Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period; (ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs; (iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and (iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination. (b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period;
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periodsperiods , provided however with respect to the initial equity award set forth in Section 4.34.4, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his her execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times upon the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration effectiveness of the Release Execution Periodequal to three (3) times her average taxable compensation (i.e., the average annual compensation includable in gross income for Internal Revenue Code reporting purposes, partial years being annualized) for the immediately preceding five (5) taxable years (or such shorter period as the Executive was employed);
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself herself and his her dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his her execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution PeriodPeriod ;
(ii) a payment equal to the product of (i) the Target Bonus Incentive for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;.
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself herself and his her dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination dateTermination Date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employersemployer; and
(iv) The terms of any outstanding equity incentive awards held by the Executive shall be determined in accordance with the terms of the relevant plan or and the applicable award agreements will determine agreements, including to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 67, Section 7 8, Section 9 and Section 8 10 of this Agreement and his execution of a Release which becomes effective as provided therein, for which within forty-five (45) days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two one and a half (21.5) times the sum of the Executive’s Base Salary and Target Incentive for the year then in which the Termination Date occurseffect, which shall be paid within thirty (30) business days following the expiration of the Release Execution PeriodTermination Date;
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executivesdependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) last day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer.
(iviii) The Notwithstanding the terms of any equity incentive plan or award agreements will determine agreements, as applicable, all outstanding unvested options awarded to what extent, if any, such awards are accelerated Executive shall become fully vested and exercisable for vesting and/or exercise periods, provided however with respect to ninety (90) days following the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationChange of Control.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with within three (3) months prior to or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 6, Section 7 7, Section 8, Section 9 and Section 8 10 of this Agreement and his execution of a Release which becomes effective as provided therein, for which by the Company assigns significant value in agreeing to this Section 5.4end of the Release Execution Period, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times one time the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occursSalary, which shall be paid within thirty (30) business days on the 30th day following the expiration of the Release Execution Period;Termination Date.
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iiib) If the Executive timely and properly elects health continuation coverage under COBRA, the Company Corporation shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executivesdependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) 10th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year twelve-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Corporation’s making payments under this Section 5.5(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.5(b) in a manner as is necessary to comply with the ACA.
(ivc) The Consistent with the terms of any equity incentive plan of the Company, as approved by the stockholders, as applicable:
(i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and
(ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements will determine to what extentagreements, if any, the applicable performance goals are satisfied. The determination whether such awards performance goals are accelerated for vesting and/or exercise periods, provided however with respect to satisfied shall be in the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any sole discretion of the following:Compensation Committee or the Board, as the case may be.
Appears in 1 contract
Sources: Employment Agreement (Oculus Innovative Sciences, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times upon the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration effectiveness of the Release Execution Periodequal to three (3) times his average base salary and annual cash incentive payments (partial years being annualized) for the immediately preceding five (5) taxable years (or such shorter period as the Executive was employed);
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: :
(Ax) the two second year anniversary of the termination date; Termination Date;
(By) the date the Executive is no longer eligible to receive COBRA continuation coverage; and and
(Cz) the date on which the Executive receives or receives/becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationemployer.
(b) For purposes of this Agreement, The term “Change in Control” shall mean the occurrence of any one or more of the following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Section 1 or without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section Sections 5, 6, Section 7 and Section 8 of this Agreement and his the Executive’s execution of a Release which becomes effective as provided therein, for which within twenty-one days following the Company assigns significant value in agreeing to this Section 5.4Termination Date, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty (30) business days following the expiration of the Release Execution Period;
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects health plan continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents the Executive and the monthly premium amount paid by similarly situated active executivesExecutive’s dependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day first of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year eighteen -month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan employer or award agreements will determine to what extentother source. Notwithstanding the foregoing, if anythe Company’s payments under this Section 4.4(b) would violate the nondiscrimination rules applicable to non-grandfathered, such awards are accelerated for vesting and/or exercise periodsinsured group plans under the ACA, provided however with respect to or result in the initial equity award set forth in Section 4.3imposition of penalties under the ACA, the Restricted Shares that would have vested on parties agree to reform this Section 4.4(b) in a manner as is necessary to comply with the vesting date immediately following such termination shall automatically become vested upon such terminationACA.
(b) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the applicable equity plan and the applicable award agreements.
(c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the followingfollowing after the Effective Date:
Appears in 1 contract
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Incentive for the year in which the Termination Date occurs, which shall be paid within thirty ten (3010) business days following the expiration of the Release Execution Period;
(ii) a payment equal to the product of (i) the Target Bonus Incentive for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;.
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination dateTermination Date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and.
(iv) [intentionally deleted]
(v) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company MHC or the Bancorp without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) 24 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns MHC and the Bancorp assign significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a A lump sum payment upon the effectiveness of the Release equal to two (2) times the sum of: (y) 2.99 times his highest annual compensation for services rendered to the MHC, the Bancorp, the Bank, or any of their affiliates that was includible in the Executive’s Base Salary and Target Incentive gross income (partial years being annualized) for the year in which immediately preceding three taxable years (or such shorter period as the Termination Date occursExecutive was employed); and (z) the value of any shares of restricted stock, which stock options or other awards issued to Executive under any plan adopted by the MHC, the Bancorp or the Bank or any successor plan that are forfeited as a result of such termination, whether vested or unvested. The payment shall be paid within thirty (30) made 60 business days following the expiration termination of Executive’s employment with the MHC or the Bancorp provided the Release Execution Period;shall have become effective prior to that date.
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company MHC or the Bancorp shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: :
(Ax) the two second year anniversary of the termination date; Termination Date;
(By) the date the Executive is no longer eligible to receive COBRA continuation coverage; and and
(Cz) the date on which the Executive receives or receives/becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationemployer.
(b) For purposes of this Agreement, a “Change in Control” shall mean an event involving the occurrence of any Bancorp or the Bank that: (i) would be required to be reported in response to Item 5.01 of the followingcurrent report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act ”); or (ii) results in a Change in Control of the Bank or the Bancorp within the meaning of the Home Owners’ Loan Act of 1933, as amended, the Federal Deposit Insurance Act, or the Rules and Regulations promulgated by the Office of the Comptroller of the Currency or its predecessor agency (collectively, the “OCC”), as in effect on the date hereof (provided, that in applying the definition of change in control as set forth under the rules and regulations of the OCC, the Board of Directors of the MHC or the Bancorp shall substitute its judgment for that of the OCC); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as:
Appears in 1 contract
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company Bank without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) 24 months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company Bank assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a A lump sum payment upon the effectiveness of the Release equal to two (2) times the sum of of: (y) 2.99 times his highest annual compensation for services rendered that was includible in the Executive’s Base Salary and Target Incentive gross income (partial years being annualized) for the year in which immediately preceding three taxable years (or such shorter period as the Termination Date occursExecutive was employed); and (z) the value of any shares of restricted stock, which stock options or other awards issued to Executive under any plan adopted by the Bank or any affiliate of the Bank or any successor plan that are forfeited as a result of such termination, whether vested or unvested. The payment shall be paid within thirty (30) made 60 business days following the expiration termination of Executive’s employment with the Bank provided the Release Execution Period;shall have become effective prior to that date.
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company Bank shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (A) the two year anniversary of the termination date; (B) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (C) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following:
Appears in 1 contract
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with within three (3) months prior to or within twenty-four twelve (2412) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, and subject to the Executive's ’s compliance with Section 6, Section 7 7, Section 8, Section 9, Section 10, Section 11 and Section 8 14 of this Agreement and his execution of a Release which becomes effective as provided therein, for which by the Company assigns significant value in agreeing to this Section 5.4end of the Release Execution Period, the Executive shall be entitled to receive the following:
(i) a lump sum payment equal to two one (21) times the sum of the Executive’s Base Salary Salary, less customary and Target Incentive for the year in which the Termination Date occursrequired taxes and employment-related deductions, which shall be paid with regular payroll within thirty (30) business calendar days following the expiration of the Release Execution Period;Termination Date; and
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iiib) If the Executive timely and properly elects health continuation coverage under COBRA, the Company Corporation shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executivesdependents. Such reimbursement shall be paid to the Executive on the fifteenth (15th) 10th day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (Ai) the two year three-month anniversary of the termination dateTermination Date; (Bii) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (Ciii) the date on which the Executive receives or becomes eligible to receive substantially similar coverage from another employers; andemployer or other source. Notwithstanding the foregoing, if the Corporation’s making payments under this Section 5.6(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the ACA, or result in the imposition of penalties under the ACA, the parties agree to reform this Section 5.6(b) in a manner as is necessary to comply with the ACA.
(ivc) The Consistent with the terms of any equity incentive plan of the Company, as approved by the stockholders, as applicable:
(i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for a period of twelve (12) months from the Termination Date; and
(ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements will determine to what extentagreements, if any, the applicable performance goals are satisfied. The determination whether such awards performance goals are accelerated for vesting and/or exercise periods, provided however with respect to satisfied shall be in the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such termination.
(b) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any sole discretion of the following:Compensation Committee or the Board, as the case may be.
Appears in 1 contract
Sources: Employment Agreement (Sonoma Pharmaceuticals, Inc.)
Change in Control Termination. (a) Notwithstanding any other provision contained herein, if the Executive's ’s employment hereunder is terminated by the Executive for Good Reason or by the Company without Cause (other than on account of the Executive's ’s death or Disability), in each case either concurrently with or within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive's ’s compliance with Section 6, Section 7 and Section 8 of this Agreement and his execution of a Release which becomes effective as provided therein, for which the Company assigns significant value in agreeing to this Section 5.4, the Executive shall be entitled to receive the following:
(i) a A lump sum payment upon the effectiveness of the Release equal to two three (23) times the sum of his average annual compensation for services rendered that was includible in the Executive’s Base Salary and Target Incentive gross income (partial years being annualized) for the year in which immediately preceding five (5) taxable years (or such shorter period as the Termination Date occurs, which Executive was employed). The payment shall be paid within thirty made sixty (3060) business days following the expiration termination of Executive’s employment with the Company provided the Release Execution Period;shall have become effective prior to that date.
(ii) a payment equal to the product of (i) the Target Bonus for the full calendar year in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year. This amount shall be paid no later than March 15th of the year following the year in which the Termination Date occurs;
(iii) If the Executive timely and properly elects continuation coverage under COBRA, the Company shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: :
(Ax) the two second year anniversary of the termination date; Termination Date;
(By) the date the Executive is no longer eligible to receive COBRA continuation coverage; and and
(Cz) the date on which the Executive receives or receives/becomes eligible to receive substantially similar coverage from another employers; and
(iv) The terms of any equity incentive plan or award agreements will determine to what extent, if any, such awards are accelerated for vesting and/or exercise periods, provided however with respect to the initial equity award set forth in Section 4.3, the Restricted Shares that would have vested on the vesting date immediately following such termination shall automatically become vested upon such terminationemployer.
(b) For purposes of this Agreement, The term “Change in Control” shall mean the occurrence of any one or more of the following:following:2
Appears in 1 contract
Sources: Employment Agreement (Bankwell Financial Group, Inc.)