Benefits Upon Change in Control. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C.
Benefits Upon Change in Control. The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change in Control or if Executive’s employment with the Company is terminated under the circumstances described herein following a Change in Control.
Benefits Upon Change in Control. Executive shall be entitled to the following payments and benefits following a Change in Control, whether or not a Termination occurs:
Benefits Upon Change in Control. If, at any time after a Change in Control, Officer's employment with the Company is terminated (for any reason, including but not limited to death or retirement, and whether with or without cause and whether by the Officer or the Company), the Company shall be required to provide the following benefits to Officer:
(a) The Company shall pay to the Officer in a lump sum in cash, concurrently with the Termination Date if the Company discharges the Officer and within three (3) business days of the Termination Date if the Officer resigns, the aggregate of the following amounts:
(i) a cash lump sum payment equal to all the cash compensation due Officer pursuant to the terms of his employment by the Company as of the date of discharge or resignation, including the bonus for the period of his employment prior to the discharge or resignation annualized on a reasonable basis acceptable to Officer; however, if at the end of such year it is determined that Officer's annual compensation for the year in which his discharge resignation falls would have been higher than the annualized amount used to calculate this payment, the Company shall pay Officer an amount in a cash lump sum equal to a proportionate share in the increase based on his period of employment during the year in which Officer was discharged or resigned; and
(ii) a cash lump sum payment equal to the highest amount of Officer's annual cash compensation (including without limitation, salary, bonus and any deferrals of salary or bonus) or annualized compensation calculated as described in Section 2(a)(i) during the five years preceding or the year of the Change in Control).
(b) In addition to the cash benefits payable pursuant to Section 2(a) hereof, all stock options, restricted stock awards and similar awards granted to Officer by the Company shall immediately vest on the Termination Date, notwithstanding any existing vesting schedule or other terms set forth in any plan or agreement governing the term of such stock options, restricted stock awards and similar awards.
Benefits Upon Change in Control. The Corporation will provide the benefits listed below in Sections 2(a) and 2(b) on a Change in Control. All amounts payable on a Change in Control under all subsections of this Section will be made by bank check or wire transfer at the Change in Control, or, if that is not within the control of the Corporation, not later than the tenth business day following the Change in Control except as otherwise provided in Section 2(a) or 2(b). For purposes of this Section, references to payments by the Corporation include payments from any entity related to the Corporation, such as the Corporation’s Stock Employee Compensation Trusts.
Benefits Upon Change in Control. If a Change in Control of the Company occurs during the term of this Agreement and during the term of Executive's employment with the Company or with any Subsidiary, the Company shall provide the following benefits:
(a) The Company shall pay to the Executive in a lump sum in cash within 30 days after the Change of Control Date the sum of $562,500; and
(b) Within 30 days after the Change in Control Date, upon surrender by the Executive of his outstanding options to purchase common shares of the Company ("Common Shares") granted to the Executive pursuant to the stock option plans of the Company (the "Outstanding Options"), the Company shall pay the Executive an amount in respect of each Outstanding Option (whether wholly- or partially-vested or not vested) equal to the difference between the exercise price of such Outstanding Options and the higher of (x) the fair market value of the Common Shares at the time of such termination, and (y) the highest price paid for Common Shares by any person or group whose acquisition of voting securities has resulted in a Change in Control of the Company. In the alternative, the Executive may exercise his Outstanding Options, all of which shall be immediately vested; and
(c) During the two year period following the Change in Control Date, the Company shall maintain in full force and effect for the continued benefit of the Executive (i) the Company's life and disability insurance programs and the Company's medical, dental and vision plans in which the Executive was entitled to participate immediately prior to the date of the Change in Control, and (ii) the Company's automobile program in which the Executive was entitled to participate immediately prior to the date of the Change in Control. In the event the Executive's participation in any such program or plan is barred or otherwise prevented, the Company shall provide the Executive with after-tax cash or benefits substantially similar to and not less favorable than the benefits which the Executive would otherwise be entitled to receive under such program or plan.
Benefits Upon Change in Control. 2.3.1 If within three years following a Change in Control of the Bank a Terminating Event occurs with respect to the Executive, the Executive will be entitled to receive his Normal Supplemental Retirement Benefit, calculated as if the following had occurred: (a) the Executive continued his employment with the Bank until the Normal Retirement Date, (b) the annual rate of his base compensation with the Bank in effect at the time of the termination of employment was increased, on a compound basis, by 6% on each May 1 occurring after the date of termination of employment and prior to the Normal Retirement Date, (c) the Executive's annual compensation was paid in twenty-six equal bi-weekly installments, and (d) the foregoing assumed facts applied in determining the benefits payable under the Retirement Plan. The Normal Supplemental Retirement Benefit, as so calculated, will generally be payable at the Normal Retirement Date, provided that, with the consent of the Board of Directors, an Actuarial Equivalent of such benefit may be paid (or commenced) to the Executive or former Executive at an earlier date. In the event that the Executive requests permission to commence receiving his Benefit before his Normal Retirement Date and the Board refuses to grant permission for such early commencement of payments, the Executive may request the Board to reconsider its decision. If the Board has not agreed to permit such early payment by a date which is 15 days after the request for reconsideration is made, the Executive shall have the right to receive upon written application to the Bank the Actuarial Equivalent of such Normal Supplemental Retirement Benefit, less a penalty of 7%.
2.3.2 Upon a Change in Control, the Bank shall, as soon as possible, but in no event later than 30 days following the Change in Control, make an irrevocable contribution to the Trust in an amount that is sufficient, as determined by an actuary appointed by the Trustee, to pay the Executive or his Beneficiary the full benefits to which he or she would be entitled pursuant to the terms of this Agreement as of the date on which the Change in Control occurred assuming that (x) the Accrued Percentage was 100%, (y) a Terminating Event had occurred with respect to the Executive as of the date of the Change in Control, and (z) the Board had agreed to pay such benefits to the Executive or his Beneficiary, on an Actuarial Equivalent basis, as of the date of the Change in Control. Within the same time perio...
Benefits Upon Change in Control. If within three years following a Change in Control of the Bank a Terminating Event occurs with respect to the Executive, the Executive shall be entitled to a Retirement Benefit pursuant to Section 2.2 calculated as if (i) the Executive had remained employed by the Bank until the age of sixty-two (62), and (ii) the Executive’s Compensation had increased 5% each year from the date of such Terminating Event until the age of sixty-two (62).
Benefits Upon Change in Control or Termination of the Executive's Employment without Cause in Contemplation of a Change in Control. In the event (i) a Change in Control occurs while the Executive is employed by the Company under this Agreement, or (ii) the Executive's employment during the Employment Term is terminated by the Company without Cause in contemplation of a Change in Control, the Executive shall be entitled to the following:
A. As consideration for the Executive's obligations under the restrictive covenants set forth in Section 7., a lump sum cash payment, paid immediately before the effective date of the Change in Control, equal to the product of (i) the number of whole and fractional years remaining in the Employment Term as of either the effective date of the Change in Control or the termination of employment, as applicable, times (ii) the Executive's Base Salary at the rate in effect immediately before the effective date of the Change in Control or the termination of employment, as applicable, provided, however, that the Executive shall not be entitled to such lump sum payment if, prior to the effective date of the Change in Control, the Executive is offered and accepts employment by the Company, the successor to the Company or the person or entity effecting the Change in Control, following the Change in Control;
B. A lump sum cash payment, paid immediately before the effective date of the Change in Control, equal to the "Fair Market Value" (as defined in the Stock Incentive Plan and determined immediately before the Change in Control) of 150,000 shares of Common Stock (as adjusted in the manner provided in Section 3(c) of the Stock Incentive Plan in the event of any stock dividend, stock split or similar change in capitalization affecting the Common Stock which occurs after the Effective Date and before a Change in Control);
C. A lump sum cash payment, paid immediately before the effective date of the Change in Control, equal to the sum of each "Special Dividend Amount" (as defined below) with respect to any Special Dividend (as defined below) paid while the Executive is employed under this Agreement and before a Change in Control;
D. Full and immediate vesting, immediately before the Change in Control, of all Company stock options and shares of restricted stock of the Company issued to the Executive and outstanding but not vested as of the effective date of the Change in Control or the effective date of termination of employment by the Company without Cause in contempla...
Benefits Upon Change in Control. 5 8. AGREEMENT NOT TO SOLICIT OR COMPETE...................................................................... 5 9. ASSIGNMENT............................................................................................... 7 10. NOTICES.................................................................................................. 7 11. WITHHOLDING.............................................................................................. 7 12.
