Benefits Upon a Change in Control. The Executive's rights upon a termination of employment that occurs following a Change in Control shall be as specified in Section 5 generally for termination of employment, except (i) the amount payable under 5(a)(i)(B) shall be three times the sum of (x) the Executive's Annual Base Salary and (y) the Target Bonus; (ii) the benefits under Section 5(a)(iv) shall be provided for three years after the Date of Termination and the Executive's eligibility (but not the time of commencement of such benefits) for retiree benefits pursuant to such plans, practices, programs and policies shall be determined as if the Executive had remained employed until three years after the Date of Termination and to have retired on the last day of such period; (iii) the Option Award shall have vested in accordance with Section 3(d)(i); and (iv) the Executive shall be paid within 15 days after the Date of Termination, an amount equal to the excess of
(A) the actuarial equivalent of the benefit under the Company's applicable qualified defined benefit retirement plan in which the Executive is participating immediately prior to his Date of Termination (the "Retirement Plan") (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the Date of this Agreement), any SERPs in which the Executive participates and, to the extent applicable, any other defined benefit retirement arrangement between the Executive and the Company ("Other Pension Benefits") which the Executive would receive if the Executive's employment continued for three additional years beyond the Date of Termination, assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation for such deemed additional period was the Executive's Annual Base Salary as in effect immediately prior to the Date of Termination and assuming a bonus in each year during such deemed additional period equal to the Target Bonus, over
(B) the actuarial equivalent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan, the SERPs and Other Pension Benefits as of the Date of Termination (utilizing the rate used to determine lump sums and, to the extent applicable, other actuarial assumptions no less favorable to the Executive than those in effect under the Retirement Plan immediately prior to the date of this Agreemen...
Benefits Upon a Change in Control. Subject to the provisions of Section 4.9, if a Change in Control occurs during the Employment Period and within two (2) years after the Change in Control Date (a) the Company terminates the Executive’s employment without Cause, or (b) the Executive terminates employment with the Company for Good Reason, then the Executive shall become entitled to the payment of the benefits as provided below:
Benefits Upon a Change in Control. (a) If a Change in Control (as defined in this Agreement) occurs during the Employment Period, and an Involuntary Termination of Executive’s employment occurs on or after the date of the initial public announcement of such Change in Control but within eighteen (18) months following a Change in Control1 (the “Change in Control Protection Period”), then:
(i) Within sixty (60) days following the Termination Date, the Company shall pay Executive a lump sum equal to (A) eighteen (18) months of Base Compensation (without giving effect to any salary reduction program then in effect), plus (B) the product of (x) one hundred and fifty percent (150%) and (y) an amount equal to the average of the annual short-term variable compensation program (currently the Annual Incentive Program, and together with any future short-term variable compensation program, collectively hereinafter referred to as the “Short Term Program”) payments earned by the Executive over the last five (5) years in which the Executive was employed with the Company on December 31st of such year (the “Five Year Average Amount”2), plus (C) a pro-rata amount (based on the number of full months worked during the calendar year during which the Termination Date occurs) of the Five Year Average Amount.
(ii) If at the Termination Date, payment has not been made under the Short Term Program that was in effect during the calendar year prior to the year in which the Termination Date occurs, the Company shall pay the Executive, not later than March 15th of the year in which the Termination Date occurs, the full amount he would have earned under such prior-year program (based on the performance results achieved under such program), as if his employment had not been terminated.
(iii) Within sixty (60) days following the Termination Date, the Company shall pay in a lump sum any COBRA premiums the Executive would be required to pay for the COBRA benefits selected by Executive for twelve (12) months after the Executive’s Termination Date if Executive has provided less than twenty (20) years of service to the Company and for eighteen (18) months after Executive’s Termination Date if Executive has provided twenty (20) 1 For purposes of clarity, the Change in Control Protection Period prior to a Change in Control applies to a Termination Date (as defined in Section 7(d) for an Involuntary Termination) that is scheduled to occur on or after the date of the initial public announcement of a Change in Control but prior to th...
Benefits Upon a Change in Control. In the event of a Change in Control of the Company, the vesting and/or exercisability of twenty-five percent (25%) of the outstanding unvested equity awards then held by Executive (the “Equity Awards”) shall be accelerated as of immediately prior to the effective date of the Change of Control transaction. Further, in the event that the Equity Awards are not assumed or substituted and would otherwise terminate prior to and in connection with the Change in Control, the vesting and/or exercisability of an additional fifty percent (50%) of the Equity Awards shall be accelerated as of immediately prior to the effective date of the Change of Control transaction.
Benefits Upon a Change in Control. In the event of a Change in Control while Executive is employed by the Company, Executive shall receive the following benefits:
Benefits Upon a Change in Control. If (i) during the term of this Agreement and while Executive remains an employee of the Company, the Company shall be subject to the consummation of a Change in Control and (ii) within one (1) year following such Change in Control the Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, then in such case Executive shall be entitled to receive the following: (A) Executive's base salary and vacation accrued through the Termination Date, (B) vesting of all outstanding stock options and other equity arrangements subject to vesting and held by Executive through the Termination Date that had vested as of the Termination Date, plus acceleration of an additional twelve (12) months of vesting of such options and other equity arrangements, (C) base salary continuance, excluding any rights to a bonus and any payment rights other than base salary, for six months after the Termination Date, and (D) to the extent required by COBRA only, continuation of group health benefits pursuant to the Company's standard programs in effect at the Termination Date, for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion and payments."
Benefits Upon a Change in Control. (a) The Company shall provide Executive with the benefits set forth in Section 2(c) hereof upon any termination of Executive's employment by the Company and the Savings Bank during that two (2) year period following a Change in Control (as defined below) which occurs during the term of this Agreement for any reason except the following:
Benefits Upon a Change in Control. If a Change in Control (as defined in Section 5(e) below) occurs during the term of this Agreement, and an Involuntary Termination of Executive’s employment occurs either in contemplation of such Change in Control (as defined in Section 5(g) below) or within twelve (12) months following a Change in Control1, then:
Benefits Upon a Change in Control. Reynxxxx xxxognizes that the threat of a Change in Control would be of significant concern to Nevix. Xxe following provisions provide termination protection for Nevix xx the event of a Change in Control. These provisions, among other purposes, are intended to fostxx xxx encourage Nevix'x xxxtinued attention and dedication to his duties in the event of such potentially disturbing and disruptive circumstances. Reynxxxx, xxerefore, agrees to do the following:
(i) If Reynxxxx xxxminates Nevix'x xxxloyment for any reason other than a Discharge for Cause, or if Nevix xxxminates his employment with Reynxxxx xxxuntarily for any reason other than disability or retirement within the twenty-four (24) month period following a Change in Control, Nevix xxxll be entitled to receive from Reynxxxx xxx following benefits:
(A) A lump sum severance payment (the "Severance Payment"), in cash, equal to three (3) times the sum of (i) the higher of Nevix'x xxxual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Nevix'x Xxxuses during the three (3) calendar years immediately preceding the year in which the date of termination occurs.
(B) Nevix xxxll be entitled, during the period expiring on the earlier of Nevix'x xxxuring other employment or twenty-four (24) months from the date of such termination of employment (or such longer period as required by law), to continued coverage under the Reynxxxx sponsored medical benefits program in existence on such date of termination or, if such continued coverage is barred, Reynxxxx xxxll provide equivalent medical benefit coverage through the purchase of insurance or otherwise.
(C) For purposes of determining Nevix'x xxxefits under the Supplemental Plan, Nevix xxxll receive credit toward his Years of Service under the Supplemental Plan for the two (2) year period following such termination of employment. In addition, with respect to the two (2) year period following such termination of employment, Nevix'x Xxxe Compensation shall be deemed to be increased by the annual economic range adjustment for Reynxxxx' xxlaried employees announced in October of each year (or, if there is no such announced economic range adjustment in a given year, by an assumed five percent (5%) increase for that year) in order to calculate his highest earnings during five (5) consecutive years ou...
Benefits Upon a Change in Control. The Executive shall be entitled to the following benefits upon a Change in Control during the term of this Agreement:
(a) the immediate vesting of all equity-based awards (including options, restricted stock, phantom stock and performance shares) granted to the Executive;
(b) a lump sum cash payout of the Executive's annual bonus under the Company's applicable annual bonus program (the "Annual Bonus Program") for the year in which such Change in Control occurs, the amount of which shall be equal to the Executive's target or base incentive bonus possible under the Annual Bonus Program for that year;
(c) a lump cash payment of all earned but unpaid amounts under the Annual Bonus Program unless the Executive elects prior to such Change in Control to defer such distribution under and in accordance with the Company's Compensation Deferral Plan. The payments under this Section 3 shall be made on the effective date of the Change in Control.
