result in the highest payment to Xxxxxxxxxx. Xxxxxxxxxx shall only be entitled to receive payment under one of the Agreements.
Change in Control Agreements. The provisions of this Section regarding the terms and conditions of an Award Agreement upon a Change in Control shall apply notwithstanding any Plan provision to the contrary, and notwithstanding any agreement between the Participating Company and such Participant which relate to the terms of the Awards hereunder upon a Change in Control. Upon a Change in Control and in the event the Participant terminates employment from the Company with Good Reason or is terminated by the Company (except for Cause), the following shall apply; provided, however, the following shall apply only upon a Change in Control if the successor corporation in the Change in Control or the Company, as applicable, is unable to substitute or replace the Awards on substantially equivalent terms (including, without limitation, performance goals):
Change in Control Agreements. Schedule 3.10(c) lists each Plan (each, a “Change in Control Agreement”) that would reasonably be expected to result in the payment to any present or former employee, director or consultant of the Company or any Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any current or former employee, director or consultant of the Company or any Subsidiary as a result of the consummation of the Merger or any other transaction contemplated by this Agreement (whether alone or in connection with any other event). Except as set forth on Schedule 3.10(c), there is no contract, plan or arrangement (written or otherwise) covering any current or former employee of the Company or any Subsidiary that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code.
Change in Control Agreements. Effective Immediately after the Distribution Date, SpinCo shall enter into a change in control agreement with each of the Transferred Individuals listed in Appendix E, which, if the individual is currently covered by a change in control agreement, is substantially identical in all Material Features to the form of Acuity change in control agreement covering such Transferred Individual as of the Distribution Date. SpinCo shall be solely responsibly for all Liabilities related to the SpinCo change in control agreements with the Transferred Individuals.
Change in Control Agreements. Section 4.11(c) of the F Co Disclosure Schedule lists each F Co plan (each agreement thereon being referred to as a "F Co Change in Control Agreement") that would reasonably be expected to result in the payment to any present or former employee, director or consultant of F Co or any F Co Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any current or former employee, director or consultant of F Co or any F Co Subsidiary as a result of the consummation of the Merger, the Share Issuance, the Articles Amendment or any other transaction contemplated by this Agreement (whether alone or in connection with any other event). No payment or benefit which will or may be made by F Co or any F Co Subsidiaries with respect to any other "disqualified individual" will be characterized as a "parachute payment," within the meaning of Code Section 280G(B)(2). In the event that the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events) results or could result in any payment or benefit which will be characterized as a "parachute payment," Section 4.11(c) of the F Co Disclosure Schedule shall list all persons who F Co reasonably believes are, with respect to F Co or any of the F Co Subsidiaries, "disqualified individuals" as determined as of the date hereof.
Change in Control Agreements. Unless otherwise directed by the executive entitled to the benefits of a change in control severance agreement, Alaska Pacific shall accrue, immediately prior to the Effective Time, all sums due and owing to such executives pursuant to such agreements as of the Effective Time.
