Occurrence of Change in Control. Immediately upon the occurrence of a "Change in Control," the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement plan, the Employee's interest in which shall vest in accordance with such plan's terms), including without limitation, all stock options in which he was a participant at the time of the Change in Control. For purposes of this Agreement, the term "Change in Control" shall mean the occurrence of any event which results in either (a) Borrxx Xxxlty Company's failing to own at least thirty percent (30%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, or (b) both Don Xxxxxx xxx Doug Xxxxxx xxxsing to be directors and officers of the Company.
Occurrence of Change in Control. In the event that during the term of this Agreement, a Change in Control [as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder] occurs and, within thirty-six (36) months following such Change in Control, the Executive’s employment is terminated by the Employer or its successor for any reason other than the reasons set forth in subparagraphs a, b or c of Section 5 or is terminated by the Executive under subparagraph f of Section 5, then in lieu of any other provision of Section 5 of this Agreement, subject to the Executive’s compliance with Sections 8 and 9 of this Agreement, the Employer or its successor will pay to the Executive the following payments and benefits:
i. any Base Salary that is accrued but unpaid, the value of any vacation that is accrued but unused, (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any business expenses that are unreimbursed – all, as of the date of termination of employment;
ii. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs;
iii. a single lump sum payment, payable on the tenth (10th) business day following the date of termination of employment, equal to two (2) times the total Base Salary and cash bonus paid or payable to the Executive with respect to the most recently completed fiscal year of the Employer; and
iv. the Employer or its successor shall continue to provide the Welfare Benefits to the Executive, his spouse and his eligible dependents for a period of two (2) years following the date of termination of the Executive’s employment on the same basis and at the same cost as such benefits were provided to the Executive immediately prior to his date of termination; provided that if the terms of the plans governing such Welfare Benefits do not permit such coverage, the Employer or its successor will provide such Welfare Benefits to the Executive with the same after tax effect.
Occurrence of Change in Control. Immediately upon the occurrence of a “Change in Control,” the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement plan, the Employee’s interest in which shall vest in accordance with such plan’s terms), including without limitation, all stock options in which he was a participant at the time of the Change in Control. For purposes of this Agreement, the term “Change in Control” means the occurrence of the first of any of the following events:
Occurrence of Change in Control. Immediately upon the occurrence of a "Change in Control," the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement plan, the Employee's interest in which shall vest in accordance with such plan's terms), including without limitation, all stock options in which he was a participant at the time of the Change in Control. For purposes of this Agreement, the term "Change in Control" shall mean the occurrence of any event which results in either (a) Borrxx Xxxlty Company's failing to own at least thirty percent (30%) of the combined voting power of the then outstanding
Occurrence of Change in Control. Immediately upon the occurrence of a "Change in Control", the Employee shall: (i) become fully vested in all employee benefit programs (other than any tax qualified retirement plan, the Employee's interest in which shall vest in accordance with such plan's terms), including, without limitation, all stock options previously granted to the Employee in paragraph 3(h) or to which the Employee may become entitled pursuant to subparagraph (ii) hereof at the time of the Change in Control; and (ii) be granted such number of fully vested options to enable the Employee to acquire a total of 50,000 common shares of Bancinsurance Corporation, taking into consideration any and all options granted to the Employee pursuant to Section 3(h) as of the date of the Change in Control. For purposes of this Agreement, the term "Change in Control" shall mean the occurrence of any of the following events after the Effective Date: (i) the acquisition (in one transaction or a series of transactions) by an individual, entity or group [within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the 10(g) - 4
Occurrence of Change in Control. Immediately upon the occurrence of a "Change in Control," the Employee shall become fully vested in all employee benefit programs (other than any tax qualified retirement or savings plan, the Employee's interest in which shall vest in accordance with such plan's terms), including without limitation, all stock options and all benefits under the SERP, in which he was a participant at the time of the Change in Control. For purposes of this Agreement, the term "change in Control" shall mean the occurrence of any of the following events after the date of this Agreement (i) the acquisition by any individual, entity or group [(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")] (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors ("Voting Securities"); provided, however, that the following acquisitions shall not constitute a change in control (A) any acquisition by the Company, (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (C) any acquisition by the Employee (or a group including the Employee) or (D) any acquisition by any Person who on the date of this Agreement was the beneficial owner of twenty percent (2)%) or more of the combined voting power of the Voting Securities of the Company outstanding on such date; or (ii) a change in the composition of a majority of the Board of Directors of the Company within a three (3) year period, which change shall not have been approved by a majority of the persons then surviving as Directors who also comprised the Board of Directors of the Company immediately prior to the commencement of such period; or (iii) the consummation of any reorganization, merger or consolidation other than a reorganization, merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least sixty percent (60%) of the combined voting power of the Voting Securities of the Company or such surviving entity outstanding immediately after such reorganization, merger o...
Occurrence of Change in Control. In the event that during the term of this Agreement, a Change in Control [as defined under Section 409A of the Code and the regulations thereunder] occurs and, within twenty-four (24) months following such Change in Control, the Executive’s employment is terminated by the Employer or its successor for any reason other than the reasons set forth in subparagraphs b or c of Paragraph 5 or is terminated by the Executive under subparagraph f of Paragraph 5, then in addition to any other provision of Paragraph 5 of this Agreement and subject to the applicable provisions of Section 409A of the Code, the Employer or its successor will pay to the Executive the following payments and benefits:
Occurrence of Change in Control. In the event that during the term of this Agreement, a Change in Control [as defined under Section 409A of the Code and the regulations thereunder] occurs and, within twenty-four (24) months following such Change in Control, the Executive’s employment is terminated by the Employer or its successor for any reason other than the reasons set forth in subparagraphs (a), (b) or (c) of Paragraph 5 or is terminated by the Executive under subparagraph (f) of Paragraph 5, then in addition to any other provision of Paragraph 5 of this Agreement and subject to the applicable provisions of Section 409A of the Code, the Employer or its successor will pay to the Executive the following payments and benefits:
i. a single lump sum payment, payable within 30 days following the date of termination of employment, equal to the total annual Base Salary and Bonus paid or payable to the Executive with respect to the most recently completed fiscal year of the Employer; and
ii. a single lump sum payment, payable within 60 days following the date of termination of employment, equal to twelve (12) months of the premium applicable to the Executive on the date of termination of employment for the Executive and his family (provided the Executive had family coverage on such date) under the Employer’s group health plan. Each payment, and each installment thereof, to which the Executive is entitled under this Paragraph 6(a) shall be treated as a right to a separate payment under Code Section 409A.
Occurrence of Change in Control. Immediately upon the occurrence of a "Change in Control," the Employee shall become fully vested in all employee
Occurrence of Change in Control. In the event that during the term of this Agreement, a Change in Control [as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations thereunder] occurs the Employer or its successor will pay to the Executive the following payments and benefits:
i. any Base Salary that is accrued but unpaid, any Accrued Bonus, the value of any vacation that is accrued but unused, (determined by dividing Base Salary by 365 and multiplying such amount by the number of unused vacation days), and any expenses under subparagraphs b and c of Paragraph 4 that are unreimbursed -- all, as of the date of termination of employment;
ii. any rights and benefits (if any) provided under plans and programs of the Employer, determined in accordance with the applicable terms and provisions of such plans and programs;
iii. notwithstanding any provision contained elsewhere in this Agreement, full vesting of all outstanding awards granted to the Executive under the Equity Plan and, for purposes of exercising such awards, treatment of the Executive's termination of employment as a retirement under the Equity Plan; and
iv. a single lump sum payment, payable within thirty (30) days after the Change in Control, equal to twelve (12) months of the total Base Salary applicable to the Executive as of the date of the Change in Control.
