EARLY TERMINATION; NO CHANGE OF CONTROL Sample Clauses

EARLY TERMINATION; NO CHANGE OF CONTROL. If prior to the expiration of this Agreement or a Change in Control of the Corporation, (a) the Executive fails because of Disability to perform services of the character contemplated by Section 2 of this Agreement, or (b) if the Corporation's Board of Directors determines that the Executive's employment should be terminated for Cause; then, the Corporation may by written Notice of Termination terminate Executive's employment. In addition, this Agreement shall terminate immediately upon the death or Retirement of Executive prior to a change of Control of the Corporation. Upon any termination of the Executive's employment under this Section 5, the Executive shall be deemed removed from all positions held by him with the Corporation, its subsidiaries and affiliates, effective as of the Date of Termination. Upon any termination of the Executive's employment under this Section 5, the Executive shall be entitled to receive solely all amounts and benefits to be paid or provided by the Corporation under Sections 3(a), 3(b) and 4 of this Agreement up to the Date of Termination, except that a "Proportionate Part" (hereinafter defined) of the Guaranteed Bonus is payable under Section 3(b) of this Agreement. The provisions of this Section 5 shall terminate and cease to be of any force or effect immediately upon any Change in Control of the Corporation.
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EARLY TERMINATION; NO CHANGE OF CONTROL. If prior to the expiration of this Agreement or a Change in Control of the Corporation, (a) the Executive fails because of Disability to perform services of the character contemplated by Section 2 of this Agreement; or (b) if the Corporation's Board of Directors determines that the Executive has been negligent in the performance of his duties, has willfully neglected his duties, has been dishonest, has willfully disobeyed the Corporation's rules, instructions or orders or has breached any of his covenants herein contained (any such conduct, to be referred to as "Objectionable Conduct"); then, the Corporation may by written Notice of Termination (defined below) terminate Executive's employment herein. In addition, this Agreement shall terminate immediately upon the death or Retirement of Executive. Upon any termination of the Executive's employment under this Section 5, the Executive shall be deemed removed from all positions held by him with the Corporation, its subsidiaries and affiliates, effective as of the "Date of Termination" (defined below), and shall be entitled to receive solely all amounts and benefits to be paid or provided by the Corporation under Sections 3(a), 3(b) and 4 of this Agreement up to the Date of Termination and any other amounts to be paid thereafter to Executive or his beneficiaries pursuant to any deferred compensation plan or other employee benefit plan or program in effect on the Date of Termination, to the extent he remains eligible to participate thereunder under the terms of the Corporation's applicable policies and plans. The provisions of this Section 5 shall terminate and cease to be of any force or effect immediately upon any Change in Control of the Corporation. For purposes of this Section 5 only, (i) "Date of Termination" shall mean, (x) in respect of any termination of Executive's employment by reason of death or retirement, the effective date of Retirement or the date of death, as the case may be, (y) in respect of any termination of Executive's employment by reason of Disability, thirty (30) days after the Notice of Termination is given to Executive (provided that Executive shall not have returned to the full-time performance of his duties during such thirty (30) day period) and (z) in respect of any termination of Executive's employment by reason of Objectionable Conduct, fifteen (15) days after the Notice of Termination is delivered to Executive (provided that Executive shall not have cured and/or ceased, as appr...
Sample 1
EARLY TERMINATION; NO CHANGE OF CONTROL. If prior to the expiration of this Agreement or a Change in Control of the Corporation, (a) the Executive fails because of Disability to perform services of the character contemplated by Section 2 of this Agreement; or (b) if the Corporation's Board of Directors determines that the Executive's employment should be terminated for Cause; then, the Corporation may by written Notice of Termination terminate Executive's employment. In addition, this Agreement shall terminate immediately upon the death or Retirement of Executive prior to a Change of Control of the Corporation. Upon any termination of the Executive's employment under this Section 5, the Executive shall be deemed removed from all positions held by him with the Corporation, its subsidiaries and affiliates.
Sample 1
EARLY TERMINATION; NO CHANGE OF CONTROL. If prior to the expiration of this Agreement or a Change in Control of the Corporation, (a) the Executive fails because of Disability to perform services of the character contemplated by Section 2 of this Agreement; or (b) if the Corporation's Board of Directors determines that the Executive has been negligent in the performance of his duties, has willfully neglected his duties, has been dishonest, has willfully disobeyed the Corporation's rules, instructions or orders or has breached any of his covenants herein contained (any such conduct, to be referred to as "Objectionable Conduct"); then, the Corporation may by written Notice of Termination (defined below) terminate Executive's employment herein. In addition, this Agreement shall terminate immediately upon the death or Retirement of Executive. Upon any termination of the Executive's employment under this Section 5, the Executive shall be deemed removed from all positions held by him
Sample 1
EARLY TERMINATION; NO CHANGE OF CONTROL. If prior to the expiration of this Agreement or a Change in Control of the Corporation, (a) the Executive fails because of Disability to perform services of the character contemplated by Section 2 of this Agreement; or (b) if the Corporation's Board of Directors determines that the Executive's employment should be terminated for Cause; then, the Corporation may by written Notice of Termination terminate
Sample 1

Related to EARLY TERMINATION; NO CHANGE OF CONTROL

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

  • Termination Due to Change of Control A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.

  • Early Termination Notice If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding on all parties thirty (30) calendar days from the first date on which all TRA Parties are treated as having received such Schedule or amendment thereto under Section 7.1 unless, prior to such thirtieth calendar day, the TRA Party Representative (a) provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or (b) provides a written waiver of such right of a Material Objection Notice, in which case such Schedule will become binding on the date the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten (10) calendar days after the conclusion of the Reconciliation Procedures.

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Early Termination In the absence of any material breach of this Agreement, should the Trust elect to terminate this Agreement prior to the end of the term, the Trust agrees to pay the following fees:

  • Termination Apart from Change of Control In the event the Employee’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the twelve (12) month period following a Change of Control, then the Employee shall be entitled to receive severance and any other benefits only as may then be established under the Company’s (or any subsidiary’s) then existing severance and benefits plans or pursuant to other written agreements with the Company.

  • 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:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination on Change of Control By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

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