Common use of Termination of Employment Following a Potential Change of Control Clause in Contracts

Termination of Employment Following a Potential Change of Control. Notwithstanding Section l(a), if (i) the Executive's employment is terminated by the Company Without Cause (as defined in Section 6(c)) after the occurrence of a Potential Change of Control and prior to the occurrence of a Change of Control and prior to the time at which the Board of Directors of the Company (the Board) has adopted a Nullification Resolution (as defined in Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a Change of Control (as defined in Section 2(a) hereof). and (ii) a Change of Control occurs within two years of such termination, the Executive shall be deemed, solely for purposes of determining his rights under this Agreement, to have remained employed until the date such Change of Control occurs and to have been terminated by the Company Without Cause immediately after this Agreement becomes effective, with any amounts payable hereunder reduced by the amount of any other severance benefits provided to him in connection with such termination.

Appears in 7 contracts

Samples: Key Employee Employment Protection Agreement (Mbia Inc), Key Employee Employment Protection Agreement (Mbia Inc), Key Employee Employment Protection Agreement (Mbia Inc)

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Termination of Employment Following a Potential Change of Control. Notwithstanding Section l(a1(a), if (i) the Executive's employment is terminated by the Company Without Cause (as defined in Section 6(c)) after the occurrence of a Potential Change of Control and prior to the occurrence of a Change of Control and prior to the time at which the Board of Directors of the Company (the Board) has adopted a Nullification Resolution (as defined in Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a Change of Control (as defined in Section 2(a) hereof). and (ii) a Change of Control occurs within two years of such termination, the Executive shall be deemed, solely for purposes of determining his rights under this Agreement, to have remained employed until the date such Change of Control occurs and to have been terminated by the Company Without Cause immediately after this Agreement becomes effective, with any amounts payable hereunder reduced by the amount of any other severance benefits provided to him in connection with such termination.

Appears in 2 contracts

Samples: Employment Protection Agreement (Mbia Inc), Employment Protection Agreement (Mbia Inc)

Termination of Employment Following a Potential Change of Control. Notwithstanding Section l(a), if (i) the Executive's employment is terminated by the Company Without Cause (as defined in Section 6(c)) after the occurrence of a Potential Change of Control and prior to the occurrence of a Change of Control and prior to the time at which the Board of Directors of the Company (the Board) has adopted a Nullification Resolution (as defined in Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a Change of Control (as defined in Section 2(a) hereof). ) and (ii) a Change of Control occurs within two years of such termination, the Executive shall be deemed, solely for purposes of determining his rights under this Agreement, to have remained employed until the date such Change of Control occurs and to have been terminated by the Company Without Cause immediately after this Agreement becomes effective, with any amounts payable hereunder reduced by the amount of any other severance benefits provided to him in connection with such termination.

Appears in 2 contracts

Samples: Key Employee Employment Protection Agreement (Mbia Inc), Key Employee Employment Protection Agreement (Mbia Inc)

Termination of Employment Following a Potential Change of Control. Notwithstanding Section l(a), if (i) the Executive's employment is terminated by the Company Without Cause (as defined in Section 6(c)) after the occurrence of a Potential Change of Control and prior to the occurrence of a Change of Control and prior to the time at which the Board of Directors of the Company (the Board) has adopted a Nullification Resolution (as defined in Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a Change of Control (as defined in Section 2(a) hereof). , and (ii) a Change of Control occurs within two years of such termination, the Executive shall be deemed, solely for purposes of determining his rights under this Agreement, to have remained employed until the date such Change of Control occurs and to have been terminated by the Company Without Cause immediately after this Agreement becomes effective, with any amounts payable hereunder reduced by the amount of any other severance benefits provided to him in connection with such termination.

Appears in 1 contract

Samples: Key Employee Employment Protection Agreement (Mbia Inc)

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Termination of Employment Following a Potential Change of Control. Notwithstanding Section l(a1(a), if (i) the Executive's employment is terminated by the Company Without Cause (as defined in Section 6(c)) after the occurrence of a Potential Change of Control and prior to the occurrence of a Change of Control and prior to the time at which the Board of Directors of the Company (the Board) has adopted a Nullification Resolution (as defined in Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a Change of Control (as defined in Section 2(a) hereof). ) and (ii) a Change of Control occurs within two years of such termination, the Executive shall be deemed, solely for purposes of determining his rights under this Agreement, to have remained employed until the date such Change of Control occurs and to have been terminated by the Company Without Cause immediately after this Agreement becomes effective, with any amounts payable hereunder reduced by the amount of any other severance benefits provided to him in connection with such termination.

Appears in 1 contract

Samples: Key Employee Employment Protection Agreement (Mbia Inc)

Termination of Employment Following a Potential Change of Control. Notwithstanding Section l(a1(a), if (i1) the Executive's employment is terminated by the Company Without Cause (as defined in Section 6(c)) after the occurrence of a Potential Change of Control and prior to the occurrence of a Change of Control and prior to the time at which the Board of Directors of the Company (the Board) has adopted a Nullification Resolution (as defined in Section 2(b) hereof) with respect to such Potential Change of Control or (ii) a Change of Control (as defined in Section 2(a) hereof). ) and (ii) a Change of Control occurs within two years of such termination, the Executive shall be deemed, solely for purposes of determining his rights under this Agreement, to have remained employed until the date such Change of Control occurs and to have been terminated by the Company Without Cause immediately after this Agreement becomes effective, with any amounts payable hereunder reduced by the amount of any other severance benefits provided to him in connection with such termination.

Appears in 1 contract

Samples: Mbia Inc

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