After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):
(1) pay Executive a lump sum cash payment equal to three (3) times Executive’s base salary as in effect on the date Executive’s employment terminates,
(2) pay Executive a lump sum cash payment equal to three (3) times the greater of (i) the average of the last three annual bonuses paid to Executive by ICE or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by ICE or its affiliates prior to the Effective Date of a Change of Control and (iii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates,
(3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE until the end of the three (3) year period which starts on the date Executive’s employment terminates so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of such three (3) year period,
(4) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismemberment benefits under which Executive was covered imme...
After a Change of Control. The Plan may be amended after a change of control, as defined in the Income Continuance Plan, (i) at any time but only to the extent necessary to alleviate a material adverse tax consequence to one or more Participants, former Spouses, or Beneficiaries, and (ii) at any time after the second anniversary of such change of control, but only with respect to the benefits of Participants who are then employed by Apache, its successor, or any related entity.
After a Change of Control. This subsection applies on and after the date of a change of control, as defined in the Income Continuance Plan. The only individuals who are able to serve on the Committee after the date of the Change of Control are those who are not then employed by Apache, its successor, or any related legal entities. No Committee members may be added on or after the day of the Change of Control, except that, if the Committee is comprised solely of individuals, (i) the Committee may appoint a legal entity as a Committee member, and (ii) if the number of Committee members drops below three, the remaining member(s) may not resign until having appointed a legal entity or another individual as a Committee member. If all Committee members leave the Committee (if, for example, all Committee members die before the last one appoints a new Committee member or if the sole Committee member is a legal entity that goes out of business), the Committee shall automatically consist of the three Participants with the largest Accounts who are not then employed by Apache, its successor, or any related legal entities.
After a Change of Control. If Executive resigns for Good Reason within one hundred eighty days (180) prior to, or eighteen (18) months following, the Effective Date of a Change in Control or the Company terminates Executive’s employment (other than for Cause or a Disability) within one hundred eighty (180) days prior to, or eighteen (18) months following, the Effective Date of a Change of Control, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings):
(1) pay to Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s annual base salary as in effect on the date the Executive’s employment terminates and (B) equal to the amount of the Executive’s most recently paid annual bonus, and (y) equals two (2);
(2) (a) with respect to options to purchase Company stock which are granted to Executive before or after the date the Company signs this Employment Agreement, accelerate Executive’s right to exercise 100% of such still-outstanding options so that Executive has the right to exercise 100% of such still-outstanding options on the date Executive’s employment terminates, subject to the terms of the plan under which the options were granted; and
After a Change of Control. This Agreement may not be terminated or amended by the Bank or its successor following a Change of Control, unless the Executive consents in writing to be bound thereby.
After a Change of Control. If, after a Change of Control, the Company terminates the Employee’s employment within two (2) years after the date of the Change of Control for any reason other than Due Cause, death or the Employee’s disability, then the Company will pay to the Employee $319,200 payable in installments pro rata in accordance with the then current payroll policies of the Company over the twenty-four (24)-month period following such termination, and all the rights and benefits the Employee may have under the any health and welfare benefit plan will be determined in accordance with the terms and conditions of those plans.
After a Change of Control during the Term of Employment, the Executive, her spouse, or her dependents, as the case may be, shall be entitled to receive all amounts which she, her spouse or her dependents are or would have been entitled to receive as benefits under all other benefit plans of the Corporation and its Affiliated Companies, including, without limitation, medical, dental, disability, group life, accidental death and travel accident insurance plans and programs (collectively, the "Benefit Plans") on a basis at least as favorable to the Executive as on the date immediately prior to the date of the Change of Control. Prior to a Change of Control, the Executive's and such other persons' entitlement to participate in the Benefit Plans shall be determined in accordance with the Corporation's regular practice.
After a Change of Control. If, after a Change of Control, the Company terminates the Employee's employment for any reason other than Due Cause or the Employee's Disability, or if a Constructive Termination occurs, then (a) the Company shall promptly (and no later than 10 days after the termination or Constructive Termination) pay to the Employee a one-time cash payment equal to 2.99 times that amount which is equal to (i) the Employee's highest Base Salary plus (ii) the most recent cash bonus previously paid to Employee for any period prior to the Change of Control; and (b) the Company shall afford the Employee the right to participate in any Medical Plans in which any senior executive of the Company participates, and in a manner consistent with the participation of such senior executives for a three year period after such termination or Constructive Termination (provided, however, that if the terms of any such plan preclude the Employee's continued participation therein, if Employee's continued participation in any such plan could reasonably be expected to disqualify that plan under any applicable tax regulation, or if Employee voluntarily elects not to participate in such plan, then the Employee shall not be entitled to participate in that plan, but the Company instead shall provide the Employee with the after-tax equivalent of the COBRA payments necessary for the Employee and his family to participate in that or a similar plan for the remainder of that three year period), and (c) all the rights and benefits the Employee may have under the Compensation Plans of the Company will be determined in accordance with the terms and conditions of those plans.
After a Change of Control. If the Company terminates the Executive's employment Without Cause or if the Executive terminates his employment for Company Breach or for Good Reason after a Change of Control, then (i) for the remainder of the Term or twenty four (24) months, whichever is greater, the Company shall continue to pay the Executive and, if applicable, the Executive's heirs, pursuant to Sections 1.4(a) (Base Salary) and 1.4
After a Change of Control. The Company has the right to terminate the employment of the Executive after a Change of Control, upon at least thirty days' prior written notice, if such termination is approved by a majority vote of the Board taken at a meeting duly called to consider such matter. If the Company shall terminate the employment of the Executive at any time during the term of his employment hereunder and after a Change of Control, other than for cause under paragraph 9(a) of this Agreement, then the Executive shall be entitled to the following "Change of Control Benefits":
