Common use of Executive’s Obligations Clause in Contracts

Executive’s Obligations. (a) The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall: (1) At the Company’s request, assist the Company in evaluating that proposal; and (2) Not resign the Executive’s position with the Company until the transaction contemplated by that proposal is either consummated or abandoned. (b) If, within 24 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate employment, the Executive shall nevertheless agree to that continued employment, provided that: (1) The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive; (2) The continued employment will be at an executive-level position that is reasonably comparable to the Executive’s then current position; (3) The continued employment shall be at either: (A) The Executive’s then current place of employment; or (B) Such other location as agreed by the Company and the Executive; and (4) As compensation for this continued employment, the Executive shall receive: (A) The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and (B) Either: (i) Continuation of the Executive’s employee benefits, fringe benefits and perquisites at their then current level; or (ii) If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued.

Appears in 4 contracts

Samples: Change in Control Agreement (West Coast Bancorp /New/Or/), Change in Control Agreement (West Coast Bancorp /New/Or/), Change in Control Agreement (West Coast Bancorp /New/Or/)

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Executive’s Obligations. (a) The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall: (1) At the Company’s 's request, assist the Company in evaluating that proposal; and (2) Not resign the Executive’s 's position with the Company until the transaction contemplated by that proposal is either consummated or abandoned. (b) If, within 24 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate terminating employment, the : (1) The Executive shall nevertheless agree to that continued employment, provided that: (1A) The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive; (2B) The continued employment will be at an executive-executive level position that is reasonably comparable to the Executive’s 's then current position; (3C) The continued employment shall be at either: (Ai) The Executive’s 's then current place of employment; or (Bii) Such other location as agreed by the Company and the Executive; and (4D) As compensation for this continued employment, the Executive shall receive: (Ai) The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and (Bii) Either: (iI) Continuation of the Executive’s 's employee benefits, fringe benefits and perquisites at their then current level; or (iiII) If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued. (2) The date this continued employment begins shall be treated as a Termination Event, so that benefits will be payable under this Agreement, in accordance with its terms and conditions, even though the Executive's employment with the Company has not terminated.

Appears in 4 contracts

Samples: Change in Control Agreement (West Coast Bancorp /New/Or/), Change in Control Agreement (West Coast Bancorp /New/Or/), Change in Control Agreement (West Coast Bancorp /New/Or/)

Executive’s Obligations. (a) The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall: (1) At the Company’s request, assist the Company in evaluating that proposal; and (2) Not resign the Executive’s position with the Company until the transaction contemplated by that proposal is either consummated or abandoned. (b) If, within 24 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate terminating employment, the : (1) The Executive shall nevertheless agree to that continued employment, provided that: (1A) The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive; (2B) The continued employment will be at an executive-executive level position that is reasonably comparable to the Executive’s then current position; (3C) The continued employment shall be at either: (Ai) The Executive’s then current place of employment; or (Bii) Such other location as agreed by the Company and the Executive; and (4D) As compensation for this continued employment, the Executive shall receive: (Ai) The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and (Bii) Either: (iI) Continuation of the Executive’s employee benefits, fringe benefits and perquisites at their then current level; or (iiII) If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued. (2) The date this continued employment begins shall be treated as a Termination Event, so that benefits will be payable under this Agreement, in accordance with its terms and conditions, even though the Executive’s employment with the Company has not terminated.

Appears in 1 contract

Samples: Change in Control Agreement (West Coast Bancorp /New/Or/)

Executive’s Obligations. (a) The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall: (1) At the Company’s 's request, assist the Company in evaluating that proposal; and (2) Not resign the Executive’s 's position with the Company until the transaction contemplated by that proposal is either consummated or abandoned. (b) If, within 24 36 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate terminating employment, the : (1) The Executive shall nevertheless agree to that continued employment, provided that: (1A) The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive; (2B) The continued employment will be at an executive-executive level position that is reasonably comparable to the Executive’s 's then current position; (3C) The continued employment shall be at either: (Ai) The Executive’s 's then current place of employment; or (Bii) Such other location as agreed by the Company and the Executive; and (4D) As compensation for this continued employment, the Executive shall receive: (Ai) The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and (Bii) Either: (iI) Continuation of the Executive’s 's employee benefits, fringe benefits and perquisites at their then current level; or (iiII) If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued. (2) The date this continued employment begins shall be treated as a Termination Event, so that benefits will be payable under this Agreement, in accordance with its terms and conditions, even though the Executive's employment with the Company has not terminated.

Appears in 1 contract

Samples: Change in Control Agreement (West Coast Bancorp /New/Or/)

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Executive’s Obligations. (a) The Executive agrees that, upon notification that the Company has received a Change in Control Proposal, the Executive shall: (1) At the Company’s request, assist the Company in evaluating that proposal; and (2) Not resign the Executive’s position with the Company until the transaction contemplated by that proposal is either consummated or abandoned. (b) If, within 24 36 months following a Change in Control, the Company wants the Executive to continue employment in a position or under circumstances that would qualify as Good Reason for the Executive to terminate employment, the Executive shall nevertheless agree to that continued employment, provided that: (1) The term of this continued employment shall not exceed 90 days or such shorter or longer term as agreed by the Company and the Executive; (2) The continued employment will be at an executive-level position that is reasonably comparable to the Executive’s then current position; (3) The continued employment shall be at either: (A) The Executive’s then current place of employment; or (B) Such other location as agreed by the Company and the Executive; and (4) As compensation for this continued employment, the Executive shall receive: (A) The same base pay and bonus arrangement as in effect on the day before the continued employment agreement became effective (or their hourly equivalent); and (B) Either: (i) Continuation of the Executive’s employee benefits, fringe benefits and perquisites at their then current level; or (ii) If that continuation is not reasonably feasible, the Executive shall receive additional cash compensation equal to the amount the Company would have paid as the employer contribution for the items that cannot be continued.

Appears in 1 contract

Samples: Change in Control Agreement (West Coast Bancorp /New/Or/)

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