Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within twenty four (24) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effective.
(i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the Release;
(ii) An amount equal to 2.0 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and
(iii) An amount equal to the product of (x) the COBRA Premium times (y) twenty-four (24) months. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code.
Change in Control Payments and Benefits. Not in limitation of the forgoing, upon a Change-in-Control, Executive shall be entitled to the additional payments and equity treatment set forth in this section incremental to any other compensation due to Executive under this Agreement.
Change in Control Payments and Benefits. (a) In the event that:
(i) During the Term of this Agreement, (x) the Bank terminates Employee’s employment without Cause (and not due to expiration of the Term pursuant to Paragraph 4, Employee’s death as provided for in Paragraph 6(b) or Employee’s Disability as provided for in Paragraph 6(c)); or (y) Employee terminates such employment following a Termination Event; and
(ii) Such termination pursuant to clause (x) or (y) of Paragraph 8(a)(i) above occurs within twelve (12) months after a Change in Control (any such termination meeting the explicit requirements of both Paragraphs 8(a)(i) and 8(a)(ii) referred to hereinafter as a “Change in Control Termination”), then Employee shall be entitled to receive the payments and benefits specified in this Paragraph 8. The date on which the Employee or Bank receives notice in accordance with Paragraph 6 of the termination of Employee’s employment or Paragraph 8(e) of a Change in Control Termination, respectively, shall be deemed the Change in Control Termination Date.
(b) For the purposes of this Agreement, the term “Change in Control” shall mean a change in control event as defined in Treasury Regulation § 1.409A-3(i)(5) promulgated under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including a change in effective control of the Bank, a change in the ownership of the Bank, and a change in the ownership of a substantial portion of the assets of the Bank, as such terms are defined in Treasury Regulation § 1.409A-3(i)(5). Notwithstanding the other provisions of this Paragraph 8, a transaction or event shall not be considered a Change in Control if prior to the consummation or occurrence of such transaction or event, Employee and the Bank agree in writing that the same shall not be treated as a Change in Control for purposes of this Agreement.
Change in Control Payments and Benefits. (a) Upon the occurrence of a Triggering Event:
(i) the Company shall provide Salary and Benefits Continuation to the Executive; provided, however, that in the event medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate Company group insurance policies pursuant to clause (iii) of the definition of "Salary and Benefits Continuation," an amount equal to the premium necessary for Executive to purchase directly the same level of coverage in effect immediately prior to the termination of employment shall be added to the Company's payments to Executive pursuant to this Section 3. If Executive is required to pay income or other taxes on any medical, long-term disability, dental or life insurance benefits provided or paid to Executive pursuant to this Section 3, then the Company shall pay to Executive an amount of cash sufficient to "gross-up" such benefits or payments so that Executive's "net" benefits received under this Section 3 are not diminished by any such taxes that are imposed with respect to the same or the Company's gross-up hereunder with respect to such taxes;
(ii) all equity compensation awards granted to Executive by the Company (e.g., all stock options and shares of restricted stock), will immediately become fully vested and fully exercisable;
(iii) notwithstanding anything to the contrary contained in the Company's Basic Retirement Plan (the "BRP"), Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to the one-twelfth of the Severance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service for purposes of the BRP shall be deemed to be an amount equal to the sum of (x) Executive's base salary at the rate of base salary per annum in effect immediately prior to the Change of Control or on the date of the termination of Executive's employment, whichever is higher, and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date of the termination of Executive's employment or the date of the Change of Control, whichever is higher or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the Change of Control occurs or ...
Change in Control Payments and Benefits. If any Event shall occur during the Change in Control Term, then Dearborn shall be entitled to receive from the Company or its successor (which term as used herein shall include any person acquiring all or substantially all of the assets of the Company) cash payments and other benefits on the following basis (unless Dearborn's employment by the Company is terminated voluntarily or involuntarily prior to the occurrence of the earliest Event to occur (the "First Event"), in which case Dearborn shall be entitled to no payment or benefits under this Section 5, but still may be entitled to payments and benefits under Section 4 hereof):
(a) A cash payment payable in two installments (the "Transaction Completion Bonus") equal to Dearborn's proportionate share (as described below) of a fund to be established by the Company or its successor equal to 1% of the Sale Transaction Price (the "Fund"), payable one half at closing or completion of an Event described in Section 5.1(a), 5.1(b), 5.1(c) or 5.1(d), and the remainder on the one year anniversary of such date (the "Transaction Anniversary Date"), provided Dearborn's employment with the Company or its successor is either (i) still in effect on the Transaction Anniversary Date or (ii) not in effect on the Transaction Anniversary Date as a result of a Constructive Involuntary Termination (as defined in Section 5.1 hereof) or a termination by the Company or its successor for a reason other than for Cause (as defined in Section 4(b) hereof). Dearborn's proportionate share of the Fund shall be calculated as follows: multiply the amount of the Fund by a fraction, the numerator of which is Dearborn's 1999 base salary and the denominator of which is the aggregate 1999 base salary paid by the Company to its four executive officers other than its Chief Executive Officer.
(b) If at the time of, or at any time after, the occurrence of the First Event and prior to the end of the Transition Period (as defined in Section 5.3(c)), the employment of Dearborn with the Company is voluntarily or involuntarily terminated for any reason (unless such termination is a voluntary termination by Dearborn other than a Constructive Involuntary Termination or is on account of the death or Disability of Dearborn or is a termination by the Company for Cause), Dearborn (or Dearborn's
Change in Control Payments and Benefits. Notwithstanding any other provision in this Agreement, if your employment is terminated by you for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 2 or without Cause (other than on account of your death or Incapacity), in each case within thirty-six (36) months following a Change in Control, you shall be entitled to receive the following payments and benefits, provided you sign a Release and it becomes effective:
(i) The sum of: (1) the Accrued Amounts; (2) the amount, if any, of any earned but unpaid incentive or bonus compensation with respect to any completed calendar year immediately preceding the date of termination; (3) the product of the annual cash bonus paid or payable, including by reason of deferral, for the most recently completed year and a fraction, the numerator of which is the number of days in the current year through the date of termination and the denominator of which is 365; and (4) any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans, policies or programs have been earned or become payable, but which have not been paid to you. These amounts will be paid to you in a lump sum cash payment within ten (10) days after the effective date of the Release;
(ii) An amount equal to 2.99 times your Final Compensation. For purposes of this Agreement, Final Compensation means the Base Salary in effect at the date of termination, plus the highest annual cash bonus paid or payable for the two most recently completed years. This severance benefit will be paid to you in a lump sum cash payment within thirty (30) days after the effective date of the Release; and
(iii) If you timely elect COBRA coverage, your current benefits under group health and dental plans will continue in accordance with Section 5(e)(iv). its portion of such health and dental premiums.
Change in Control Payments and Benefits. Subparagraph 8(d) of the Employment Agreement is hereby amended by deleting from such subparagraph the phrase “two hundred percent (200%)” and replacing such phrase with the following new language: “two hundred ninety-nine percent (299%)”.
Change in Control Payments and Benefits. (a) In the event that:
(i) During the term of this Agreement, (x) the Bank terminates Employee’s employment other than for Cause or Disability; or (y) Employee terminates such employment following a Termination Event; and
(ii) Such termination pursuant to clause (x) or (y) of Paragraph 8(a)(i) above occurs within twelve (12) months after a Change in Control (any such termination meeting the explicit requirements of both Paragraphs 8(a)(i) and 8(a)(ii) referred to hereinafter as a “Change in Control Termination”), then Employee shall be entitled to receive the payments and benefits specified in this Paragraph 8. The date on which the Employee or Bank receives notice in accordance with Paragraph 6 of the termination of Employee’s employment or Subparagraph 8(f) of a Change in Control Termination, respectively, shall be deemed the Change in Control Termination Date.
(b) For the purposes of this Agreement, the term “Change in Control” shall mean any of the following events:
Change in Control Payments and Benefits. (a) Upon the occurrence of a Triggering Event:
(i) the Company shall provide Salary and Benefits Continuation to the Executive;
(ii) all equity compensation awards granted to Executive by the Company (e.g., all stock options and shares of restricted stock), will immediately become fully vested and fully exercisable;
(iii) notwithstanding anything to the contrary contained in the Company's Basic Retirement Plan (the "BRP"), Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to the one-twelfth of the Severance Period, and Executive's "Compensation" under the BRP for each such additional year of Credited Service for purposes of the BRP shall be deemed to be an amount equal to the sum of (x) Executive's base salary at the rate of base salary per annum in effect immediately prior to the Change of Control or on the date of the termination of Executive's employment, whichever is higher, and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company preceding the date of the termination of Executive's employment or the date of the Change of Control, whichever is higher, or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the Change of Control occurs or the year in which the termination of Executive's employment occurs, whichever is higher;
Change in Control Payments and Benefits. (a) Upon the occurrence of a Change of Control, Executive shall be entitled to payment from the Company of a lump sum amount of cash equal to $150,000, payment of which shall be made by the Company to Executive not more than thirty days after the date of the occurrence of such Change of Control.
(b) Upon the occurrence of a Triggering Event, the Company shall provide Salary and Benefits Continuation to the Executive.
(c) Executive's subsequent employment, death or disability following Executive's termination of employment in connection with a Change of Control shall not affect the Company's obligation to provide to Executive the payments and benefits pursuant to this Section 3. Executive shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking employment or otherwise. The rights to the payments and benefits pursuant to this Section 3 shall be in addition to any other benefits to which Executive may be entitled under any other agreement or compensation plan, program or arrangement of the Company; provided, that Executive shall not be entitled to any separate or additional severance payments pursuant to any severance plan of the Company then in effect and generally applicable to similarly situated Executives.