Benefits Following a Change in Control. 5.1 Following a Change in Control, the Company or its successor shall provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company’s pension, life insurance, medical, health and accident, disability or other welfare plans, but not including any incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control, unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive.
5.2 Following a Change in Control, the Company or its successor shall provide the Executive with the number of paid vacation days to which the Executive is entitled to on the basis of years of service with the Company in accordance with the Company’s normal vacation policy in effect at the time of a Change in Control.
Benefits Following a Change in Control. 3.1 Following a Change in Control, the Company or its successor shall provide to the Executive (or cause to be provided to the Executive) (a) benefits substantially similar to those enjoyed by the Executive under any of the Company’s and its Affiliates’ pension, life insurance, medical, health and accident, disability or other welfare plans (but not including annual bonus and short-term and long-term incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control) unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive and (b) annual bonus and short-term and long-term incentive compensation opportunities that are not less favorable to the Executive than those provided to the Executive immediately prior to the Change in Control.
3.2 Following a Change in Control, the Company or its successors shall provide to the Executive (or cause to be provided to the Executive) the number of paid vacation days to which the Executive is entitled to on the basis of years of service with the Company, the Bank, and their Affiliates in accordance with the applicable vacation policy of the Company, the Bank, or applicable Affiliates in effect at the time of a Change in Control.
Benefits Following a Change in Control. 4.1 Provided Employee is providing services to the Corporation or an Employer, the majority of which is owned by the Corporation, at the time of the Change in Control, Employee shall be entitled to and the Corporation shall pay to Employee, the salary, bonus and benefits set forth in paragraph 4.3 below if a Change in Control occurs during the term of this Agreement and Employee’s employment is terminated within two (2) years following the Change in Control either:
4.1.1 by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, or
4.1.2 by Employee pursuant to Involuntary Termination.
4.2 Employee shall be entitled to and the Corporation shall pay to Employee the salary, bonus and benefits set forth in paragraph 4.3 below if during the term of this Agreement there is a Proposed Transaction and Employee’s employment is thereafter terminated by the Corporation or the Bank other than for Cause or by reason of Employee’s Disability, Retirement or death, and the Proposed Transaction is consummated within one (1) year after the date of termination of Employee’s employment, then a Change in Control shall be deemed to have occurred during the term of this Agreement and the termination of Employee’s employment shall be deemed to have occurred within two (2) years following a Change in Control.
4.3.1 The Corporation or the Bank shall pay and Employee shall receive his Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from his date of termination in the same manner as it was being paid as of the date of termination; provided, however, that the salary payments provided for hereunder shall be paid in a single lump sum payment, to be paid not later than thirty (30) days after his termination of employment, said lump sum payment to be determined by taking the salary payments to be made and discounting them to their Present Value.
4.3.2 The Corporation or the Bank shall pay and Employees shall receive a bonus (subject to withholding all applicable taxes) greater than or equal to a pro rata percentage of the previous years’ bonus based upon the number of months worked during the current fiscal year prior to termination.
4.3.3 The Corporation or the Bank shall pay and Employees shall receive the §401(k) contributions based upon employee’s Current Salary (subject to withholding all applicable taxes) for a period of two (2) years from the date of his termination in the same manner a...
Benefits Following a Change in Control. 4.1 Employee shall be entitled to and the Corporation shall pay to Employee, the salary, bonus and benefits set forth in paragraph 4.3 below if a Change in Control occurs during the term of this Agreement and Employee's employment is terminated within two (2) years following the Change in Control either:
4.1.1 by the Corporation or the Bank other than for Cause or by reason of Employee's Disability, Retirement or death, or
Benefits Following a Change in Control. If a Change in Control Date occurs during the Term and the Executive’s employment with the Company terminates within 12 months following the Change in Control Date, the Executive shall be entitled to the following benefits:
Benefits Following a Change in Control. In the event of a Change in Control, Executive shall be entitled to the benefit hereunder whether or not he enters into an arrangement that is deemed to be competitive with the Bank.
Benefits Following a Change in Control. Following a Change in Control, the Company or its successor shall provide the Executive with benefits substantially similar to those enjoyed by the Executive under any of the Company's pension, life insurance, medical, health and accident, disability or other welfare plans, but not including any incentive or equity-based compensation plans in which the Executive was participating at the time of the Change in Control, unless the nature of the change in benefit levels is consistent with changes to benefits levels provided to employees at the same or equivalent level or title as the Executive.
Benefits Following a Change in Control. In the event that a Change in Control occurs prior to the close of business on the fifth anniversary of the date hereof, and if Executive terminates employment with the Company for any reason, including Executive's death but excluding termination for "Cause" (as defined below), within the three (3) year period commencing on the date of such Change in Control, then the Company shall pay to Executive (or in the case of Executive's death, Executive's surviving spouse, or if no surviving spouse, Executive's estate) on or within five (5) days after the date of such termination of employment cash equal to Amount A plus Amount B, such sum multiplied by Amount C, where: Amount A equals the highest amount of annual base salary paid to Executive for each of the three completed fiscal years of the Company immediately preceding the date of the Change in Control, and Amount B equals the highest amount of annual bonus paid to Executive for each of the three completed fiscal years of the Company immediately preceding the date of the Change in Control, and Amount C equals the number of whole and fractional years for the period from the date of such termination of employment through the third anniversary of the date of the Change in Control. In addition to the foregoing, (i) all of Executive's stock options granted by the Company that are outstanding on the date of the Change in Control shall become fully (100%) vested and exercisable as of the date of the Change in Control and (ii) all of Executive's shares of restricted stock of the Company that are unvested as of the date of the Change in Control shall become fully (100%) vested as of the date of the Change in Control.
Benefits Following a Change in Control. In the event of:
(a) a Change in Control (as defined in Section 7.1, below), and
(b) the termination of Executive's employment hereunder in a Qualifying Termination within one hundred twenty (120) days prior to or within two (2) years after a Change in Control, the Company agrees that all stock options, restricted stock and other incentive compensation awards of Executive that are outstanding at the time of the Qualifying Termination and that have not previously become exercisable, payable or free from restrictions shall immediately become exerciseable, payable or free from restrictions, as the case may be, in their entirety, and that the exercise period of any stock option or other incentive award shall continue for the length of the exercise period specified in the grant of the award determined without regard to Executive's termination of employment. Notwithstanding any other provisions in this Agreement to the contrary, in such event, Executive shall also be entitled to continue to participate for three years following the Qualifying Termination in all of the employee benefit programs of the Company (including, but not limited to, group medical insurance, group dental insurance, group-term life insurance, disability insurance, automobile allowance, gasoline allowance, and a full allowance for club dues and tax and financial planning) available to the Executive before the Qualifying Termination in the same way and at the same level as immediately prior to the Qualifying Termination at no additional cost to Executive, except to the extent tax rules require the inclusion of the value of such benefits in Executive's income. Executive shall also receive executive outplacement benefits of a type and duration generally provided to executives at Executive's level.
Benefits Following a Change in Control
