Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company’s providing the benefits hereinafter specified in accordance with the terms hereof.
(ii) In the event of a Potential Change in Control (as defined in Section 3 hereof), you agree that you will not leave the employ of the Company (other than as a result of Disability, as such term is hereinafter defined) and will render the services contemplated in the recitals to this Agreement until the earliest of (a) a date which is 270 days from the occurrence of such Potential Change in Control, or (b) a termination of your employment pursuant to which you become entitled under this Agreement to receive the benefits provided in Section 5(iii) below.
Agreement to Provide Services; Right to Terminate. Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the provisions of any employment agreement between you and the Company’s providing the benefits hereinafter specified in accordance with the terms hereof. In the event of a potential change in control of the Company as defined in Section 4 hereof, you agree that you will not leave the employ of the Company (other than as a result of Disability or upon Retirement, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until the earliest of (a) a date which is 270 days from the occurrence of such potential change in control of the Company, or (b), a termination of your employment pursuant to which you become entitled under this Agreement to receive the benefits provided in Section 6(iii) below.
Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof.
(ii) In the event a tender offer or exchange offer is made by a Person (as hereinafter defined) for more than 25% of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors ("Voting Securities"), including shares of the Common Stock, no par value, of the Company (the "Company Shares"), you agree that you will not leave the employ of the Company (other than as a result of Disability or upon Retirement, as such terms are hereinafter defined) and will render the services
Agreement to Provide Services; Right to Terminate. Nothing in this Agreement shall be construed as giving the Employee any right to be retained in the employ of the Company. The Company or the Employee may terminate the Employee's employment at any time, subject to the Company's irrevocable and unconditional obligation to provide the benefits set forth in this Agreement.
Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof.
(ii) In the event a tender offer or exchange offer is made by a Person (as hereinafter defined) for more than 35% of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors ("Outstanding Company Voting Securities"), including shares of common stock ($.01 par value) of the Company (the "Stock"), you agree that you will not leave the employ of the Company (other than as a result of Disability or upon Retirement, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until such tender offer or exchange offer has been abandoned or terminated or a Change in Control of the Company, as defined in Section 3 hereof, has occurred. For purposes of this Agreement, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person," as such term is defined in Section 3(a)(9) and as used in Section 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), other than the Company, a wholly-owned subsidiary of the Company or any employee benefit plan(s) sponsored by the Company or a subsidiary of the Company.
Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company’s providing the benefits specified in this Agreement in accordance with the terms of this Agreement.
(ii) In the event of a Potential Change in Control (as defined below), you agree that you will not leave the employ of the Company (other than as a result of Disability or upon Retirement, as such terms are defined in Section 4) and will continue to render services as an officer until such Potential Change in Control has been abandoned or terminated or a Change in Control, as defined in Section 3, has occurred. For purposes of this Agreement, a Potential Change in Control of the Company shall mean the occurrence of any of the following: (a) the Company enters into an agreement, the approval of which by the shareholders would result in the occurrence of a Change in Control of the Company; (b) any Person (including the Company) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control of the Company; or (c) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of the Company has occurred.
Agreement to Provide Services; Right to Terminate. A) Except as otherwise provided in paragraph (B) below and in the Executive's Employment Agreement, the Bank or the Executive may terminate the Executive's employment at any time following a Change in Control, subject to the Bank's providing the benefits hereinafter specified in accordance with the terms hereof.
B) In the event a Person makes an offer which, if accepted by the Bank and subsequently consummated, would constitute a Change in Control, the Executive agrees that he will not leave the employ of the Bank (other than as a result of Disability or upon Retirement, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until such Change in Control offer has been abandoned or terminated or a change in Control has occurred.
Agreement to Provide Services; Right to Terminate. Except as otherwise provided in paragraph (ii) below, the Company or Officer may terminate Officer’s employment at any time, subject to the provisions of any employment agreement (including this Agreement) between Officer and the Company and the Company’s providing the benefits in accordance with the terms of this Agreement and all other legally mandated benefits, whether statutory or contractual in nature. In the event of a Potential Change in Control of the Company as defined in Section 4, Officer agrees that Officer will not leave the employ of the Company (other than as a result of Disability, upon Retirement or for Good Reason, as such terms are defined in Section 4), and will render the services contemplated in the recitals to this Agreement until the earliest of (A) a date which is 270 days from the occurrence of such Potential Change in Control of the Company or (B) a termination of Officer’s employment pursuant to which Officer becomes entitled under this Agreement to receive the benefits provided in Section 6.
Agreement to Provide Services; Right to Terminate. (i) Except as otherwise provided in paragraph (ii) below, the Company or you may terminate your employment at any time, subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof.
(ii) In the event a tender offer or exchange offer is made by a Person (as hereinafter defined) for more than 20 percent (20%) of the combined voting power of the Company's outstanding securities ordinarily having the right to vote at elections of directors, including shares of the common capital stock of First Tennessee National Corporation, par value $1.25 per share (the "Company Voting Securities"), you agree that you will not leave the employ of the Company (other than as a result of Disability, Retirement, or upon an event which would constitute Good Reason if such event occurred after a change in control of the Company, as such terms are hereinafter defined) and will render the services contemplated in the recitals to this Agreement until such tender offer or exchange offer has been abandoned or terminated or a change in control of the Company, as defined in Section 3 hereof, has occurred; provided, however, that such obligation shall not extend for a period exceeding one hundred and eighty (180) days from the initial event resulting in the obligation under this paragraph (ii). For purposes of this Agreement, the term "Person" shall mean and include any individual, corporation, partnership, group, association or other "person", as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Section 13(d) or Section 14(d) of the Exchange Act, other than the Company, an entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities or interests (a "Subsidiary"), or any employee stock ownership or other employee benefit plan or trust sponsored by the Company or a Subsidiary.
Agreement to Provide Services; Right to Terminate. (a) Executive agrees to continue in employment with the Company. Notwithstanding anything contained herein to the contrary, this Agreement shall not be deemed to confer on Executive any right to continued employment with the Company or to impose on the Company any obligation with respect to the continued employment of Executive.
(b) Any purported termination by the Company or by Executive following the Change in Control or prior to or following a Potential Change in Control, as the case may be, shall be communicated by written Notice of Termination to the other party hereto.
(c) Upon a Change in Control, the terms and conditions of the Company's long-term incentive plans and any applicable award agreements thereunder shall control with respect to the vesting of any options or other awards thereunder then held by Executive.
