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Good Reason-Change in Control Sample Clauses

Good Reason-Change in Control. As used in this Agreement, the term "Good Reason-Change in Control" means after the occurrence of a Change in Control and a determination by Employee that any one or more of the following events has occurred:
Good Reason-Change in ControlOther than for Cause Before or After a Change in Control. If Employee terminates this Agreement with Good Reason-Change in Control pursuant to Section 6.2(a) hereof, or if the Bank terminates this Agreement without Cause before or after the occurrence of a Change in Control pursuant to Section 6.2(a) hereof, the Bank shall pay to Employee cash in one lump sum within thirty (30) days after the date of termination the aggregate of the following amounts (the "Change in Control-Lump Sum Payment"): (i) to the extent not theretofore paid, Employee's annual salary at the annual rate in effect at the time of such termination through the date of termination; and (ii) to the extent not theretofore paid, any bonus through the date of termination; and (iii) in the case of compensation previously deferred by Employee, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Bank, and any accrued vacation pay not yet paid by the Bank; and (iv) all other amounts or benefits owing or accrued to, vested in, or earned by Employee through the date of termination under the then existing or applicable plans, programs, arrangements, and policies of the Bank; and (v) any and all other Accrued Obligations not otherwise described in clause (i), (ii), (iii), (iv) or (v) of this Section 7.2; and (vi) an amount equal to two (2) times the Employee's annual salary in effect at the time of such termination.
Good Reason-Change in Control. (a) Except as provided in Section 4.6(b), as used in this Agreement, the term "Good Reason-Change in Control" means after the occurrence of a Change in Control, a determination by Executive that any one or more of the following events has occurred:
Good Reason-Change in Control. If Executive shall terminate his employment within six (6) months of a Change-in-Control: (i) if the termination is accompanied by any element of Good Cause set forth in Section 5(c )(i) - (vi) also being present, the Company shall pay to Executive in a lump sum in cash within thirty (30) days (or such longer period necessary for the release referred to in Section 9(f) to become irrevocable) after the Date of Termination all such Accrued Obligations plus three times (3x) less $1.00 of an amount equal to Executive’s average base salary and incentive payments paid to the Executive in the prior three years or such lesser period of time that Executive has been employed by the Company; in the event such termination is not accompanied by Good Cause then the Executive shall be paid the same amount immediately set forth above but the multiplier in the prior sentence shall be one and one-half times (1.5x), not three (3x) times; and (ii) in addition to the forgoing, (A) all of Executive’s unvested Employee Options or Performance Options shall immediately vest, and (B) all of Executive’s options (whether arising from the Employee Options or the Performance Option) as of the Date of Termination shall remain exercisable for two (2) years after such Date of Termination.
Good Reason-Change in ControlOther than for Cause Before or After a Change in Control. If Employee terminates this Agreement with Good Reason-Change in Control as defined in Section 8.2 hereof, or if the Company terminates this Agreement without Cause six (6) months before or twelve (12) months after the occurrence of a Change in Control as defined in Section 8.3 hereof, the Company shall pay to Employee a lump sum cash amount, within thirty (30) days after the date of termination, equal to two (2) times Employee's annual base salary at the highest rate earned by him at any time during the twelve (12) months immediately preceding the date of termination, plus any bonus payments made to Employee in the previous twelve (12) months. Employee shall also receive continued healthcare coverage to the same extent that Employee elected during employment, with all premiums paid for by the Company, for a period of three (3) years, or until Employee is entitled to health care coverage through Medicare or subsequent employment, whichever period is shortest.
Good Reason-Change in ControlOther than for Cause On or After a Change in Control. If Executive terminates this Agreement with Good Reason-Change in Control pursuant to Section 4.1(a) hereof, or if the Company terminates this Agreement without Cause on or after the occurrence of a Change in Control pursuant to Section 4.1(a) hereof the Company shall pay to Executive cash in one lump sum within thirty (30) days after the date of termination the aggregate of the following amounts: (i) to the extent not theretofore paid, Executive's minimum salary at the annual rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) through the date of termination; and (ii) Executive's minimum salary at the annual rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) for the period commencing on the day after the date of termination and ending on the Final Date; and
Good Reason-Change in ControlOther than for Cause On or After a Change in Control. If Executive terminates this Agreement with Good Reason-Change in Control pursuant to Section 4.1(a) hereof, or if the Company terminates this Agreement without Cause on or after the occurrence of a Change in Control pursuant to Section 4.1(a) hereof: (i) the Company shall pay to Executive cash in one lump sum within thirty (30) days after the date of termination the aggregate of the following amounts: (A) to the extent not theretofore paid, Executive's minimum salary at the annual rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) through the date of termination; and (B) in the case of compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company, and any accrued vacation pay not yet paid by the Company; and (C) all other amounts or benefits owing or accrued to, vested in, or earned by Executive through the date of termintion under the then existing or applicable plans, programs, arrangements, and policies of the Company and its affiliates including, but not limited to, any such plans, programs, arrangements, or policies described in Section 2.1(d) hereof; and (D) any and all other Accrued Obligations not otherwise described in clause (A), (B), or (C) of this Section 4.2(c)(i); and (ii) the Company shall pay to Executive his minimum salary at the annual rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) for the period commencing on the date after the date of termination and ending 36 months thereafter (such minimum salary to be paid in accordance with the second sentence of Section 2.1(a)).
Good Reason-Change in ControlOther than for Cause On or After a Change in Control. If Executive terminates this Agreement with Good Reason-Change in Control pursuant to Section 4.1(a) hereof, or if the Company terminates this Agreement without Cause on or after the occurrence of a Change in Control pursuant to Section 4.1(a) hereof the Company shall pay to Executive cash in one lump sum within thirty (30) days after the date of termination the aggregate of the following amounts: (i) to the extent not theretofore paid, Executive's minimum salary at the annual rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) through the date of termination; and (ii) Executive's minimum salary at the annual rate in effect at the time of such termination (but prior to giving effect to any reduction therein which precipitated such termination) for the period commencing on the day after the date of termination and ending on the Final Date; and (iii) to the extent not theretofore paid as required under Section 2.1(b)(v) hereof, any Bonus through the date of such Change in Control; and (iv) in the case of compensation previously deferred by Executive, all amounts previously deferred (together with any accrued interest
Good Reason-Change in ControlOther than for Cause Before or After a Change in Control. If Employee terminates this Agreement with Good Reason-Change in Control as defined in Section 8.2 hereof, or if the Company terminates this Agreement without Cause six (6) months before or twelve (12) months after the occurrence of a Change in Control as defined in Section 8.3 hereof, the Company shall pay to Employee a lump sum cash amount, within thirty (30) days after the date of termination, equal to three (3) times Employee's annual base salary at the highest rate earned by him at any time during the twelve (12) months immediately preceding the date of termination, plus any bonus payments made to Employee in the previous twelve (12) months; provided, however, that such payment shall be limited to an amount that, when added to all other amounts to be received by Employee from the Company that could constitute "parachute payments" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended) (the "Code"), shall not exceed one dollar ($1.00) less than three (3) times Executive's base amount (as defined in Section 280G of the Code), so that no portion of such amount shall constitute a non-deductible payment under Section 280G of the Code. Employee shall also receive continued healthcare coverage to the same extent that Employee elected during employment, with all premiums paid for by the Company, for a period of three (3) years, or until Employee is entitled to health care coverage through Medicare or subsequent employment, whichever period is shortest.
Good Reason-Change in Control. If Executive shall terminate his employment within six (6) months of a Change-in-Control: (i) if the termination is accompanied by any element of Good Cause set forth in Section 5(c )(i) - (vi) also being present, the Company shall pay to Executive in a lump sum in cash within thirty (30) days (or such longer period necessary for the release referred to in Section 9(f) to become irrevocable) after the Date of Termination all such Accrued Obligations plus three times (3x) less $1.00 of an amount equal to Executive’s average base salary and incentive payments paid to the Executive in the prior three years or such lesser period of time that Executive has been employed by the Company; in the event such termination is not accompanied by Good Cause then the Executive shall be paid the same amount immediately set forth above but the multiplier in the prior sentence shall be one and one-half times (1.5x), not three (3x) times; and