Change in Control Benefits. During the Term, if upon or within 18 months after a Change in Control, the Executives employment is terminated by the Company without Cause as provided in Section 4(d) or the Executive terminates his employment for Good Reason as provided in Section 4(e), then, subject to the signing 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 6(d) below, all within 60 days after the Date of Termination, # the Company shall pay the Executive a lump sum in cash in an amount equal to 300% of the sum of # the Executives current Base Salary (or the Executives Base Salary in effect immediately prior to the Change in Control, if higher) plus # the Executives 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 period 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 Executives continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executives spouse and dependents shall continue to participate in the Companys health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for 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 Executives spouse and dependents under COBRA; and # the amount 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 day of such 60-day period.
Benefits Upon Change of Control. If, as of the date of a Change of Control which occurs during the Employment Period (including on the Effective Date), the Executive is employed by the Company or one of its Affiliated Companies, then as of such date:
CHANGE IN CONTROL SEVERANCE BENEFITS. If your employment with the Company is terminated as described in Section 2.3, in addition to the Accrued Obligations, you shall be entitled to the benefits specified in [subsections 3.1 and 3.2]2] (the “Severance Benefits”) for the period of time set forth in the applicable section.
Change in Control Severance Benefits. If the Executive’s employment terminates by reason of a Change in Control Termination, in lieu of any amounts payable pursuant to Section 1 above, # the Company will pay the Executive a lump sum amount equal to two times the sum of # the Executive’s annual base salary, at the rate in effect as of the Termination Date, and # the Executive’s target annual cash incentive award for the year in which the Termination Date occurs (the “CIC Severance Payment”), # the Company will pay the Executive a lump sum amount equal to a pro rata amount of the Executive’s target annual cash incentive award for the year in which the Termination Date occurs, prorated based on the percentage of the year worked prior to the Termination Date (the “Bonus Payment”), # all outstanding unvested Performance Awards shall become fully vested as of the Termination Date (the “Performance Shares Acceleration”), assuming the target level of performance is achieved, # all outstanding unvested Stock Units and other equity incentive awards that vest solely based on continued service shall become fully vested as of the Termination Date (the “RSU Acceleration”), # the Company will pay an amount equal to two times the Medical Plan Coverage Amount (the “CIC Medical Plan Coverage Payment”), and # the Executive will be eligible for Outplacement Assistance (collectively, the CIC Severance Payment, the Bonus Payment, the Performance Shares
Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the is involuntarily terminated by or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.
Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination:
Agreement - Jellison - EVP - 2021
In the event of a change in control of Employer required to be reported under Item 6(e) of Schedule 14A of Regulation 14A of the Securities Exchange Act of 1934:
Change in Control. Upon a Change in Control, as defined in the Plan, all unvested RSUs shall fully vest and will be settled in accordance with Section 4 above.
Change in Control. In the event of a Change in Control after the Effective Date, the Committee may, but shall not be obligated to, # accelerate, vest or cause the restrictions to lapse with respect to, all or any portion of an Award or # cancel Awards for fair value (as determined in the sole discretion of the Committee) which, in the case of Options and Stock Appreciation Rights, may equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Options or Stock Appreciation Rights) over the aggregate exercise price of such Options or Stock Appreciation Rights or # provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any affected Awards previously granted hereunder as determined by the Committee in its sole discretion or # provide that for a period of at least 30 days prior to the Change in Control, such Options shall be exercisable as to all shares subject thereto and that upon the occurrence of the Change in Control, such Options shall terminate and be of no further force and effect.
"Eligible Executive" means any executive of the Company or any Affiliated Company who has a target Gainsharing Award of 35% or more of salary or who is designated in writing as an Eligible Executive by the Committee, excluding, however, individuals who are not residents of the United States or are not working at a location in the United States.
Change in Control. Notwithstanding anything to the contrary in [Section 3], if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in [Section 6(d)(iii)] of the Plan (including Good Reason protection under [Section 6(d)(iii)(ii)] thereof) shall govern.
Change of Control. As soon as possible and in any event within five (5) days after the occurrence thereof, written notice of any Change of Control.
Change of Control. There occurs any Change of Control.
Change in Control. (i) Any Person (other than one or more members of the Control Group) shall at any time own, directly or indirectly, shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of or # a “Change of Control” as defined in the Existing Senior Notes Indentures or any “Change of Control” as defined in any indenture governing indebtedness permitted by [Section 6.05(e) or 6.05(n)])] or any event described with similar terminology thereunder shall occur; or
Change in Control. In the event of a Change in Control, the following provisions will apply:
Change in Control. “Change in Control” means one of the following:
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