Termination Upon Change of Control

Termination Upon Change of Control. (a) any termination of the employment of Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement or that the Company's Board of Directors has endorsed a tender offer for the Company's stock that in either case when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders and other conditions... and contingencies) and ending at the earlier of the date on which the Company publicly announces that such definitive agreement or tender offer has been terminated without a Change of Control or on the date which is twelve (12) months following the consummation of any transaction or series of transactions that results in a Change of Control; or (b) any resignation by Executive based on a Diminution of Responsibilities where (i) such Diminution of Responsibilities occurs during the period commencing on or after the date that the Company first publicly announces that it has signed a definitive agreement that when consummated would result in a Change of Control (even though consummation is subject to approval or requisite tender by the Company's stockholders and other conditions and contingencies) and ending on the date which is twelve (12) months following the consummation of the transaction or series of transactions that results in the Change of Control, and (ii) such resignation occurs within one-hundred and eighty (180) days following such Diminution of Responsibilities. Notwithstanding anything to the contrary herein, the term Termination Upon Change of Control shall not include any termination of the employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive for reasons other than a Diminution of Responsibilities; or (3) that is a Termination in Absence of Change of Control. View More

Termination Upon Change of Control. Means (i) any Termination without Cause within twelve months following a Change of Control; or (ii) any Involuntary Termination where (A) any condition constituting Good Reason occurs within twelve months following the Change of Control, and (B) such Involuntary Termination occurs within ninety days following the occurrence of such condition constituting Good Reason.

Termination Upon Change of Control. (a) any termination of the employment of the Executive by the Company without Cause during the period commencing on or after the date that the Company first publicly announces a definitive agreement that results in a Change of Control (even though still subject to approval by the Company's stockholders and other conditions and contingencies, but provided that the Change of Control actually occurs) and ending on the date which is twelve (12) months following the Change of Control; or (b) any... resignation by Executive for Good Reason where (i) such Good Reason occurs during the period commencing on or after the date that the Company first publicly announces a definitive agreement that results in a Change of Control (even though still subject to approval by the Company's stockholders and other conditions and contingencies, but provided that the Change of Control actually occurs) and ending on the date which is twelve (12) months following the Change of Control, and (ii) such resignation occurs at or after such Change in Control and in any event within six (6) months following the occurrence of such Good Reason. Notwithstanding the foregoing, the term "Termination Upon Change of Control" shall not include any termination of the employment of the Executive: (1) by the Company for Cause; (2) by the Company as a result of the Permanent Disability of the Executive; (3) as a result of the death of the Executive; or (4) as a result of the voluntary termination of employment by the Executive for any reason other than Good Reason View More

Termination Upon Change of Control. (a) any involuntary termination of the employment of Employee by the Company without Cause within twelve (12) months following a Change of Control; or (b) any resignation by Employee based on a Constructive Termination where (i) such Constructive Termination occurs within twelve (12) months following the Change of Control, and (ii) such resignation occurs within ninety (90) days following such Constructive Termination.

Termination Upon Change of Control. Any termination of the employment of Executive by the Company without Cause during a Change of Control Window; or (b) any resignation by Executive based on "Good Reason" where (i) such Diminution of Responsibilities occurs during a Change of Control Window, and (ii) such resignation occurs within one-hundred and eighty (180) days following such "Good Reason." Notwithstanding anything to the contrary herein, the term "Termination Upon Change of Control" shall not include any termination of the... employment of Executive (1) by the Company for Cause; (2) as a result of the voluntary termination of employment by Executive other than for Good Reason; or (3) that is a Termination (Without Cause) in Absence of Change of Control. View More

Termination Upon Change of Control. Any actual termination of the employment of an Eligible Participant by the Company without Cause during the period commencing thirty (30) days prior to the earlier of (i) the date that the Company first publicly announces it is conducting negotiations leading to a Change of Control, or (ii) the date that the Company enters into a definitive agreement that would result in a Change of Control (even though still subject to approval by the Company's stockholders and other conditions and... contingencies); and ending on the earlier of (x) the date on which the Company announces that the definitive agreement described in clause (ii) above has been terminated or that the Company's efforts to consummate the Change of Control contemplated by the previously announced negotiations or by a previously executed definitive agreement have been abandoned or (y) the date which is twenty-four months after the Change of Control; provided that "Termination Upon Change of Control" shall not include any termination of the employment of an Eligible Participant (i) by the Company for Cause; (ii) by the Company as a result of the Permanent Disability of the Eligible Participant; (iii) as a result of the death of the Eligible Participant, or (iv) as a result of the voluntary termination of employment by the Eligible Participant for reasons other than Good Reason. View More

Termination Upon Change of Control. (a) any involuntary termination of the employment of Executive by the Company without Cause within twelve (12) months following a Change of Control; or (b) any resignation by Executive based on a Diminution of Responsibilities where (i) such Diminution of Responsibilities occurs within twelve (12) months following the Change of Control, and (ii) such resignation occurs within ninety (90) days following such Diminution of Responsibilities.