Cash benefit. If a Change in Control occurs, Cortland Bancorp shall make a lump-sum payment to the Executive in an amount in cash equal to 2.99 times the Executive’s compensation. For this purpose, the Executive’s compensation means (x) the sum of the Executive’s base salary when the Change in Control occurs, including salary deferred at the Executive’s election, plus (y) any bonus awarded for the most recent whole calendar year before the year in which the Change in Control occurs, regardless of whether the bonus is paid in the year earned and regardless of whether the bonus is vested or subject to elective deferral. The term bonus means cash or non-cash compensation of the type that is required to be reported as bonus by Securities and Exchange Commission rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402, currently Item 402(c)(2)(iv)). The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. Subject to section 17 of this Agreement, the payment required under this section 1(a) shall be made within five business days after the Change in Control occurs. The Executive shall be entitled to a payment under this section 1(a) on no more than one occasion during the term of this Agreement.
Appears in 2 contracts
Samples: Severance Agreement (Cortland Bancorp Inc), Severance Agreement (Cortland Bancorp Inc)
Cash benefit. If a Change in Control occurs, Cortland Bancorp shall will make a lump-sum payment to the Executive in an amount in cash equal to 2.99 times the Executive’s compensation. For this purpose, the Executive’s compensation means the sum of (x) the sum of the Executive’s base salary when the Change in Control occurs, including salary deferred at the Executive’s election, plus (y) any bonus awarded for the most recent whole calendar year before the year in which the Change in Control occurs, regardless of whether the bonus is paid in the year earned and regardless of whether the bonus is vested or subject to elective deferral. The term bonus means cash or non-cash compensation of the type that under SEC rules is required to be reported by accelerated filers as bonus by Securities and Exchange Commission rules governing tabular disclosure of executive compensationin the Summary Compensation Table, specifically Regulation S-K Item 402 (17 CFR 229.402, currently Item 402(c)(2)(iv)). The amount payable to the Executive hereunder shall will not be reduced to account for the time value of money or discounted to present value. Subject to section 17 of this Agreement, the payment required under this section 1(a) shall will be made within five business days after the Change in Control occurs. The If the Executive shall be receives payment of the benefit under this section 1(a) because of the occurrence of a Change in Control, the Executive is not entitled to a an additional payment under this section 1(a) on no more than one occasion during the term of this Agreementif an additional Change in Control occurs thereafter.
Appears in 2 contracts
Samples: Severance Agreement (Cortland Bancorp Inc), Severance Agreement (Cortland Bancorp Inc)
Cash benefit. If a Change in Control occurs, Cortland Bancorp shall make a lump-sum payment to the Executive in an amount in cash equal to 2.99 one times the Executive’s compensation. For this purpose, purpose the Executive’s compensation means (x) the sum of the Executive’s base salary when the Change in Control occurs, including salary deferred at the Executive’s election, plus (y) any bonus awarded for the most recent whole calendar year before the year in which the Change in Control occurs, regardless of whether the bonus is paid in the year earned and regardless of whether the bonus is vested or subject to elective deferral. The term bonus means cash or non-cash compensation of the type that is required to be reported as bonus by Securities and Exchange Commission rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402, currently Item 402(c)(2)(iv)). The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. Subject to section 17 of this Agreement, the payment required under this section 1(a) shall be made within five business days after the Change in Control occurs. The Executive shall be entitled to a payment under this section 1(a) on no more than one occasion during the term of this Agreement.
Appears in 2 contracts
Samples: Severance Agreement (Cortland Bancorp Inc), Severance Agreement (Cortland Bancorp Inc)
Cash benefit. If a Change in Control occurs, Cortland Bancorp shall make a lump-sum payment to the Executive in an amount in cash equal to 2.99 2.5 times the Executive’s compensation. For this purpose, the Executive’s compensation means (x) the sum of the Executive’s base salary when the Change in Control occurs, including salary deferred at the Executive’s election, plus (y) any bonus awarded for the most recent whole calendar year before the year in which the Change in Control occurs, regardless of whether the bonus is paid in the year earned and regardless of whether the bonus is vested or subject to elective deferral. The term bonus means cash or non-cash compensation of the type that is required to be reported as bonus by Securities and Exchange Commission rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402, currently Item 402(c)(2)(iv)). The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. Subject to section 17 of this Agreement, the payment required under this section 1(a) shall be made within five business days after the Change in Control occurs. The Executive shall be entitled to a payment under this section 1(a) on no more than one occasion during the term of this Agreement.
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Cash benefit. If a Change in Control occurs, Cortland Bancorp shall make a lump-sum payment to the Executive in an amount in cash equal to 2.99 one times the Executive’s compensation. For this purpose, purpose the Executive’s compensation means (x) the sum of the Executive’s base salary when the Change in Control occurs, including salary deferred at the Executive’s election, plus (y) any bonus awarded for the most recent whole calendar year before the year in which the Change in Control occurs, regardless of whether the bonus is paid in the year earned and regardless of whether the bonus is vested or subject to elective deferral. The term bonus means cash or non-cash compensation of the type that is required to be reported as bonus by Securities and Exchange Commission rules governing tabular disclosure of executive compensation, specifically Regulation S-K Item 402 (17 CFR 229.402, currently Item 402(c)(2)(iv)). The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. Subject to section 17 16 of this Agreement, the payment required under this section 1(a) shall be made within five business days after the Change in Control occurs. The Executive shall be entitled to a payment under this section 1(a) on no more than one occasion during the term of this Agreement.
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