Change in Control Termination Benefits. In the event Executive's employment is terminated during the three-year period beginning on the effective date of a Change in Control (the "Protected Period") (i) by Executive for any reason other than death or Disability, or (ii) by the Company without Cause and other than due to Disability, then in lieu of the benefits provided under Section 5:
(i) the Company shall pay to Executive in a lump sum in cash within 10 days after the Termination Date the aggregate of the following amounts:
A. Executive's Base Salary through the Termination Date;
B. the product of (x) 3.00 and (y) the sum of (i) Executive's Base Salary and (ii) the annual bonus paid to Executive for the last full fiscal year (if any) ending during the Protected Period or, if higher, the annual bonus paid to Executive for the last full fiscal year ending prior to the effective date of the Change in Control and (z) the numerator of which is the lesser of (i) six or (ii) Executive's years of employment with the Company and its affiliates (including any predecessors and successors) as of the Termination Date, and the denominator of which is six; and
C. in the case of compensation previously deferred by the Executive, all amounts previously deferred (together with any accrued interest or other earnings thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and
(ii) for the three year period following the Termination Date, or such longer period as any plan, program, practice or policy may provide, the Company shall continue, at its sole cost, medical benefits to Executive and Executive's family at least equal to those which would have been provided to them if Executive's employment had not terminated; and
(iii) notwithstanding anything in the Equity Plans or any award agreement thereunder to the contrary, on the Termination Date Executive shall be automatically fully (100%) vested in all options, Distribution Equivalent Rights, including all Distribution Amounts then credited to him with respect to Distribution Equivalent Rights, and other equity awards granted to him thereunder, and shall become immediately payable or exercisable, as the case may be. The above vesting shall be in addition to, and not in limitation of, all other rights Executive may have under the Equity Plans and award agreements thereunder. Notwithstanding the foregoing or anything in Section 5 to the contrary, if Executive's employment is terminated by the Company other than for Cause ...
Change in Control Termination Benefits. If the Executive is terminated involuntarily but without cause within 12 months after a Change in Control, or if the Executive terminates employment voluntarily but with Good Reason within 12 months after a Change in Control, the Executive shall be entitled to a lump-sum payment in cash in an amount equal to 2.99 times the Executive's annual compensation. For this purpose, annual compensation means (1) the Executive's Base Salary at the time of the Change in Control or at the time Executive's employment terminates, whichever is greater, plus (2) any bonuses or incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this section 5.1 is payable no later than five business days after the Executive's employment terminates. If the Executive is removed from office or if his employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have occurred after the Change in Control. If the Executive receives payment under section 5.1 he shall not be entitled to any additional severance benefits under section 4.3(a) of this Employment Agreement.
Change in Control Termination Benefits. Upon a Change in Control, Executive shall be paid a cash bonus of $50,000. Further, if the Executive is terminated involuntarily but without cause within 24 months after a Change in Control, or if the Executive terminates employment voluntarily but with Good Reason within 24 months after a Change in Control, the Executive shall be entitled to a lump-sum payment in cash in an amount equal to two times the Executive’s annual compensation. For this purpose, annual compensation means
(1) the Executive’s Base Salary at the time of the Change in Control or at the time Executive’s employment terminates, whichever is greater, plus (2) any bonuses or incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this section 5.1 is payable no later than five business days after the Executive’s employment terminates. The Executive shall also be entitled to the benefits specified in section 4.3 paragraphs (b), (c), and (d). If the Executive is removed from office or if his employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have occurred after the Change in Control. If the Executive receives payment under section 5.1 he shall not be entitled to any additional severance benefits under section 4.3(a) of this Employment Agreement.
Change in Control Termination Benefits or Retirement Benefits under this Agreement shall constitute full settlement of all such claims and causes of action. The release must become effective no later than 60 days after Executive’s termination of employment in order for Executive to be entitled to any Severance Termination Benefits, Change in Control Termination Benefits, or Retirement Benefits under this Agreement.
Change in Control Termination Benefits. (a) TERMINATION OF EXECUTIVE OR THE EXECUTIVE'S VOLUNTARY RESIGNATION FROM THE BANK'S EMPLOY FOR ANY REASON AFTER A CHANGE
Change in Control Termination Benefits. If there shall be a Change in Control Termination, the following subsections (a), (b) and (c) shall apply:
(a) Equity Acceleration Unless otherwise accelerated by the terms of or in connection with the Change in Control or the terms of any agreement governing such equity specifically,
(i) all outstanding stock options, stock appreciation rights, restricted stock units and other equity awards issued under any stock or equity incentive plan of the Company and held by the Employee shall immediately become vested and exercisable in full; and
(ii) all restrictions applicable to restricted stock issued under any stock or equity incentive plan of the Company and held by the Employee shall immediately lapse.
Change in Control Termination Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual
Change in Control Termination Benefits. (a) Termination of Executive Within One Year After a Change in Control. If a Change in Control occurs during the term of this Employment Agreement, the Executive shall be entitled to the lump sum payment specified in paragraph (b) below if the Executive's employment is involuntarily terminated without Cause within 12 months after the Change in Control or if the Executive terminates his employment with Good Reason within 12 months after the Change in Control. If the Executive is removed from office or if his employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have occurred after the Change in Control. The Executive's rights under this Section 7.1 and under Section 7.4 are subject to Article 9 of this Employment Agreement.
Change in Control Termination Benefits. The Company agrees to enter into a Change of Control Agreement with Employee in the form attached to this Agreement as Exhibit A (the "Change of Control Agreement").
Change in Control Termination Benefits. (a) If a Change in Control occurs before the second anniversary of the Commencement Date of this Agreement and the Executive’s employment is terminated without Cause in connection therewith, the Employer shall make or cause to be made a lump sum payment to the Executive in an amount in cash equal to two hundred percent (200%) of the Executive’s “base amount” as defined in section 280G(b)(3)(A) of the Internal Revenue Code of 1986, as amended, subject to all applicable withholdings. The payment required under this section 5.1(a) is payable within 15 business days after termination of the Executive’s employment. If the Executive receives payment under this section 5.1(a) the Executive shall not be entitled to payment under section 4.1 of this Agreement.
(b) If a Change in Control occurs at any time on or after the second anniversary of the Commencement Date of this agreement and Executive’s employment is terminated without Cause in connection therewith, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to two hundred ninety-nine percent (299%) of the Executive’s “base amount” as defined in section 280G(b)(3)(A) of the Internal Revenue Code of 1986, as amended, subject to all applicable withholdings. The payment required under this paragraph (a) is payable within 15 business days after termination of Executive’s employment. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to payment under section 4.1 of this Agreement.
