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Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by the Employer without Cause (other than for the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.

Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’Executive’s employment hereunder is terminated by the EmployerPenns Woods without Cause (other than for the reasons set forth in Section[Section 3(d)]) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.

Change in Control Benefits. IfDuring the Term, if upon or within 18 months after a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’Control, the Executive’s employment hereunder is terminated by the EmployerCompany without Cause (other thanas provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the reasonssigning of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable and subject also to the parties’ obligations set forth in Section 3(6(d)) or by below, all within 60 days after the Date of Termination, # the Company shall pay the Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-lump sum in cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times300% of the sum of # Executive’the Executive’s annual base salary thencurrent Base Salary (or the Executive’s Base Salary in effect (or immediately prior to any reduction resultingthe Change in Control, if higher) plus # the Executive’s Annual Incentive Cash Compensation; and # all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; and # for a terminationperiod of 18 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for Good Reason)other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA; and # the averageamount payable under this Section 6(b)(i) shall be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid or commence to be paid in the second calendar year by the last three (3) annual bonuses paid by the Employer to Executive.day of such 60-day period.

Benefits. If“Except as may otherwise be required in accordance with [Section 8] hereof, in the event that a Change inof Control (as defined below)of the Company shall occur and concurrently therewith or during a periodthe time Executive is employed by the Company, there shall be payable to Executive upon the termination of twenty-four (24) months thereafter Executive’Executive's employment hereunder is terminated by the Employer without Cause (other thanor Executive's Resignation for the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receivehereinafter defined) within 18 months following such Change of Control a lump-lump sum cash payment, no later than thirty (30) days following the date(net of such termination, in an amountany required tax or other withholding) equal to two (2.0) times the sumyears of # Executive’Executive's annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason)base, bonus and # the average of the last three (3) annual bonusescommission compensation paid by the EmployerCompany for the previous two calendar years (or such lesser period as Executive shall have been employed by the Company) immediately preceding the Change of Control as reflected in Executive's Forms W-2 in respect of such years. Payment made in accordance with this [Section 3(a)] shall represent full satisfaction of all of the obligations of the Company under this Executive Agreement and concurrent with receipt of such payment Executive shall execute a document satisfactory to Executive.the Company to that effect.”

Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunderControl. In the event the Term of Employment is terminated by the EmployerCompany without Cause (other than for the reasons set forth in Section 3(d))justifiable cause (as defined herein) or by Executive resigns with Good Reason (as defined below),herein) within one (1) year following a Change of Control of the Company has occurred, then, in such event, the Company shall pay Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sumtwelve (12) months of # Executive’s annual base salary thenBase Salary in effect (or immediately priorat the time of the termination. For the purposes of the foregoing, Change of Control shall have the meaning set forth in the Company’s 2016 Incentive Compensation Plan (without regard to any reduction resultingsubsequent amendments thereto). For purposes of the foregoing, “Good Reason” means the occurrence of any of the following: # a material diminution in the Executive’s base compensation; # a material diminution in the Executive’s authority, duties, or responsibilities; # a material change in the geographic location at which the Employee must perform the services under this Agreement; or # any other action or inaction that constitutes a material breach by the Company of this Agreement. For purposes of this provision, Good Reason shall not be deemed to exist unless the Employee’s termination of employment for Good Reason occurs within 2 years following the initial existence of one of the conditions specified in [clauses (i) through (iv) above], the Employee provides the Company with written notice of the existence of such condition within 90 days after the initial existence of the condition, and the Company fails to remedy the condition within 30 days after its receipt of such notice. The Company shall pay the amount required under this paragraph 7(i) in a single payment thirty (30) days after termination for Good Reason) and # the average of the last three (3) annual bonuses paid byTerm of Employment, subject to and conditioned upon the EmployerExecutive’s execution of the General Release required pursuant to Executive.paragraph 7(k) hereof and such release becoming irrevocable. Any payments made pursuant to this paragraph 7(i) will be in lieu of payments to which Executive might have been entitled under paragraph 7(e) of this Agreement or under any other severance plan of the Company. The payments under this Agreement shall be reduced if and to the extent necessary to avoid any payments or benefits to Executive being treated as “excess parachute payments” within the meaning of Internal Revenue Code Section 280G(b)(i).

Benefits. IfBy Company Due to Change in Control. In the event a Change in Control (as defined below) shall occurhereafter defined) occurs and concurrently therewith or during athe period ofbeginning six (6) months before the Change in Control and ending twenty-four (24) months thereafter Executive’s employment hereunderafter the Change in Control: # this Agreement is terminated by the EmployerCompany or its successor without Cause (other than forGood Cause, or # this Agreement is terminated by the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below),Reason, the Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days followingreceive, and the date ofCompany or its successor shall be obligated to pay, the monies and benefits described in this Section 4.6, and Sections 4.3 or 4.4 shall not be applicable to such termination,Change in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.Control or termination.

Benefits. IfTermination of Employment without Cause or for Good Reason in Connection with a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafterControl. In the event that Executive’s employment hereunder is terminated by Executive for Good Reason or by the EmployerCompany without Cause (other than forat any time during the reasons set forthperiod beginning three (3) months before and ending on the 12-month anniversary of a Change in Section 3(d)) or by Executive with Good Reason (as defined below),Control, Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equalAccrued Amounts and, subject to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason)execution and # the averagedelivery of the last three (3) annual bonuses paid byRelease and such Release becoming effective, Executive shall be entitled to receive the Employer to Executive.following:

Benefits. IfCompensation. The Company shall pay to the Executive a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated bylump sum (subject to the Employer without Cause (other than for the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amountsucceeding sentence hereof) equal to two (2.0)(2) times the sum of # Executive’the Executive’s annualper annum rate of base salary then in effect (orwith respect to the Executive immediately prior to the Termination of Employment (disregarding any reduction resulting in a termination for Good Reason) andbase salary described in [clause (B) of Section 1] h.(ii) hereof) plus # the average annual cash bonus paid or payable to Executive for the three full fiscal years prior to the Change of Control (or for such lesser number of full fiscal years if Executive was not employed for all three full years). The lump sum shall be paid to the Executive not later than five (5) days after the Termination of Employment (or at such later date provided for in Section 2.g. hereof); provided, however, that if # the Change of Control does not constitute a “change in the ownership or effective control of the last three (3) annual bonuses paid bycorporation, or in the Employer to Executive.ownership of a substantial portion of the assets of the corporation” (within the meaning of [Section 409A(a)(2)(A)(v)] of the Code and applicable guidance issued thereunder), or # the Executive’s termination of employment occurs under circumstances described in the second sentence of Section 1.d. hereof, then the payments under this Section 2.c. shall be made in twenty-four (24) substantially equal monthly installments, except as provided in Section 2.g.

Benefits.Termination by Executive for Good Reason after a Change in Control. If a Change inof Control (as defined below) shall occuroccurs and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunderExecutive is terminated bypursuant to [Section 6(b)(3)] or terminates this Agreement during the Employer without Cause (other than forEmployment Period pursuant to [Section 6(c)(1)] within 90 days after such occurrence, then [[Organization A:Organization]] will pay Executive severance in the reasons set forth in Section 3(d)amount of one-and-one-half (1-½) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the dateyears of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resultingBase Salary, in a termination for Good Reason) and #lump sum within 30 days after the average of the last three (3) annual bonuses paid by the EmployerTermination Date subject to Executive.all applicable withholding.”

Benefits.Termination. If a Change in Control (as defined below)of the Company shall occur and concurrently therewith or during a periodhave occurred while the Executive is still an employee of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by the Employer without Cause (other than forCompany, the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receivethe compensation provided in Section 4 upon the subsequent termination of the Executive’s employment with the Company by the Executive or by the Company within the two (2) year period immediately following a lump-sum cash payment, no later than thirty (30) days followingChange in Control of the dateCompany unless such termination is as a result of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a# death; # Disability; # Mandatory Retirement; # termination by the Company for Cause; or # termination by the Executive other than for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.Reason.

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