Compensation Upon a Change in Control. (a) In the event that a (i) Change in Control occurs during the employment of the Executive and (ii) (a) the Executive's employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined herein) within one year of the completion of such Change in Control or (b) the Executive terminates or resigns Executive's employment for a Good Reason (as defined herein) within one year of the completion of such Change in Control, the Executive shall receive an amount equal to the Executive's annual base compensation for the last calendar year ended immediately preceding the Change in Control. Such amount shall be paid in a lump sum, less applicable employment and payroll taxes, within five days after the effective date of the termination of Executive's employment.
Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and
(i) the Executive’s employment is terminated by the Bank or any successor to the Company or the Bank other than for Cause (as defined below), within one hundred and twenty (120) days prior to the completion of such Change of Control or within one (1) year after the completion of such Change in Control; or
(ii) the Executive resigns his or her employment for Good Reason (as defined below) within one (1) year after the completion of such Change in Control; the Executive shall be paid in the aggregate the following (subject to reduction as set forth elsewhere in this Agreement): (i) an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus (ii) an amount equal to two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control, plus (iii) all obligations accrued with respect to employment prior to any such termination pursuant to Section 1A(i) or 1A(ii) of this Agreement (such as earned but unused vacation pay) and vested benefits (including but not limited to any vested awards of stock options or restricted stock under any Bank or Company equity incentive plans as determined in accordance with the terms of such equity incentive plans). The Bank shall pay such amounts and/or provide such vested benefits, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of the Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.
B. The Executive may designate in writing (on a form provided by the Bank and delivered by the Executive to the Bank before the Executive’s death, substantially in the form attached to this Agreement) p...
Compensation Upon a Change in Control. A. In the event that a Change in Control occurs during the Bank’s employment of the Executive and
(i) the Executive’s employment is terminated by the Company or the Bank or any successor to the Company or the Bank other than for Cause (as defined below) within one (1) year after the completion of such Change in Control; or
(ii) the Executive resigns his employment for any reason within one (1) year after the completion of such Change in Control; including, but not limited to, circumstances in which the Executive is offered a position with any successor to the Company or the Bank at or around the time of such Change in Control but decides that he does not wish to accept such a position and, as a result, the Executive suffers a job loss (either by termination or resignation) within one (1) year of the completion of such Change in Control; the Executive shall receive an amount equal to two (2) times the Executive’s annual base compensation for the last calendar year ended immediately preceding the Change in Control, plus two (2) times the average annual bonus received for the last two calendar years ended immediately preceding the Change in Control. The Bank shall pay such amounts, less applicable withholdings, employment and payroll taxes (which taxes shall be paid upon termination or resignation of Executive’s employment or at the time payments are made hereunder, as required by law), in 24 equal monthly installments (without interest or other adjustment) on the first day of each month commencing with the first such date that is at least six (6) months after the date of the Executive’s “separation from service” (as such term is defined for purposes of Section 409A of the Internal Revenue Code pursuant to Treasury Regulations and other guidance promulgated thereunder) and continuing for 23 successive months thereafter. This payment schedule is intended to comply with the requirements of Section 409A of the Internal Revenue Code and shall be interpreted consistently therewith.
B. The Executive may designate in writing (only on a form provided by the Bank and delivered by the Executive to the Bank before Executive’s death) primary and contingent beneficiaries to receive the balance of any payment under section 1.A that are not made prior to the Executive’s death and the proportions in which such beneficiaries are to receive such payment. The total amount of the balance of such payment shall be paid to such beneficiaries in a single unreduced lump sum payment m...
Compensation Upon a Change in Control. Upon a Change in Control, whether or not Xxxxxxx'x employment has terminated, Xxxxxxx shall receive all of the following compensation, paid at the time of the Change in Control:
Compensation Upon a Change in Control. Upon a Change in Control, whether or not Employee's employment has terminated, Employee shall receive all of the following compensation, paid at the time of the Change in Control:
Compensation Upon a Change in Control. If the Executive is an employee of the Company at the moment immediately prior to a Change in Control of the Company, the Executive shall be entitled to receive the compensation set forth below.
(a) The Company shall pay to the Executive, not later than the third business day following the date of any Change in Control of the Company, a lump sum severance payment (the "Severance Payment") equal to two (2) times the Base Amount (as defined below). For purposes of this Section 7.2(a), the Base Amount shall mean the Executive's then Annual Compensation (as defined below) during the calendar year period preceding the calendar year in which the Change in Control of the Company occurs. For purposes of determining Annual Compensation in the preceding sentence, there shall be included (i) all Base Compensation and bonuses paid or payable to the Executive by the Company with respect to the preceding calendar year, (ii) all grants of restricted shares of common stock, par value $.01 per share, of the Company (the "Shares"), if any, with respect to such preceding calendar year, which Shares shall be valued based on their date of grant Fair Market Value (as defined in Section 10.2 of the Company's 1998 Incentive Plan or any other plan or agreement pursuant to which they are issued), and (iii) the fair market value of any other property or rights given or awarded to the Executive by the Company with respect to such preceding calendar year.
(b) Any Shares now or hereafter issued to the Executive pursuant to any restricted Share grant shall vest immediately prior to the date of a Change in Control of the Company and no longer be subject to repurchase or any other forfeiture restrictions.
(c) The Company shall maintain in full force and effect for the Executive's continued benefit for 18 months following a Change in Control of the Company, all life, accident, medical and dental insurance benefit plans and programs or arrangements in which the Executive was entitled to participate immediately prior to the date of a Change in Control of the Company; provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and programs. At the end of the period of coverage, the...
Compensation Upon a Change in Control. Notwithstanding the provisions of Subsection E. above, in the event that (i) Employer (or its successor) terminates Employee's employment under this Employment Agreement without Cause within one hundred eighty (180) days before or after a Change in Control (as hereinafter defined), (ii) Employee terminates his employment to the extent and in the manner permitted under this Employment Agreement as a result of the occurrence of a Constructive Termination within one hundred eighty (180) days before or after a Change in Control or (iii) Employer (or its successor)(but not Employee) delivers to Employee a written notice of termination pursuant to Section 2 terminating this Employment Agreement at the expiration of the Employment Term and such expiration occurs within one hundred and twenty (120) days before or one hundred eighty (180) days after a Change in Control, Employee's sole and exclusive compensation and remedy hereunder shall be to receive from Employer (or its successor), and Employer (or its successor) shall pay to Employee within thirty (30) days following the date of termination of employment or expiration, (a) the amount of Salary and Bonus
Compensation Upon a Change in Control. Notwithstanding the provisions of Subsection E. above, in the event that (i) Employer (or its successor) terminates Employee's employment under this Employment Agreement without Cause within one hundred eighty (180) days before or after a Change in Control (as hereinafter defined), (ii) Employee terminates his employment to the extent and in the manner permitted under this Employment Agreement as a result of the occurrence of a Constructive Termination within one hundred eighty (180) days before or after a Change in Control or (iii) Employer (or its successor)(but not Employee) delivers to Employee a written notice of termination pursuant to Section 2 terminating this Employment Agreement at the expiration of the Employment Term and such expiration occurs within one hundred and twenty (120) days before or one hundred eighty (180) days after a Change in Control, Employee's sole and exclusive compensation and remedy hereunder shall be to receive from Employer (or its successor), and Employer (or its successor) shall pay to Employee within thirty (30) days following the date of termination of employment or expiration, (a) the amount of Salary and Bonus Amount, if any, accrued and unpaid through the date of termination of employment or expiration, and the amounts and items payable or to be provided under Section 6 through the date of termination of employment or expiration, and (b) a lump sum severance payment in cash equal to 2.99 times an amount equal to the average of the sum of the annual Salary and Bonus Amount paid to Employee each year during the Employment Term. For purposes of this Subsection F., (1) a "Change in Control" means that (x) neither Mark Xxxxxx (xxr these purposes, counting all common stock directly or indirectly beneficially owned by Mark Xxxxxx'x Xxxiliates) nor Davix Xxxxxxx (xxr these purposes, counting all common stock directly or indirectly beneficially owned by Davix Xxxxxxx'x Xxxiliates) beneficially owns at least 10% of the issued and outstanding common stock of Employer (or its successor); (y) neither Mark Xxxxxx (xxr these purposes, counting all common stock directly or indirectly beneficially owned by Mark Xxxxxx'x Xxxiliates) nor Davix Xxxxxxx (xxr these purposes, counting all common stock directly or indirectly beneficially owned by Davix Xxxxxxx'x Xxxiliates) is the stockholder of Employer (or its successor) beneficially owning the highest number of issued and outstanding shares of common stock of Employer (or its successor)...
Compensation Upon a Change in Control. Following a Change in Control of the Company and except as set forth in any option agreement, restricted stock agreement or other applicable agreement, all unvested options and shares of restricted stock then held by you that were issued or granted under the Company’s Amended and Restated 2003 Stock Incentive Plan or any other stock incentive plan of the Company shall become exercisable and vested in full on the date of a Change in Control. In no event shall this Section 4 or any other provision of this Agreement have any effect whatsoever on any equity or equity-like securities owned or held on the date hereof or acquired after the date hereof by you in a subsidiary of the Company (including America’s Job Exchange, Inc. (“AJE”)). Notwithstanding the foregoing, you agree and acknowledge that you shall have no rights in any stock options, Common Stock or any other security issued or granted to you by or in AJE or that may be issued or granted to you by or in AJE in the future unless and until (A) AJE and NaviSite receive all necessary approvals, consents or waivers (collectively the “Required Consents”) from (i) CIBC World Markets Corp. or other lender, administrative agent or lending syndicate to AJE and NaviSite, if a Required Consent is required by the underlying loan agreements and (ii) the holders of Series A Preferred Stock of NaviSite (collectively the “Consenting Parties”) and (B) AJE and NaviSite are satisfied in their sole discretion that, upon receipt of the Required Consents, the granting of any such stock options, Common Stock or other securities shall not cause or result in AJE or NaviSite to violate or breach the governing documents with such Consenting Parties (which documents currently prohibit the granting or issuances of equity securities (including stock options) or similar rights in a subsidiary of NaviSite.
Compensation Upon a Change in Control. Upon a Change in Control, whether or not Skeen's employment has terminated, Skeen shall xxxxxxx all of the following compensaxxxx, paid at the time of the Change in Control:
