Following Change in Control. Within twelve (12) months after a Change in Control occurs, Executive may resign his employment or his employment may be terminated for any reason, including, without limitation, death or Disability. For purposes of this Agreement, such a termination of employment (including, without limitation, as a result of such a resignation) is referred to as “Termination Following Change in Control.” For this purpose, a “Change in Control” means:
Following Change in Control. If the Executive elects to terminate his employment within thirty (30) days following a Change in Control in accordance with Section 4(d), such termination by the Executive shall be treated as a termination by the Company without Cause, and the Executive shall be entitled to the compensation provided in Section 5(c); provided, however, that Executive's Base Salary, annual Bonus, Additional Salary and Section 3(d) additional benefits shall continue to be paid only until the first to occur of (i) the remaining period of the Term (or twelve (12) months following the expiration of the Post-Term Period (as defined below)) or (ii) such time as the Executive breaches the provisions of Sections 6 or 7 of this Agreement. In no event, however, shall Executive receive less than twelve (12) months Base Salary and annual Bonus following the expiration of the Post-Term Period. Notwithstanding the foregoing, the Company may require that the Executive continue to remain in the employ of the Company for up to a maximum of thirty (30) days following the Change in Control (the "Post-Term Period"). The Company shall place the maximum cash payments payable pursuant to Section 5(c) in escrow with a commercial bank or trust company mutually acceptable to the Company and the Executive as soon as practicable following the Change in Control. For the Post-Term Period, the Company shall make the cash payments that would otherwise be required pursuant to Section 3 (all such cash payments to be deducted from the amount placed in escrow). At the expiration of the Post-Term Period, the Executive shall receive all cash amounts due the Executive from the remaining amount held in escrow ratably monthly over the Non-Competition Period (as defined below), with the balance (if any) returned to the Company. If the Company does not require that the Executive remain in the employ of the Company, the Company shall pay the Executive all cash amounts payable pursuant to Section 5(c) ratably monthly over the Non-Competition Period (all such cash payments to be deducted from the amount placed in escrow) with the balance (if any) returned to the Company. The Executive shall not be required to mitigate the amount of any payment provided for herein by seeking other employment or otherwise, and if the Executive does obtain other employment, all amounts payable by the Company under this Agreement shall remain fully due and payable.
Following Change in Control. If, following a Change in Control of the Company, the Company shall terminate the Executive's employment other than for Cause or Disability (it being understood that a purported termination for Cause or Disability which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement), or the Executive shall terminate his employment for Good Reason, then the Company shall pay the Executive, not later than the fifth day following the Date of Termination, the aggregate of the following amounts:
Following Change in Control. If the Executive is entitled to compensation and benefits as provided in Section 3(b), then the Company shall pay to the Executive, as severance compensation and in consideration of the Executive’s adherence to the terms of Section 5 hereof, subject to Sections 4(e) and 4(f) below, the following (such benefits pursuant to this Section 4(b) collectively referred to hereinafter as the “CIC Severance”):
Following Change in Control. 1. To the extent the Option does not accelerate, in connection with a Change in Control, the Option shall continue, over Optionee’s period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, immediately upon an Involuntary Termination of Optionee’s Service within eighteen (18) months following such Change in Control, the Option (or any replacement grant), to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those shares as fully vested shares of Common Stock.
Following Change in Control. Notwithstanding the foregoing, upon the occurrence of a Change in Control, the restrictions on transfer with respect to the Restricted Shares normally subject to vesting at the next vesting date shall immediately lapse and such Restricted Shares shall be fully vested effective upon the date of the Change in Control; provided, however, (i) if the Change in Control occurs on or prior to February 27, 2019, one-third of the Restricted Shares shall immediately vest and the remaining two-thirds of the Restricted Shares shall be converted into time-based Restricted Shares which shall vest ratably in two annual installments beginning on February 27, 2020, subject only to the Participant’s continued employment by the Company or one of its Subsidiaries or Affiliates (regardless of whether, or the extent to which, any performance goals set forth in Section 2(a)(i) are achieved) and (ii) if the Change in Control occurs after February 27, 2019 but on or prior to February 27, 2020, two-thirds of the Restricted Shares shall immediately vest and the remaining one-third of the Restricted Shares shall be converted into time-based Restricted Shares which shall vest on February 27, 2021, subject only to the Participant’s continued employment by the Company or one of its Subsidiaries or Affiliates (regardless of whether, or the extent to which, any performance goals set forth in Section 2(a)(i) are achieved).
Following Change in Control. If the Executive elects to terminate his employment within thirty (30) days following a Change in Control in accordance with Section 4(d), such termination by the Executive shall be treated as a termination by the Company without Cause, and the Executive shall be entitled to the compensation provided in Section 5(c). Notwithstanding the foregoing, the Company may require that the Executive continue to remain in the employ of the Company for up to a maximum of thirty (30) days following the Change in Control (the “Post-Term Period”). The Company shall place the maximum cash payments payable pursuant to Section 5(c) in escrow with a commercial bank or trust company mutually acceptable to the Company and the Executive as soon as practicable following the Change in Control. For the Post-Term Period, the Company shall make the cash payments that would otherwise be required pursuant to Section 3 (all such cash payments to be deducted from the amount placed in escrow). At the expiration of the Post-Term Period, the Executive shall receive all cash amounts due the Executive from the remaining amount held in escrow ratably monthly over the Restricted Period (as defined below), with the balance (if any) returned to the Company. If the Company does not require that the Executive remain in the employ of the Company, the Company shall pay the Executive all cash amounts payable pursuant to Section 5(c) ratably monthly over the Restricted Period (all such cash payments to be deducted from the amount placed in escrow) with the balance (if any) returned to the Company.
Following Change in Control. The Executive shall have the right to voluntarily terminate his employment and appointment hereunder following a Change in Control by providing the Company with notice of such termination within sixty (60) days following such a Change in Control. For purposes of this Agreement, “Change in Control” shall have the meaning given that term in the 2004 Rayovac Incentive Plan. Any such termination shall be treated as a termination by the Company without Cause. Notwithstanding the foregoing, the Company may require that the Executive continue to remain in the employ of the Company for up to a maximum of six (6) months following the Change in Control (the “Post-Term Period”), during which time Executive will continue to be entitled to the compensation and benefits set forth in Section 3.
Following Change in Control. Employee may terminate his employment under this Agreement in the event of a Change in Control, as defined in Section 2 hereof, by giving written notice of such termination to the Secretary of the Company not less than six months nor more than twelve months following such Change in Control. Without limiting the generality of the definition of Change in Control as set forth in Section 2, the failure of the Employee to be reelected a director of the Company shall be deemed a Change in Control unless such failure is due to the Employee's voluntary act or the Employee's employment has been terminated by the Company for Cause.
Following Change in Control. If, within 12 months following the effective date of a Change in Control of the Company and prior to the expiration of the Period, Employee’s employment is terminated by the Company without Cause for any reason, or if, prior to the expiration of the Period, Employee resigns from his employment hereunder following a Substantial Breach, (i) the Company shall pay to Employee, in lieu of the amount described in Section 6(a), an amount equal to one and one-half (1.5) times the amount of Employee’s Base Salary, with such amount to be payable in twenty-four (24) consecutive equal semi-monthly installments and in accordance with the Company’s standard payroll policies, (ii) subject to Section 6(d), the Change in Control Special Bonus and Change in Control Annual Bonus shall become payable in a lump sum no later than the tenth (10th) day following the date that the Release (as defined in Section 6(d)) executed by Employee becomes irrevocable, and (iii) all of Employee’s options and restricted stock that vest based on the passage of time shall vest immediately (to the extent not previously vested) without regard to whether or not any of the conditions specified therein have been achieved.
