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
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 2x 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. 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. In the event that a Change in Control occurs during the employment of the Executive and
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.
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 one (1) year after a Change in Control, (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 one (1) year 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 twenty (120) days before or one (1) year after a Change in Control, Employee's sole and exclusive compensation, remuneration and remedy hereunder or at law or in equity 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 (as the case may be), (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 Sections 6.A., B. and C. 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 (annualized for any partial calendar year) and Bonus Amount (or the aggregate annual amount of the quarterly bonus amounts (annualized for any partial calendar year)) paid to Employee each calendar year during the last five (5) calendar years of his employment by Employer (or such lesser number of calendar years in which Employee was employed by Employer) preceding the calendar year in which the Change in Control occurred. For purposes of this Subsection G., (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 purp...
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 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 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 eighty (180) days after a Change in Control, and subject to and limited by the provisions of Subsection G. below, 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
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. Notwithstanding the foregoing, in the event a Change in Control occurs within six months after your employment start date with the Company, the only 50% of all then unvested options and shares of restricted stock held by you shall immediately vest and become exercisable.
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.
