Qualifying Termination in Connection with a Change in Control. If at any time within twelve (12) months after a Change in Control of the Company, Executive's employment under this Agreement is terminated by the Company without Cause or by Executive for Good Reason, the Company's obligation to pay or provide Executive compensation and benefits under this Agreement shall terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments or benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary rate in effect at the time of Executive's employment termination for a period of eighteen (18) months after the employment termination (the “Enhanced Severance Period”); (ii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to one-twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for the last three fiscal years, the average shall be calculated using the number of fiscal years Executive has been employed with the Company); and (iii) during the Enhanced Severance Period, the Company will pay Executive an additional monthly severance amount equal to One Hundred Forty percent (140%) of the COBRA Premium Rate; provided, however, the payment of severance benefits to Executive under this Section 7.7(c) shall be reduced by the full amount that such payments, when added to all other payments or benefits of any kind to Executive by reason of the Change in Control of the Company constitutes an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Enhanced Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be subject to all applicable payroll tax withholdings. If this Section 7.7 applies, Executive is not entitled to the compensation under Section 7.4 or Section 7.5. Other than the foregoing, the...
Qualifying Termination in Connection with a Change in Control. In the event of a Qualifying Termination that occurs within the thirty (30)-day period prior to the closing of a Change in Control or within the twelve (12)-month period following the closing of a Change in Control, Executive will be eligible to receive the following Severance Benefits from the Company:
Qualifying Termination in Connection with a Change in Control. If the Executive experiences a Qualifying Termination upon or within 24 months following a Change of Control, then the Executive shall be entitled to receive the following severance benefits, which shall be in addition to any salary earned and vacation accrued up to and including the date of termination, as determined by the Company: (i) a severance payment in the amount of two times the sum of the Executive's annual base salary plus annual target bonus, payable as a lump sum payment within five business days of the date the Executive executes and returns a full waiver and release of all claims in a form provided by the Company; and (ii) if the Executive timely elects COBRA health insurance continuation coverage, reimbursement of COBRA premiums for up to 18 months following the date of termination.
Qualifying Termination in Connection with a Change in Control. Upon a Qualifying Termination that occurs upon or within twelve (12) months following a Change in Control, the Executive shall receive (i) the Accrued Payments, and (ii) provided the Executive remains in compliance with the terms of this Agreement and has met the requirements of the Release Obligation, (w) the Cash Severance, (x) the COBRA Severance, (y) in lieu of the Bonus Severance, an amount equal to the Executive’s target Bonus for the Bonus Year in which the Executive’s Involuntary Termination occurs and (z) the unvested portion of all outstanding options, restricted stock unit awards, and other equity awards covering the Employer’s common stock that are held by the Executive as of immediately prior to the Qualifying Termination, to the extent such equity awards would otherwise have vested solely conditioned on the Executive’s continued services with the Company, shall accelerate and vest in full effective as of the earliest date the Executive fulfills the Release Obligation, but shall be deemed effective as of the Executive’s employment termination date.
Qualifying Termination in Connection with a Change in Control. If prior to the expiration of the Employment Period (without regard to any early termination of the Employment Period as set forth in this paragraph 4), the Termination Date occurs on or in the
Qualifying Termination in Connection with a Change in Control. If the Executive experiences a Qualifying Termination within six months prior to, or within 24 months following a Change in Control:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the Accrued Obligations;
(ii) the Company shall pay to the Executive a cash severance benefit in an amount equal to 2.5 times the sum of the Executive’s Annual Base Salary and Target Bonus (the “CIC Severance Benefits”). The Company shall pay the CIC Severance Benefits in substantially equal monthly installments in accordance with the Company’s normal payroll policies over a 30-month period following the Date of Termination; provided that, if the Date of Termination is prior to a Change in Control, the first payment after the Change in Control shall include amounts owed and not paid prior to the Change in Control as a result of the difference in value between the CIC Severance Benefits and the Severance Benefits;
(iii) the Company shall pay to the Executive in a lump sum in cash a pro rata portion of the Executive’s Target Bonus (with proration determined based on the number of months in the fiscal year in which the Executive is employed with the Company). The Company shall pay the prorated Target Bonus no later than March 15 of the year following the fiscal year to which the Annual Bonus relates;
(iv) the Executive’s long-term incentive awards shall be treated in accordance with their terms;
(v) subject to Section 4(e), for the 30-month period immediately following the Date of Termination, the Company shall continue the Welfare Benefits; and 4844-0817-3566 v.6
(vi) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive the Other Benefits.
Qualifying Termination in Connection with a Change in Control. If, upon a Change in Control or within 24 months thereafter, there occurs an involuntary Termination of Employment by the Company not for Cause or a Termination of Employment by Employee for Good Reason, 100% of the RSUs will vest (if not previously vested) and 100% of the then outstanding RSUs will be settled on the date of Termination (or, if that is not practicable, within five business days after Termination), subject to Section 7(b) (if applicable).
Qualifying Termination in Connection with a Change in Control. In the event of a Qualifying Termination within six (6) months before or following a Change in Control and during the Term, the Executive will be entitled to the following benefits:
(i) the Accrued Obligations;
(ii) a lump-sum cash amount equal to two (2) times the sum of (A) the greater of the Executive’s annual rate of base salary in effect upon the date of the Qualifying Termination or the Executive’s annual rate of base salary in effect immediately prior to the occurrence of the Change in Control, plus (B) the average of the annual cash bonuses paid to the Executive for the three (3) calendar years immediately preceding the year in which the Qualifying Termination occurs. Such payment shall be paid to the Executive within thirty (30) days of the Executive’s termination of employment (or the later Change in Control, where applicable); and
(iii) immediate 100% vesting of all stock options, stock awards, and any other awards which had been granted to the Executive by the Bank or any of its affiliates under any incentive compensation plan;
(iv) the Health Continuation Benefit;
(v) standard outplacement services from a nationally recognized outplacement firm of the Executive’s selection, for a period of up to one (1) year from the Executive’s date of Qualifying Termination; provided that such service shall be at the Bank’s expense to a maximum amount not to exceed twenty thousand dollars ($20,000); and
(vi) his Incentive Bonuses as described in Section 2(b) above.
Qualifying Termination in Connection with a Change in Control. If the Employee experiences a Qualifying Termination upon or within 24 months following a Change of Control, then the Employee shall be entitled to receive the following severance benefits, which shall be in addition to any salary earned and vacation accrued up to and including the date of termination, as determined by the Company: (i) a severance payment in the amount of the Employee's annual base salary plus annual target bonus, payable as a lump sum payment within five business days of the date the Employee executes and returns the attached waiver and release agreement; and (ii) if the Employee timely elects COBRA health insurance continuation coverage, reimbursement of COBRA premiums for up to 12 months following the date of termination.
Qualifying Termination in Connection with a Change in Control. If, during the Term, the Executive’s employment is terminated by reason of a Qualifying Termination within twelve (12) months following a Change in Control, then the Company shall pay or provide the Accrued Compensation and Benefits, and subject to Section 6(f) and in lieu of the payments and benefits set forth in Section 6(c):
(i) The Company shall make the Severance Payments to the Executive; provided that for purposes of this Section 6(d)(i), the Severance Multiple shall be:
(A) two and one-half (2.5), if such termination occurs during the Initial Term; or
(B) two (2), if such termination occurs during any Renewal Term;
(ii) The Company shall pay the Pro-Rata Bonus to the Executive;
(iii) 100% of the Equity Awards shall become immediately and fully vested and exercisable, with any performance conditions or restrictions on exercise deemed satisfied; and
(iv) The Company shall provide the Continued Benefits (or payment in lieu thereof) as set forth in Section 6(c)(iv).
