Common use of Severance Benefits - Change in Control Clause in Contracts

Severance Benefits - Change in Control. In the event of a "change in control" as defined herein and in connection with a change in control or within eighteen (18) months following consummation of a change in control (i) the Executive's employment is terminated; or (ii) without the Executive's written consent there occurs (A) any material adverse change in the nature and scope of the Executive's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive's location of employment, or any material reduction in the Executive's base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive's employment, then the Executive shall be entitled to receive severance benefits. The severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to one and one-half (1 1/2) times the Executive's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination or other event that triggers the right to receive the severance benefits hereunder, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum within thirty (30) days following such termination; and (ii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), or under applicable California law pursuant to Assembly Xxxx No. 1401 ("Cal-COBRA"), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of eighteen (18) months from the date of termination. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of eighteen (18) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank's or BCH's group health benefits plan at the Executive's expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (10, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above.

Severance Benefits - Change in Control. In the event of a "change in control" as defined herein and in connection with a change in control or within eighteen thirty (1830) months following consummation of a change in control (i) the Executive's employment is terminated; or (ii) without the Executive's written consent there occurs (A) any material adverse change in the nature and scope of the Executive's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive's location of employment, or any material reduction in the Executive's base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive's employment, then the Executive shall be entitled to receive severance benefits. An event constituting a "material adverse change in the nature and scope of Executive's position, authorities, responsibilities, duties" or "a demotion, significant diminution or constructive termination" shall be deemed to have occurred if following a "change in control," the Executive is not the sole President and Chief Executive Officer of both the successor entity to the Bank and the successor entity to BCH, or any organization that owns a controlling interest in either such successor entity. The severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to one two and one-half times (1 2 1/2) times the Executive's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination or other event that triggers the right to receive the severance benefits hereunder, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum within thirty (30) days following such termination; and (ii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), or under applicable California law pursuant to Assembly Xxxx No. 1401 ("Cal-COBRA"), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of eighteen thirty (1830) months from the date of termination. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of eighteen thirty (1830) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank's or BCH's group health benefits plan at the Executive's expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (10, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above.

Severance Benefits - Change in Control. In the event of a "change in control" as defined herein and in connection with a change in control or within eighteen (18) months following consummation of a change in control (i) the Executive's employment is terminated; or (ii) without the Executive's written consent there occurs (A) any material adverse change in the nature and scope of the Executive's position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive's location of employment, or any material reduction in the Executive's base salary, incentive compensation (including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive's employment, then the Executive shall be entitled to receive severance benefits. An event constituting a "material adverse change in the nature and scope of Executive's position, authorities, responsibilities, duties" or "a demotion, significant diminution or constructive termination" shall be deemed to have occurred if following a "change in control," the Executive is not the sole Executive Vice President, Chief Administrative Officer and Chief Financial Officer of both the successor entity to the Bank and the successor entity to BCH, or any organization that owns a controlling interest in either such successor entity. The severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to one and one-half (1 1/2) times the Executive's (A) annual base salary during the year the termination or other event triggering a right to severance benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period immediately preceding the termination or other event that triggers the right to receive the severance benefits hereunder, less applicable withholding deductions (in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum within thirty (30) days following such termination; and (ii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive and his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), or under applicable California law pursuant to Assembly Xxxx No. 1401 ("Cal-COBRA"), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly to the Executive for a period of eighteen (18) months from the date of termination. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of eighteen (18) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank's or BCH's group health benefits plan at the Executive's expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the Executive and the Executive's heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees, and any other legal or personal representatives. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (10, to the extent of an Executive breach), or in the event the Executive terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above.