Change of Control Payments and Benefits. Upon a Change Of Control Termination:
(i) The Employer shall pay to Executive in a lump sum in cash on the 30th day after the date of the Change In Control Termination Date the aggregate of the following amounts:
(A) the sum of the Accrued Obligations;
(B) the greater of the amount that would have been paid to Executive pursuant to Section 8(a)(i)(B) had the Termination not been a Change in Control Termination or an amount equal to 2.99 times the total of Executive’s Base Salary;
(C) the product of (x) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid under Section 6 above and/or otherwise paid to Executive, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365.
(D) provided, however, that if during the Restricted Period, the Executive violates Section 12, no payments shall be due under paragraphs (B) and (C) and any such payment previously made shall be repaid by Executive.
(ii) For the number of days remaining in the Employment Period from and after the Change of Control Termination Date (the “Continuing Period”), or such longer period as may be provided by the terms of the applicable Welfare Benefit Plan, the Employer shall continue benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if Executive’s employment had not been terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such other plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, Executive shall be considered to have remained employed through the Continuing Period and to have retired on the last day of such period.
(iii) All options previously granted to Executive that are unvested as of the Change of Control Termination Date shall be deemed vested, fully exercisable and non-forfeitable as of the Change of Control Termination Date (provided, however, that options granted less than six ...
Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination:
(i) The Employer shall pay to Executive in a lump sum in cash on the 30th day after the date of the Change of Control Termination Date any positive difference between:
(A) an amount equal to 2.99 times the total of Executive’s “base amount” for the “base period” as defined in Section 280G of the Code; and
(B) the amount paid to Executive pursuant to Section 7(a)(i)(B);
(ii) All restricted stock or restricted stock unit awards previously granted to Executive and which have not already become vested and released from restrictions on transfer and repurchase and forfeiture rights, either as a result of the Change of Control or otherwise, shall immediately vest and be released from such restrictions as of the Change of Control Termination Date;
(iii) All options previously granted to Executive and which have not already become vested and released from restrictions on transfer (other than transfer restrictions applicable to incentive stock options) and repurchase and forfeiture rights, either as a result of the Change of Control or otherwise, shall immediately vest and be released from such restrictions as of the Change of Control Termination Date and all previously granted options that are vested, but unexercised, on the Change of Control Termination Date shall remain exercisable, in each case for the period during which they would have been exercisable absent the Termination of Executive’s employment, except as otherwise specifically provided by the Code; and
(iv) Executive’s benefits under all Benefit Plans that are non-qualified plans shall be 100% vested, regardless of Executive’s age or years of service, as of the Change of Control Termination Date.
Change of Control Payments and Benefits. For purposes of the plan and agreements described below, the completion of the Merger will constitute a “change of control” as defined within the applicable documents. Enable does not maintain employment agreements with its executive officers. However, Enable maintains the Enable Midstream Partners, LP Change of Control Plan (which we refer to as the “Enable change of control plan”) in which its executive officers are eligible to participate. The Enable change of control plan provides for certain “double trigger” payments and benefits, meaning that the payments or other benefits become due only if the executive officer’s employment is terminated not due to death or disability and without cause or by the executive for good reason (which we refer to as a “covered termination”) within two years after the occurrence of a change of control, which includes the merger. The payments and benefits due to an executive officer under the Enable change of control plan upon a covered termination following a change of control are: (i) accrued but unpaid salary, earned but untaken vacation through the date of the covered termination and reimbursement of eligible expenses incurred through the date of the covered termination; (ii) a prorated bonus for the calendar year of the covered termination, payable in a lump sum no later than 60 days following the date of the covered termination; (iii) a lump sum cash payment in the amount of $25,000 for outplacement services payable no later than 60 days following the date of the covered termination; (iv) a lump sum cash payment in an amount equal to the greater of the executive officer’s base salary plus target bonus determined immediately prior to the date on which the change of control occurs or base salary plus the target bonus determined immediately prior to the date of the covered termination (or as determined immediately prior to a reduction in base salary or target bonus if the covered termination is due to the executive officer’s termination due to good reason) times the executive’s change of control multiple payable no later than 60 days following the date of the covered termination; and (v) a lump sum cash payment in an amount equal to the sum of the employer’s portion of the annual premium for medical, dental and vision benefit coverage as in effect immediately prior to the date of the covered termination multiplied by the executive’s change of control multiple. The payments and benefits set forth in (ii)-(v) will be conti...
Change of Control Payments and Benefits. (a) Upon the occurrence of a Change of Control (as defined below), all of Executive’s unvested Time-Based Equity Incentive (and any other unvested stock incentive awards held by Executive that are scheduled to vest solely on account of the passage of time) and unvested Performance-Based Equity Incentive will become immediately vested, payable and exercisable at the time of the Change of Control.
(b) If, within six (6) months following the occurrence of a Change of Control, Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in addition to the payments and benefits described in clauses (i) through (iv) of Section 7(c) above, but in lieu of the payment described in clause (v) of Section 7(c), Executive shall be entitled to receive a lump sum payment equal to the pro-rata Annual Bonus that would have been payable to Executive for achievement of the target level of performance goals for the Performance Year in which termination of his employment occurs (with the pro-ration determined based on the number of days that have elapsed during the year up to the termination of employment date). Executive’s rights to the severance payment described above is expressly conditioned on Executive having executed and delivered to the Company (no later than the 50th day following the date on which his employment terminated) and having not revoked, a general release of the Company and its affiliates substantially in the form attached hereto as Appendix A and Executive’s compliance with the requirements of Section 9. The lump sum pro-rated Annual Bonus payment shall be paid on the Severance Commencement Date.
(c) For purposes of this Agreement, “Change of Control” shall have the same meaning as assigned to that term in the Company’s 2009 Incentive Compensation Plan.
Change of Control Payments and Benefits. In addition to the payments and benefits described in Section 7(a), upon a Change Of Control Termination:
Change of Control Payments and Benefits. Upon a Change Of Control Termination:
(i) FNB and the Bank shall pay to Executive in a lump sum in cash on the 30th day after the date of the Change In Control Termination Date, or, if the Executive is a specified employee as defined in Section 409A, then on the first day of the seventh month following the Change in Control Termination Date, the aggregate of the following amounts:
(A) the sum of the Accrued Obligations;
(B) an amount equal to 2.99 times the total of Executive’s Base Salary;
(C) the product of (x) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid under Section 6 above and/or otherwise paid to Executive, and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and
(ii) for the number of days remaining in the Employment Period from and after the Change of Control Termination Date (the “Continuing Period”), or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, FNB and the Bank shall continue benefits to Executive and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans described in Section 6(d) of this Agreement if Executive’s employment had not been terminated; provided, however, that if Executive becomes re-employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Welfare Benefit Plans under this item
Change of Control Payments and Benefits
