Benefits upon Termination in Connection with a Change of Control. If, on or within three (3) months prior to a Change of Control or within twelve (12) months after a Change of Control, the Employee’s employment terminates as a result of an Involuntary Termination or a Resignation For Good Reason and the Employee signs, complies with and does not revoke a Release of Claims, then the Employee shall receive the following severance benefits:
Severance Benefits Upon Termination Following a Sale of the Company. This Agreement is not intended to and does not amend or supersede the Severance Agreement between the Executive and AMC dated December 22, 2010, as it may be amended (the “Severance Agreement”), or the Change in Control Agreement between the Executive and the Company dated September 15, 2010, as it may be amended (the “Change in Control Agreement”). Subject to paragraphs 7 and 8 below, if the Executive’s employment is terminated within twenty-four (24) months following the Sale of the Company # by the Company or a Successor for a reason other than for Cause or # by the Executive for Good Reason, the Executive shall be entitled to a lump sum cash payment (the “Severance Benefit”), which shall be in addition to any salary earned and vacation accrued up to and including the Executive’s Termination Date (as defined below), equal [[Organization A:Organization]] following amounts, payable within thirty (30) calendar days following Executive’s Termination Date:
Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination:
Distribution of Plan Benefits. Benefits hereunder shall be calculated and distributed upon a Participant's termination of employment; provided, however, distribution of Plan benefits of any Participant who is also an officer of the Company shall commence on the sixth month anniversary of such Participant's termination of employment.
Unvested Awards Canceled Upon Termination. Except as otherwise provided in an Award agreement, if the employment or service of a Participant terminates other than pursuant to [subparagraphs (i) or (ii)])] below, all unvested Awards shall be canceled immediately.
Full Vesting Upon Plan Termination. Notwithstanding Section 9.1, a Participant’s interest in his or her Account shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his or her Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the Plan which is terminated. A partial termination of the Plan shall be determined by the Internal Revenue Service Commissioner based on the facts and circumstances of the particular case in accordance with Code Section 411(d)(3) and the corresponding Treasury Regulations issued thereunder.
Exercise upon Termination of Service. Awards described in this Article 8 are exercisable or distributable, as applicable, only while the Participant is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a Termination of Service as provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including without limitation, a Change in Control, the Participant's death, retirement or disability or any other specified Termination of Service.
Rights and Obligations upon Termination. Upon the termination of the Agreement for whatever reason:
Resignation of Offices Upon Termination. Upon termination of Executive’s employment for any reason, Executive agrees that Executive will be deemed to resign from all offices and positions Executive holds with the Group (including, without limitation, on the board of directors or board of manager of any member of the Group); and further agrees that Executive shall execute such documents as shall be reasonably necessary to give effect to such resignations.
Settlement Conditioned upon Termination Requirements. Notwithstanding any provision in this Agreement to the contrary (but except as provided in Section 10(b) hereof), in the event that # the vesting and settlement of RSUs and any Dividend Equivalents in connection with a Termination of Employment is conditioned on the Grantee’s execution and delivery of a release or a non-competition agreement and # the settlement period commences in one calendar year and ends in the next calendar year (where the portion of the settlement period in the next calendar year contains at least one business day), the RSUs and any Dividend Equivalents held by a U.S. Taxpayer will be settled in the second calendar year.
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