Event of Termination in Connection With a Change of Control. If during ----------------------------------------------------------- the term of this Agreement and within one (1) year immediately following a - Change of Control or within six (6) months immediately prior to such Change of - Control:
(i) Employee's employment with Employer under this Agreement is terminated by an Event of Termination; or (ii) the status, character, capacity, and circumstances of Employee's employment as provided in paragraphs 2 and 3 of this Agreement have been materially altered by Employer whether by a reduction in salary, responsibilities, authority, or benefits, and Employee voluntary terminates the employment contemplated by this Agreement for that reason; then Employer shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to Employee's then current Base Salary plus any Incentive Compensation paid to Employee during the immediately preceding twelve (12) months, to be paid -- in full on the last day of the month following the date of said Event of Termination or Employee's voluntary termination under (ii) above. In no event shall the total compensation paid to Employee upon the termination of his
Event of Termination in Connection With a Change of Control. If, during the term of this Agreement and within one (1) year immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive's employment with Employers under this Agreement is terminated by an Event of Termination and if Executive faithfully abides by all of the covenants contained in Section 9 of this Agreement, then Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to one (1) times Executive's Total Compensation paid to Executive during the immediately preceding twelve (12) months, to be paid in equal installments and in accordance with Employers' regular payroll practices for the twelve (12) month period following the date of said Event of Termination.
Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three (3) months immediately prior to such Change of Control, Executive’s employment with Employers under this Agreement is terminated by an Event of Termination (for clarity, termination other than for death, Disability, Cause or as provided in Agreement paragraph 7(b)), Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, any accrued but unpaid Base Salary through the date of termination of Executive’s employment (payable in accordance with Employers’ normal payroll practices), and any unpaid Incentive Compensation for any prior period, pro rata and to the extent earned (payable on the schedule as described in Agreement paragraph 4(b) above). Any outstanding equity awards shall be subject to the terms and conditions of the applicable plan and applicable award agreement. In addition, and if Executive faithfully and fully abides by all of the covenants contained in Agreement paragraph 9 and the release requirements described herein, Employers shall pay to Executive (or in the event of his death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be) as liquidated damages, in lieu of all other claims, (i) a severance payment equal to 2.0 times the sum of Executive’s (A) Base Salary plus (B) target bonus under the STIP for the year of termination (that is, Target Bonus), with such severance payment to be paid in twelve (12) equal monthly installments (without interest) in accordance with Employers’ regular payroll practices commencing with the first normal payroll date that occurs on or after the sixtieth (60th) date of Executive’s termination of employment, as well as (ii) a pro rata Short-Term Incentive Compensation bonus and a pro rata Long-Term Incentive Compensation bonus (without interest), in each case, to the extent earned, for the performance period during which Executive’s termination of employment occurs, payable on March 1 of the year following the calendar year in which Executive’s termination of employment occurs (provided that in no event shall payments under this clause (ii) result in duplicate payments with respect to unpaid Incentive Compensation as described in the first sentence of this Agreement paragraph 7(c)). In addition, Employers shall continue to ...
Event of Termination in Connection With a Change of Control. If, during the term of this Agreement and within one (1) year immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Bank under this Agreement is terminated by an Event of Termination and if Executive faithfully and fully abides by all of the covenants contained in Section 9 of this Agreement, then the Bank shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to two (2) times Executive’s then current Base Salary, to be paid in equal installments and in accordance with the Bank’s regular payroll practices for the twelve (12) month period following the date of said Event of Termination, with such payments commencing with the Company’s first regular payroll that occurs after the sixtieth (60th) day following the date of said Event of Termination and continuing for twelve (12) months; provided that the first such payment shall consist of all amounts payable to Executive pursuant to this Section 7(b) between the date of said Event of Termination and the first payroll date to occur after the sixtieth (60th) day following the date of said Event of Termination.
Event of Termination in Connection With a Change of Control. If, ----------------------------------------------------------- during the term of this Agreement and within one (1) year immediately - following a Change of Control or within six (6) months immediately prior to - such Change of Control, Employee's employment with Employers under this Agreement is terminated by an Event of Termination, then Employers shall pay to Employee, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to three (3) times Employee's Total Compensation paid to Employee during - the immediately preceding twelve (12) months, to be paid in full on the -- last day of the month following the date of said Event of Termination.
Event of Termination in Connection With a Change of Control. If, during the term of this Agreement and within one (1) year immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive's employment with the Bank under this Agreement is terminated by an Event of Termination, then the Bank shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, a severance payment equal to two (2) times Executive's then current Base Salary, to be paid in full on the last day of the month following the date of said Event of Termination.
Event of Termination in Connection With a Change of Control. If, ----------------------------------------------------------- within six (6) months immediately following a Change of Control or within - three (3) months immediately prior to such Change of Control, Employee's - employment with Employers is terminated by Employers or by Employee, then the Employers shall pay to Employee, or in the event of his subsequent death, his designated beneficiary or beneficiaries, or his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to the sum of Employee's then current annual salary plus any incentive compensation paid to Employee during the immediately preceding twelve (12) months, to be paid in full on the last -- day of the month following the date of said termination. The responsibility for making such severance payment shall be allocated among Employers in whatever manner they deem appropriate. In no event shall the total compensation paid to Employee upon the termination of his employment in connection with a Change of Control exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended) or three times Employee's average annual compensation.
Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three months immediately prior to such Change of Control, Executive’s employment with the Employers under this Agreement is terminated by an Event of Termination and if Executive faithfully and fully abides by all of the covenants contained in this Agreement paragraph 9, then the Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims, equity, including long term incentive performance plans, governed in accordance with the terms of the award agreement and a severance payment equal to two
Event of Termination in Connection With a Change of Control. If, during the term of Executive’s employment under this Agreement and within eighteen (18) months immediately following a Change of Control or within three months immediately prior to such Change of Control, Executive’s employment with the Employers under this Agreement is terminated by an Event of Termination and if Executive faithfully and fully abides by all of the covenants contained in this Agreement paragraph 9, then the Employers shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, as liquidated damages, in lieu of all other claims and payments under this Agreement, a severance payment equal to 2.25 times the sum of Executive’s Base Salary plus Target Bonus (equal to his Base Salary multiplied by his annual incentive Target Bonus percentage, each as then in effect), pro-rated over a period of thirty (30) months following the date of said Event of Termination and paid in accordance with Employers’ regular payroll practices. In addition, the Employers shall reimburse an amount equal to the Employers’ portion of the health insurance premiums then paid for active employees for the level of coverage elected by the Executive pursuant to COBRA until the earlier of the expiration of the twelve (12) month period following the Event of Termination or the date on which Executive receives substantially comparable coverage and benefits under the group health plans of a subsequent employer. In return for the severance payment described in this Agreement paragraph 7(c), Executive shall agree to execute a full release and waiver (substantially similar to the Release and Waiver attached hereto as Exhibit “A” and made a part of this Agreement) of all known or unknown claims or causes of action Executive has, had, or may have against the Employers, except that such release shall not apply to (i) any rights of the Executive to indemnification under the Employers’ Certificate of Incorporation or By-Laws or written agreement or to directors’ and officers’ liability insurance coverage of the Employers and its affiliates, (ii) any rights to the severance pay or benefits under this Agreement, (iii) any rights to vested tax-qualified retirement benefits, and (iv) any rights to continued group health coverage under COBRA or applicable state law. The severance payments described in clause (i) above shall commence within 60 days following the Executive’s termination of employment ...
Event of Termination in Connection With a Change of Control. If, ----------------------------------------------------------- during the term of this Agreement and within one (1) year immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Employee's employment with Employers under this Agreement is terminated by an Event of Termination, Employee, or in the event of his subsequent death, his designated beneficiary or beneficiaries, or his estate, as the case may be, shall receive, as liquidated damages, in lieu of all other claims, a severance payment equal to Employee's then current Total Compensation paid to Employee during the immediately preceding twelve (12) months, to be paid in full on the last day of the month following the date of said Event of Termination. The responsibility for making such severance payment shall be allocated among Employers in whatever manner they deem appropriate. In no event shall the payment(s) described in this paragraph 7(c) exceed the amount permitted by Section 280G of the Internal Revenue Code (as amended). Therefore, if the aggregate present value (determined as of the date of the Change of Control in accordance with the provisions of Section 280G of the Internal Revenue Code (as amended) or any successor thereof and the regulations and rulings thereunder ("Section 280G")) of both the Severance Amount and all other payments to Employee in the nature of compensation which are contingent on a change in ownership or effective control of the Employers or Holding Company or in the ownership of a substantial portion of the assets of Employers or Holding Company (the "Aggregate Severance") would result in a parachute payment (as determined under Section 280G) then the Aggregate Severance shall not be greater than an amount equal to 2.99 multiplied by Employee's base amount (as determined under Section 280G) for the base period (as determined under Section 280G). In the event the Aggregate Severance is required to be reduced pursuant to this paragraph 7(c), Employee shall be entitled to determine which portions of the Aggregate Severance are to be reduced so that the Aggregate Severance satisfies the limit set forth in the preceding sentence. Employee's average annual compensation shall be based on the most recent five taxable years ending before the Change of Control (or the period during which Employee was employed by Employers and/or the Holding Company if Employee has been employed by Employers and/or the Holding Company for les...
