Payment Upon a Change in Control. If a Change in Control occurs and either (a) the Executive remains with the Bank (or its successor) for twelve (12) months following such Change in Control (such date the “Stay Put Date”), or (b) the Executive terminates employment for Good Reason or the Bank terminates Executive’s employment other than for Cause after the Change in Control and prior to the Stay Put Date, as long as the Executive does not violate the provisions of Section 9 hereof, the Executive will be entitled to receive, as his exclusive right and remedy in respect of such termination, (i) his Accrued Benefits, except that, for this purpose, Accrued Benefits will not include any entitlement to severance under any Bank severance policy generally applicable to the Bank’s salaried employees, and (ii) a payment from the Bank equal to 1.50 times the Executive’s average annual Form W-2 compensation over the preceding three years (less any W-2 income received by Executive for the Restricted Stock granted by this Agreement) (the “Change in Control Payment”). The Change in Control Payment due hereunder is subject to the Executive’s compliance with the provisions of Section 9 of this Agreement. The payment that becomes due pursuant to this Section shall be paid in a single lump-sum payment on the next payroll date in accordance with the normal payroll practices of the Bank (or its successor) following the eighth (8th) day after Executive executes and does not revoke the Release. For the avoidance of doubt, if Executive is entitled to and receives the Change in Control Payments described in this, at no time thereafter will he also be entitled to any of the payments described in Section 8.1.
Payment Upon a Change in Control. If a Change in Control (as defined in Section 10(b)(ii), 10(b)(iv) or 10(b)(v) herein) occurs, Executive shall receive a cash payment in an amount equal to his then current Base Salary plus his then current Target Bonus (calculated assuming that Executive and the Company had achieved all objectives set by the Company with respect thereto), subject to the usual required withholding and subject to reduction, if any, provided for in Section 8(b).
Payment Upon a Change in Control. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a Change in Control during the Performance Period, the Compensation Committee may, but shall have no obligation to, take such action to provide for the payment of a pro-rated Bonus Award to the Participant with respect to such Performance Period or require the Company or its successor to assume or continue to be bound by this Agreement, in each case, under such terms and conditions as may be established by the Compensation Committee in its sole and absolute discretion.
Payment Upon a Change in Control. If, within three years after the effective date of a “Business Combination” as defined in Article VI of the Corporation’s Bylaws (a copy of voluntarily or involuntarily, the Bank shall pay to the Employee the lesser of (i) three times the total compensation paid to the Employee in the last full fiscal year prior to termination of employment less one dollar, or (ii) the maximum amount permitted under the Internal Revenue Code without being deemed an “excessive parachute payment” within the meaning of I.R.C. § 280G, or any successor provision, and any regulations promulgated thereunder. As used herein, “compensation” shall include any and all salary, bonuses and other such remuneration paid by the Bank to the Employee in a fiscal year including, without limitation, the value of any unexercised stock options, whether qualified or unqualified and contributions made to 401K and Profit Sharing Plans. “Compensation” shall exclude any amounts earned by an employee in a given year, the payment of which was deferred until a future year. All amounts payable pursuant to this Agreement shall be payable in a lump sum or on an installment basis, at the option of the Employee. In the event the employee chooses to have his payments remitted in a lump sum, the Bank shall tender payment within sixty (60) days of the Employee’s termination of employment or, at the direction of the Employee, on a date thereafter, but in no event later than the fifth anniversary of the date of termination. In the event the Employee chooses to have his payments remitted on an installment basis, the Bank shall tender payments in equal monthly installments for a period not to exceed sixty (60) months from the date of termination of employment or until the fifth anniversary of the effective date of the Business Combination, whichever period is shorter. All amounts payable hereunder shall be in addition to, and not in lieu of, retirement benefits, deferred compensation payments or any other amounts to which the Employee otherwise may be entitled.
Payment Upon a Change in Control. In the event of a Change in Control -------------------------------- (as defined in Exhibit A hereto), the Executive shall receive from the Company (without regard to whether the Executive's Termination Date occurs in connection with such Change in Control) a lump sum payment equal to the amount that would have been payable to the Executive pursuant to paragraph 4(d)(i) had the Executive's employment with the Company been terminated as of the date of the Change in Control under circumstances that would have entitled the Executive to benefits under paragraph 4(d). In the event the Executive receives a payment pursuant to this paragraph (f), then upon the Executive's subsequent termination of employment with the Company for any reason, the Executive shall have no right to future payments or benefits under this Agreement (and the Company shall have no obligation to make any such future payments or provide any such future benefits), other than those provided under paragraph 4(a), for periods after the Executive's Termination Date.
Payment Upon a Change in Control. If the Executive's Termination Date -------------------------------- occurs within two years following a Change in Control, including a Termination Date occurring on the date of a Change of Control, on account of termination by the Company for reasons other than Cause or on account of termination by the Executive for Good Reason, then the Executive shall receive from the Company a lump sum payment equal to 12 months Severance in effect as of his Termination Date (without regard to any reduction in such salary which gives the Executive the right to terminate employment for Good Reason).
Payment Upon a Change in Control. If a Change in Control occurs, followed within 36 months by either (i) the Executive's involuntary Termination of Employment, or (ii) a termination by the Executive as a result of any of the following: (a) a material diminution of or interference with the Executive’s duties, titles, responsibilities and benefits as Chief Executive Officer of the Bank and President and Chief Executive Officer of the Company, (b) a change in the principal workplace of the Executive to a location outside of a 30 mile radius from the Bank’s headquarters office as of the date hereof, (c) a material reduction in the number or seniority of other Bank personnel reporting to the Executive or a material reduction in the frequency with which, or in the nature of the matters with respect to which, such personnel are to report to the Executive, other than as part of a Bank-or Company-wide reduction in staff, (d) a material reduction in the Executive’s salary or a material adverse change in the Executive’s perquisites, benefits, contingent benefits or vacation, other than as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Bank or the Company, or (e) a material permanent increase in the required hours of work or the workload of the Executive; provided, however, that before the Executive terminates his employment pursuant to clause (ii) above, the Executive must first provide written notice to the Bank and the Company within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank and the Company shall thereafter have the right to remedy the condition within thirty (30) days of the date they received the written notice from the Executive. If the Bank and the Company remedy the condition within such thirty (30) day cure period, then the Executive shall not have the right to terminate his employment as the result of such event. If the Bank and the Company do not remedy the condition within such thirty (30) day cure period, then the Executive may terminate his employment as the result of such event at any time within sixty (60) days following the expiration of such cure period. The Bank shall be required to make a final Contribution to the Executive within ten days of the Termination of Employment, subject to Section 2.07 below. The amount of such final Contribution shall be equal to the present value (computed using a discount rate equal to the Interest Factor) o...
Payment Upon a Change in Control. If a Change in Control, as defined in Section 25, below, shall occur, the Bank shall, within ten (10) days following the effective time of the Change in Control event, pay and provide to Executive (or if Executive dies prior to such payment, to his beneficiary or beneficiaries or his estate, as the case may be), in lieu of any cash payments under Section 4(c) above which are payable only in the event of a termination of employment, a lump sum cash payment equal to: (i) three (3) times Executive’s Base Salary; plus (ii) an amount equivalent to the Bonus Payment received by, and/or determined to be paid to, Executive with respect to the year immediately prior to the year in which occurred such termination. In the event Executive also has a Termination without Cause or Termination for Good Reason in connection with or following a Change in Control, Executive shall not be entitled to a cash severance payment under Section 4(c) of this Agreement. Notwithstanding the foregoing, in the event Executive has a Termination without Cause or Termination for Good Reason in connection with or following a Change in Control, Executive shall be entitled to the Post-Termination Benefits set forth in Section 6(b) below.
Payment Upon a Change in Control. Upon a Change in Control of Sun, the entire unpaid Deferred Base Rent shall be immediately due and payable in full, unless Lessor exercises its conversion rights as set forth in Article XXXVI.
Payment Upon a Change in Control. Notwithstanding anything to the contrary in Section 6 or 7 hereof, upon the occurrence of i) a Change in Control during the Performance Period and ii) following such Change in Control, the Participant’s Separation from Service due to a termination by the Company (other than any termination (i) for Cause or (ii) due to death, Disability or Retirement), the Participant shall be eligible to receive a Performance Award equal to an amount that is the product of the Participant’s “award percentage” multiplied by a Bonus Pool of $[ ], with such amount multiplied by a fraction, the numerator of which shall be the number of full calendar months during the period of January 1, 20[ ] through the date of such Separation from Service and the denominator of which shall be thirty-six (36). Any Performance Award payable to the Participant under this Section 8 will be paid within 65 days following such termination date, and is conditioned upon the Participant’s execution and delivery to the Company of a release of claims in favor of the Company and its affiliates, which release must become effective and no longer be subject to revocation under applicable law prior to the 60th day following such termination. The form of such release will be provided by the Company to the Participant within 5 days following such termination. All Performance Award payments shall be reduced by amounts required to be withheld for taxes at the time payments are made. As used herein, “Change in Control” shall have the meaning ascribed to such term in the Plan and must also constitute a “change in control event” within the meaning of Section 409A of the Code. In no event whatsoever shall Participant receive a payment under this Section 8 if he or she receives a payment under Section 6 hereof.
