Termination Due to Change in Control. If a Change in Control (as hereafter defined) should occur and the Executive either resigns or is terminated without cause within six (6) months prior to or within two (2) years after such Change in Control, the Company shall pay Executive all base salary, bonuses and other benefits that accrued prior to the effective date of the Change in Control and the following shall occur:
Termination Due to Change in Control. If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).
Termination Due to Change in Control. If, within two (2) years after a Change in Control, your employment is terminated by LSG or its successor without Cause or you resign for Good Reason, then, in lieu of the severance payment set forth above, LSG will pay you an amount equal to two times (2x) your annual Base Salary, which amount will be paid to you in substantially equal installments during the twenty-four (24) month period following such termination in accordance with LSG’s payroll practices, provided that the payments due within the first fifty-two (52) days after termination will be accrued and paid on the first payroll date on or after the fifty-second (52nd) day following your termination. The severance payment will be conditional upon your first executing and returning within 45 days immediately (or such shorter period as LSG may prescribe) after your termination (and not revoking) the Waiver and Release. The “Change in Control Severance Period” means the 24-month period following termination by LSG without Cause or your resignation for Good Reason, in either case within two years after a Change in Control. If a Change in Control occurs, and the consideration received by LSG stockholders in such Change in Control is at least $4.50 per share of common stock, and a determination is made by legislation, regulation, or ruling directed to LSG or you, or court decision, that the aggregate amount of any payment made to you hereunder, or pursuant to any plan, program, or policy of LSG in connection with, on account of, or as a result of such Change in Control constitutes “excess parachute payments” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), subject to the excise tax provisions of Code Section 4999, or any successor sections thereof, you shall be entitled to receive from LSG, in addition to any other amounts payable hereunder, a lump-sum payment equal to 100% of such excise tax (the amount of such excise tax determined without regard to the payment contemplated in this paragraph). Such amount shall be payable to you as soon as practicable after such final determination is made, provided that such payment will be made not later than the end of your taxable year next following the taxable year in which you remit the excise tax. LSG and you shall mutually and reasonably determine whether or not such determination has occurred and whether any appeal to such determination should be made.
Termination Due to Change in Control. 9.1 Employee may terminate Employee's employment for any reason due to a Change in Control (as herein defined) or during the eighteen-month period following a Change in Control if the successor entity following a Change in Control (A) causes any material change in the terms of Employee's employment as set forth in this Agreement or (B) reassigns the Employee’s principal place of employment in excess of 25 miles from the principal place of Employee’s employment.
Termination Due to Change in Control. Executive will be eligible for compensation in accordance with the terms and conditions of the Company’s Executive Change in Control Severance Benefit Plan, as in effect from time to time.
Termination Due to Change in Control. If Employee is terminated by the ------------------------------------ Company, for any reason as part of or because of a change in control of the Company, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: Termination Occurring In Amount Years One (1) through Three (3) $400,000.00 Years Four (4) through Five (5) $430,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trust or other arrangements, such person or group of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.
Termination Due to Change in Control. (i) The Term and Consultant’s engagement hereunder may be terminated by Consultant upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, “Change in Control” shall occur in the event that, (A) during any period commencing six (6) months after the date of this Agreement, the Board or any affiliate thereof and/or individuals who were recommended by the Board to succeed as Board members are no longer the Board of Directors of the Company; (B) any person who is not currently such becomes the beneficial owner, directly or indirectly, of securities of the Company representing at least 50% of the combined voting power of the Company’s then outstanding voting securities; (C) any merger (other than a merger where the Company is the survivor and there is no accompanying Change in Control under clause (B) of this Paragraph 7(c)(i), consolidation, liquidation or dissolution of the Company; or (D) the sale of all or substantially all of the assets of the Company. If Consultant’s engagement is terminated by Consultant due to a Change in Control, Consultant shall be entitled to receive the rights enumerated under 7(b) through the effective date of the Change of Control.
Termination Due to Change in Control. Employee may terminate Employee's employment due to a Change in Control without prior notice.
Termination Due to Change in Control. For so long as the Owner, or the principals of the Owner, own or control, directly or indirectly, at least twenty percent (20%) of the outstanding voting stock of the Manager (or its controlling parent entity), the Owner shall have the right to terminate this Agreement upon 30 days prior written notice to the Manager in the event of a "Change in Control" of the Manager (or its controlling parent entity). For purposes of this provisions, "Change in Control" shall mean, whether through a single transaction or a series of transactions: (a) the transfer of all or substantially all of the assets of such entity, (b) the transfer of an equity interest in such entity after which the acquiror holds more than fifty percent (50%) of the voting power of all equity interests in such entity, or (c) the merger, consolidation, or other reorganization of such entity with or into another entity which results in a change of more that fifty percent (50%) of the composition of the governing body of such entity.
Termination Due to Change in Control. Termination under this Section occurs if (i) the Company terminates the employment of Executive for any reason other than for Cause as defined in Section 6(e), or (ii) Executive resigns his/her employment for Good Reason pursuant to Section 6(f), within the two year period immediately following a Change in Control as defined in Exhibit B attached hereto. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs during the term of the Agreement and if Executive's employment with the Company has been terminated either by the Company without Cause or by Executive for Good Reason within six months prior to the date on which the Change in Control occurs, and if Executive reasonably demonstrates that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the severance benefits payable to Executive shall be determined as if the Change in Control had occurred on the date immediately prior to the Date of Termination.
