Common use of Severance Benefits in Certain Events Clause in Contracts

Severance Benefits in Certain Events. If at the effective time of a “Change in Control Event” (as defined above) or any time within twelve (12) months immediately following a Change in Control Event, (i) the Employer terminates Employee’s employment without “Cause” (as defined above) or, (ii) the Employee terminates employment for “Good Reason” (as defined below), then in the event of either (i) or (ii), and subject to each of the following: (x) the limitations set forth herein and in Section 9 below, (y) compliance with the various loyalty obligations set forth in Sections 11 to 14, and (z) the Employee’s execution of a comprehensive Waiver and Release prepared by Employer that waives and releases all claims relating to or arising from Employee’s employment and the termination of that employment, the Employer shall pay or cause to be paid the following severance benefits: (a) an amount equal to the greater of (i) Employee’s annualized base salary for the calendar year preceding the year in which the Termination Date occurs or (ii) the annualized base salary for the calendar year in which the Termination Date occurs, and (b) if the Employee elects COBRA continuation coverage under the Employer’s health plan, then the Employer will pay on the Employee’s behalf the premiums required for employee-only COBRA coverage for up to a maximum of twelve (12) months. (A) Employee shall not be entitled to any severance benefits under this Agreement if no Change in Control Event occurs on or before May 31, 2020, as the Employer’s obligation to pay severance under this Agreement terminates no later than May 31, 2020 as specified in Section 10 below, unless the Employer extends the term by an amendment to this Agreement. Moreover, to avoid any confusion, Employee will not be entitled to any severance benefits under this Agreement, even if the Employer terminates the Employee without Cause (subject only to the protection provided by Section 4(C) below) or the Employee terminates employment for Good Reason during the term of this Agreement if no Change of Control Event has occurred at the time of termination of employment. (B) If at any time, even if a covered Change in Control Event occurs during the term of this Agreement, (i) the Employer terminates Employee’s employment for “Cause,” (ii) Employee voluntarily terminates Employee’s employment with Employer for Other than Good Reason, or (iii) Employee’s employment terminates or is terminated due to Employee’s death, Retirement or pursuant to a Determination of Long Term Incapacity, then in any of these situations, the Employee shall have no right to severance benefits under this Agreement. (C) If however, Employee’s employment is terminated by Employer without Cause prior to the effective time of a Change in Control Event, but following the date on which Parkway’s Board of Directors has taken action to approve an agreement, including any definitive agreement or an agreement in principle, relating to a Change in Control Event and that event occurs within six (6) months of the Employee’s termination from employment with Employer, then for purposes of this Agreement, Employee shall be deemed to be employed by the Employer as of the effective date of that Change of Control Event (should it occur), and such termination of employment shall be deemed to occur at the effective time of the Change in Control Event, and in this event, the Employee will be entitled to severance benefits under Section 4 of this Agreement. (D) The base salary amount payable under this Section 4 shall be payable over twelve (12) months in equal installments that coincide with the Employer’s regular paydays and the COBRA premium payments shall be paid beginning on the first regular pay period of Employer after the Waiver and Release becomes binding. These payments are subject to all applicable tax withholdings, and the Employee’s compliance with the loyalty obligations set forth in Section 11 below. (E) Further, in order for the Employee to exercise the right to terminate for Good Reason, and to be eligible for severance benefits under this Agreement, Employee must first give the Employer written notice of the condition believe to constitute Good Reason and must provide the Employer at least thirty (30) days to remedy such condition, and if the Employer fails to remedy the condition, the Termination Date shall be on the thirty-first (31st) day after the notice is given.

Severance Benefits in Certain Events. If at the effective time of a “Change in Control Event” (as defined above) or any time within twelve (12) months immediately following a Change in Control Event, (i) the Employer terminates Employee’s employment without “Cause” (as defined above) or, (ii) the Employee terminates employment for “Good Reason” (as defined below), then in the event of either (i) or (ii), and subject to each of the following: (x) the limitations set forth herein and in Section 9 below, (y) compliance with the various loyalty obligations set forth in Sections 11 to 14, and (z) the Employee’s execution of a comprehensive Waiver and Release prepared by Employer that waives and releases all claims relating to or arising from Employee’s employment and the termination of that employment, the Employer shall pay or cause to be paid the following severance benefits: (a) an amount equal to two times the Employee’s annualized base salary using the greater of (i) Employee’s annualized base salary for the calendar year preceding the year in which the Termination Date occurs or (ii) the annualized base salary for the calendar year in which the Termination Date occurs, and (b) if the Employee elects COBRA continuation coverage under the Employer’s health plan, then the Employer will pay on the Employee’s behalf the premiums required for employee-only COBRA coverage for up to a maximum of twelve eighteen (1218) months. (A) Employee shall not be entitled to any severance benefits under this Agreement if no Change in Control Event occurs on or before May 31, 2020, as the Employer’s obligation to pay severance under this Agreement terminates no later than May 31, 2020 as specified in Section 10 below, unless the Employer extends the term by an amendment to this Agreement. Moreover, to avoid any confusion, Employee will not be entitled to any severance benefits under this Agreement, even if the Employer terminates the Employee without Cause (subject only to the protection provided by Section 4(C) below) or the Employee terminates employment for Good Reason during the term of this Agreement if no Change of Control Event has occurred at the time of termination of employment. (B) If at any time, even if a covered Change in Control Event occurs during the term of this Agreement, (i) the Employer terminates Employee’s employment for “Cause,” (ii) Employee voluntarily terminates Employee’s employment with Employer for Other than Good Reason, or (iii) Employee’s employment terminates or is terminated due to Employee’s death, Retirement or pursuant to a Determination of Long Term Incapacity, then in any of these situations, the Employee shall have no right to severance benefits under this Agreement. (C) If however, Employee’s employment is terminated by Employer without Cause prior to the effective time of a Change in Control Event, but following the date on which Parkway’s Board of Directors has taken action to approve an agreement, including any definitive agreement or an agreement in principle, relating to a Change in Control Event and that event occurs within six (6) months of the Employee’s termination from employment with Employer, then for purposes of this Agreement, Employee shall be deemed to be employed by the Employer as of the effective date of that Change of Control Event (should it occur), and such termination of employment shall be deemed to occur at the effective time of the Change in Control Event, and in this event, the Employee will be entitled to severance benefits under Section 4 of this Agreement. (D) The base salary amount payable under this Section 4 shall be payable over twelve twenty-four (1224) months in equal installments that coincide with the Employer’s regular paydays and the COBRA premium payments shall each be paid beginning on the first regular pay period of Employer after the Waiver and Release becomes binding. These payments are subject to all applicable tax withholdings, and the Employee’s compliance with the loyalty obligations set forth in Section 11 below. (E) Further, in order for the Employee to exercise the right to terminate for Good Reason, and to be eligible for severance benefits under this Agreement, Employee must first give the Employer written notice of the condition believe to constitute Good Reason and must provide the Employer at least thirty (30) days to remedy such condition, and if the Employer fails to remedy the condition, the Termination Date shall be on the thirty-first (31st) day after the notice is given.

Severance Benefits in Certain Events. If at the effective time of a “Change in Control Event” (as defined above) or any time within twelve (12) months immediately following a Change in Control Event, (i) the Employer terminates Employee’s employment without “Cause” (as defined above) or, (ii) the Employee terminates employment for “Good Reason” (as defined below), then in the event of either (i) or (ii), and subject to each of the following: (x) the limitations set forth herein and in Section 9 below, (y) compliance with the various loyalty obligations set forth in Sections 11 to 14, and (z) the Employee’s execution of a comprehensive Waiver and Release prepared by Employer that waives and releases all claims relating to or arising from Employee’s employment and the termination of that employment, the Employer shall pay or cause to be paid the following severance benefits: (a) an amount equal to two times the Employee’s annualized base salary using the greater of (i) Employee’s annualized base salary for the calendar year preceding the year in which the Termination Date occurs or of (ii) the annualized base salary for the calendar year in which the Termination Date occurs, and (b) if the Employee elects COBRA continuation coverage under the Employer’s health plan, then the Employer will pay on the Employee’s behalf the premiums required for employee-only COBRA coverage for up to a maximum of twelve eighteen (1218) months. (A) Employee shall not be entitled to any severance benefits under this Agreement if no Change in Control Event occurs on or before May 31, 2020, as the Employer’s obligation to pay severance under this Agreement terminates no later than May 31, 2020 as specified in Section 10 below, unless the Employer extends the term by an amendment to this Agreement. Moreover, to avoid any confusion, Employee will not be entitled to any severance benefits under this Agreement, even if the Employer terminates the Employee without Cause (subject only to the protection provided by Section 4(C) below) or the Employee terminates employment for Good Reason during the term of this Agreement if no Change of Control Event has occurred at the time of termination of employment. (B) If at any time, even if a covered Change in Control Event occurs during the term of this Agreement, (i) the Employer terminates Employee’s employment for “Cause,” (ii) Employee voluntarily terminates Employee’s employment with Employer for Other than Good Reason, or (iii) Employee’s employment terminates or is terminated due to Employee’s death, Retirement or pursuant to a Determination of Long Term Incapacity, then in any of these situations, the Employee shall have no right to severance benefits under this Agreement. (C) If however, Employee’s employment is terminated by Employer without Cause prior to the effective time of a Change in Control Event, but following the date on which Parkway’s Board of Directors has taken action to approve an agreement, including any definitive agreement or an agreement in principle, relating to a Change in Control Event and that event occurs within six (6) months of the Employee’s termination from employment with Employer, then for purposes of this Agreement, Employee shall be deemed to be employed by the Employer as of the effective date of that Change of Control Event (should it occur), and such termination of employment shall be deemed to occur at the effective time of the Change in Control Event, and in this event, the Employee will be entitled to severance benefits under Section 4 of this Agreement. (D) The base salary amount payable under this Section 4 shall be payable over twelve twenty-four (1224) months in equal installments that coincide with the Employer’s regular paydays and the COBRA premium payments shall each be paid beginning on the first regular pay period of Employer after the Waiver and Release becomes binding. These payments are subject to all applicable tax withholdings, and the Employee’s compliance with the loyalty obligations set forth in Section 11 below. (E) Further, in order for the Employee to exercise the right to terminate for Good Reason, and to be eligible for severance benefits under this Agreement, Employee must first give the Employer written notice of the condition believe to constitute Good Reason and must provide the Employer at least thirty (30) days to remedy such condition, and if the Employer fails to remedy the condition, the Termination Date shall be on the thirty-first (31st) day after the notice is given.

Severance Benefits in Certain Events. If at the effective time of a “"Change in Control Event” " (as defined abovebelow) or any time within twelve (12) months immediately following a Change in Control Event, (i) the Employer terminates Employee’s 's employment without “"Cause” " (as defined abovebelow) or, (ii) the Employee terminates employment for “"Good Reason” " (as defined below), then in the event of either (i) or (ii), and subject to each of the following: (x) the limitations set forth herein and in Section 9 below, (y) compliance with the various loyalty obligations set forth in Sections 11 10 to 1413, and (z) the Employee’s 's execution of a comprehensive Waiver and Release prepared by Employer that waives and releases all claims relating to or arising from Employee’s 's employment and the termination of that employment, the Employer shall pay or cause to be paid the following severance benefits: (a) an amount equal to the greater of (i) Employee’s 's annualized base salary for the calendar year preceding the year in which the Termination Date occurs or (ii) the annualized base salary for the calendar year in which the Termination Date occurs, and (b) if the Employee elects COBRA continuation coverage under the Employer’s 's health plan, then the Employer will pay on the Employee’s 's behalf the premiums required for employee-only COBRA coverage for up to a maximum of twelve (12) months. (A) Employee shall not be entitled to any severance benefits under this Agreement if no Change in Control Event occurs on or before May December 31, 20202018, as the Employer’s 's obligation to pay severance under this Agreement terminates no later than May December 31, 2020 2018 as specified in Section 10 9 below, unless the Employer extends the term by an amendment to this Agreement. Moreover, to avoid any confusion, Employee will not be entitled to any severance benefits under this Agreement, even if the Employer terminates the Employee without Cause (subject only to the protection provided by Section 4(C3(C) below) or the Employee terminates employment for Good Reason during the term of this Agreement if no Change of Control Event has occurred at the time of termination of employment. (B) If at any time, even if a covered Change in Control Event occurs during the term of this Agreement, (i) the Employer terminates Employee’s 's employment for “"Cause,” (ii) Employee voluntarily terminates Employee’s employment with Employer for Other than Good Reason, or (iii) Employee’s employment terminates or is terminated due to Employee’s death, Retirement or pursuant to a Determination of Long Term Incapacity, then in any of these situations, the Employee shall have no right to severance benefits under this Agreement. (C) If however, Employee’s employment is terminated by Employer without Cause prior to the effective time of a Change in Control Event, but following the date on which Parkway’s Board of Directors has taken action to approve an agreement, including any definitive agreement or an agreement in principle, relating to a Change in Control Event and that event occurs within six (6) months of the Employee’s termination from employment with Employer, then for purposes of this Agreement, Employee shall be deemed to be employed by the Employer as of the effective date of that Change of Control Event (should it occur), and such termination of employment shall be deemed to occur at the effective time of the Change in Control Event, and in this event, the Employee will be entitled to severance benefits under Section 4 of this Agreement. (D) The base salary amount payable under this Section 4 shall be payable over twelve (12) months in equal installments that coincide with the Employer’s regular paydays and the COBRA premium payments shall be paid beginning on the first regular pay period of Employer after the Waiver and Release becomes binding. These payments are subject to all applicable tax withholdings, and the Employee’s compliance with the loyalty obligations set forth in Section 11 below. (E) Further, in order for the Employee to exercise the right to terminate for Good Reason, and to be eligible for severance benefits under this Agreement, Employee must first give the Employer written notice of the condition believe to constitute Good Reason and must provide the Employer at least thirty (30) days to remedy such condition, and if the Employer fails to remedy the condition, the Termination Date shall be on the thirty-first (31st) day after the notice is given."