Occurrence of a Change in Control. In the event of a Change of Control (provided that after such Change of Control, the Executive’s employment is terminated (x) by the Company without Cause or (y) by the Executive for Good Reason), the Company shall pay to the Executive as severance compensation two times the Executive’s Base Salary as then in effect plus two times the Executive’s bonus paid for the Company’s last calendar year. The severance compensation shall be paid in a lump sum by the end of the following month following a qualifying event. “Change of Control” shall mean that after the date hereof, (i) any person or group of affiliated or associated persons acquires a majority or more of the voting power of the Company; (ii) the consummation of a sale of all or substantially all of the assets of the Company; (iii) the dissolution of the Company or (iv) the consummation of any merger, consolidation, or reorganization involving the Company in which, immediately after giving effect to such merger, consolidation or reorganization, less than majority of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) in the aggregate by the stockholders of the Company immediately prior to such merger, consolidation or reorganization.
Occurrence of a Change in Control. If there is a Change in Control (as defined in § II) during the term of Agreement, and any of the following events occur, in addition to any monies already owed under other operative agreements, if applicable, the Company will pay Executive one (1) year of Base Salary, the pro-rata portion of Executive’s Bonus accrued up to the date of separation from the Company, and all unvested options to purchase shares will automatically vest, if:
(a) Executive is involuntarily terminated without Cause (as defined in § V) within twelve (12) months following the date of such Change in Control, but within the term of the Agreement; or
(b) Executive terminates voluntarily with Good Reason (as defined in § IV) within twelve (12) months following the date of such Change in Control, but within the term of the Agreement. For purposes of this § III (b), the date of a Change in Control will be the closing date of such transactions described in § II.
Occurrence of a Change in Control. In the event of a Change in Control, your SAR shall fully vest and become fully exercisable, subject to the limitations of Section 3 hereof, as to the Shares then subject to the SAR. This shall occur immediately prior to the effective date of the transaction giving rise to the Change in Control.
Occurrence of a Change in Control. Upon the Occurrence of a Change in Control:
(a) In the event of a Change in Control as defined in Section 18.1 (a) or (b), except as prohibited by applicable laws, rules, regulations or stock exchange requirements, or as determined otherwise by the Committee in connection with particular Awards and set forth in the applicable Award Agreements, if the Employment of a Participant is terminated by the Company or an Affiliate without Substantial Cause or by the Participant for Good Reason within the twenty-four (24) month period following such Change in Control:
(i) any and all Options and SARs granted under the Plan shall vest and be immediately exercisable and shall remain exercisable for the remainder of their term;
(ii) any Period of Restriction and other restrictions imposed on time-vested Restricted Stock or Restricted Stock Units or Other Stock-Based Awards not subject to specified performance criteria shall lapse and such Awards shall immediately vest and be paid out or distributed without further restriction; and February 2013
(iii) the payout opportunities attainable under all outstanding performance-based Restricted Stock, Performance Shares or Performance Units or Other Stock-Based Awards subject to specified performance criteria, including Awards intended to qualify for deductibility under Section 162(m) of the Code, shall be deemed to have been fully earned based on the greater of (A) targeted performance, or (B) actual performance being attained for a truncated Performance Period that ends on the date of the Change in Control.
(b) In the event of a Change in Control as defined in Section 18.1 (c) or (d), the Plan shall terminate; provided, however, that notwithstanding the foregoing, the Board shall provide in writing in connection with such transaction for any one or more of the following alternatives (separately or in combinations): (i) all restrictions on outstanding Awards shall immediately lapse; (ii) for the assumption by the successor corporation of the Awards theretofore granted or the substitution by such corporation for such Awards theretofore granted of new Awards covering the stock of the successor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices; (iii) for the continuance of the Plan by such successor corporation in which event the Plan and the Awards therefore granted shall continue in the manner and under the terms so provided; or (iv) for the payment in ca...
Occurrence of a Change in Control. If there is a Change in Control (as defined below) during the initial term of Agreement, and any of the following events occur, in addition to any monies already owed under this Agreement, the Company will pay Executive one (1) year of Base Salary and the pro-rata portion of Executive’s Bonus as if Executive reached 100% of Goal Attainment as of the date of the Change in Control (or other amount to be determined by the Board in their sole discretion) and all vested and unvested options to purchase shares will automatically vest:
(i) Executive is involuntarily terminated without Cause within twelve (12) months following the date of such Change in Control, but within the initial term of the Agreement; or
(ii) Executive terminates voluntarily with Good Reason (as defined below) within twelve (12) months following the date of such Change in Control, but within the initial term of the Agreement. For purposes of this Section 8 b, the date of a Change in Control will be closing date of such transactions described below in Section 8 c.
Occurrence of a Change in Control. (a) Termination other than for Cause, or for Good Reason. If during the Term a Change of Control (as defined below) shall occur and within one year from the date of the occurrence of such Change of Control the Company shall terminate Executive's employment other than for Cause or the Executive shall terminate his employment for Good Reason (a "Change of Control Severance"), subject to Executive's execution of the Release and in lieu of the benefits under Section 7 hereof,
(1) The Company shall pay Executive within 30 days of the date of termination of employment (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to two (2) times the sum of (i) one year of Executive's annual Base Salary as then in effect, plus (ii) Executive's Maximum Annual Bonus for the year of termination, plus (iii) the fair market value (determined as of the Date of Termination) of the maximum number of Restricted Shares authorized to be granted to Executive under the LTIP in the year of termination assuming all performance criteria for such award was deemed satisfied.
(2) All Options held by Executive for which the exercise period has not yet lapsed or expired shall become fully vested and exercisable and all Restricted Stock held by Executive shall become fully vested.
(3) During the two (2) year period commencing on the date of the Change of Control Severance the Company shall provide Executive with continued medical, dental, long-term disability and life insurance benefits at the same levels as if he remained actively employed during the Severance Period; provided that Executive shall not participate in any bonus, vacation pay, retirement benefits, long-term incentive, stock option or other equity grant plan, program or arrangement after the Date of Termination, provided further, if Executive is unable to participate in such benefit plans as offered by the Company to active employees, the Company will pay to Executive the premium cost which the Company pays for similarly situated active senior management employees; provided further, that Executive shall pay the Company on a monthly basis the portion of the periodic cost of such continued coverage equal to the dollar amount of such periodic cost as if he remained employed during the Severance Period; provided further, that such welfare benefits shall be reduced to the extent Executive receives similar benefits from a subsequent employer. As and to the extent provided by the Consolidated...
Occurrence of a Change in Control. Unless otherwise determined by the Board or as otherwise provided by an employment agreement between you and the Company, the vesting of the Restricted Stock shall not be accelerated as a result of a Change in Control.
Occurrence of a Change in Control. In the event of a Change in Control, your Option shall fully vest and become fully exercisable as to the Shares then subject to the Option. This shall occur immediately prior to the effective date of the transaction giving rise to the Change in Control. Xxxxxx County Bancshares, Inc. 2004 Long-Term Incentive Plan
Occurrence of a Change in Control. In the event of a Change in Control, your RSA shall fully vest and all restrictions under the Plan and the Award Agreement with respect to the RSA shall automatically expire and shall be of no further force or effect. This shall occur immediately prior to the effective date of the transaction giving rise to the Change in Control.
Occurrence of a Change in Control. Unless otherwise determined by the Board or as otherwise provided by an employment agreement between you and the Company, the vesting of the Options shall not be accelerated as a result of a Change in Control.
