Special Termination Payments. In the event a Terminating Event occurs within twelve (12) months after a Change in Control in lieu of any payments under the Employment Letter (as hereinafter defined),
(a) the Company shall pay to the Executive, in addition to the payment, if any, required by Section 5, an amount equal to 100% of the Executive's annual salary as in effect immediately prior to the Change in Control, said amount shall be paid in one lump sum payment no later than thirty-one (31) days following the Date of Termination (as such term is defined in Section 9(b)); and
(b) the Company shall continue to provide health, dental, long-term disability, life insurance and other fringe benefits to the Executive, on the same terms and conditions (including any required co-payments) as though the Executive had remained an active employee, for twelve (12) months; and
(c) the Company shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(c) above, such benefits to be determined as though the Executive's employment had terminated at the end of such period.
Special Termination Payments. In the event a Terminating Event occurs within three (3) years after a Change in Control, including Executive’s election to terminate employment, upon written notice from the Executive to the Employer.
(a) the Employer shall pay to the Executive an amount equal to the sum of the following:
(i) 2.00 times the amount of the current base salary of the Executive, determined prior to any reductions for pre-tax contributions to a cash or deferred arrangement or a cafeteria plan; and
(ii) 2.00 times the amount of the bonus that was actually paid to the Executive in the year of the Change in Control; and
(iii) 2.00 times the amount equal to the 401 (k) match and the profit sharing portion of the 401 (k) contribution which Executive would have received in the year of the Change in Control; and
(iv) 2.00 times the amount equal to 401 (k) restoration payment, if any, made to the Executive in the year of the Change in Control; and
(v) 2.00 times the amount equal to any payment made to the Executive under the supplemental executive retirement plan for members of the executive management group; and
(vi) all bonus payments relating to prior year bonuses and related contingent payments that have yet to be fully paid for any reason. Said amount shall be paid in one lump sum payment no later than thirty-one (31) days following the Date of Termination (as such term is defined in Section 8(b)); and
(b) the Employer shall, regardless of whether Employer is unable to utilize Company related benefit plans, continue to provide to the Executive at Employer’s expense certain benefits, including, without limitation, medical, dental, long-term disability, accidental death and dismemberment insurance, life insurance and other fringe benefits received by Executive in the year of a Change in Control, on the same terms and same conditions as though the Executive had remained an active employee, for twenty-four (24) months. At Executive’s election, the Employer will be required to pay to Executive the cash equivalent of the foregoing, determined by a reputable accounting or actuarial firm selected by the Executive and paid for by Employer; and
(c) the Employer shall transfer or roll over any restricted stock or options granted by the Company to the Executive to the successor entity after a Change in Control; and
(d) the Employer shall provide Executive with professional advice of a financial planner, or actuary or an accountant of Executive’s choice to help Executive determine which elect...
Special Termination Payments. In the event a Terminating Event occurs,
(a) the Employers shall pay to the Executive an amount equal to the sum of the following:
(i) three (3) times the amount of the then current annual base salary of the Executive, determined prior to any reductions for pre-tax contributions to a cash or deferred arrangement or a cafeteria plan; and
(ii) three (3) times the then current target annual bonus of the Executive. For purposes of (ii) above, the Executive's current target annual bonus shall in no event be deemed to be less than the Executive's current annual base salary as used for purposes of (i) above. The foregoing amount shall be paid in one lump sum payment no later than thirty-one (31) days following the Date of Termination; and
(b) the Employers shall continue to provide health, dental and life insurance to the Executive, on the same terms and conditions as though the Executive had remained an active employee, for thirty-six (36) months after the Terminating Event; and
(c) the Employers shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b) above, such benefits to be determined as though the Executive's employment had terminated at the end of such period; and
(d) the Employers shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive. Notwithstanding the foregoing, the special termination benefits required by Section 4(a) shall be offset by any amount paid or payable to the Executive by the Employers under the terms of any other plan.
Special Termination Payments. In the event a Terminating Event occurs within 24 months after a Change in Control, subject to the signing by Executive of a release of employment-related claims reasonably acceptable to the Company (or its successor),
(a) the Company shall pay to the Executive an amount equal to two (2) times the sum of Executive's (i) most recent annual base salary (or Executive's annual base salary immediately prior to the Change in Control, if higher), (ii) the cash bonus awarded for the fiscal year of the Company most recently ended prior to the Change of Control, if any, and (iii) the value of the entire restricted stock grant (determined using the fair market value on the date of grant, less consideration paid, if any, of both the vested and unvested portion of the total grant, without regard to any restrictions thereon) awarded for the fiscal year of the Company most recently ended prior to the Change of Control, if any. Said amount shall be paid in one lump sum payment no later than 31 days following the date of termination; and
(b) the Company shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive. Notwithstanding the foregoing, the special termination benefits required by Section 4(a) hereof shall be reduced by any amount paid or payable to the Executive by the Company pursuant to any employment or similar agreement between the Company and the Executive (or any employment or similar agreement to which the Executive becomes a party after the date hereof), on account of the termination of employment of the Executive.
Special Termination Payments. In the event a Terminating Event occurs within three (3) years after a Change in Control, including Executive’s election to terminate employment, upon written notice from the Executive to the Employer.
(a) the Employer shall pay to the Executive an amount equal to the sum of the following:
Special Termination Payments. In the event a Terminating Event occurs within twenty-four (24) months after a Change in Control,
(a) the Employers shall pay to the Executive an amount equal to the following:
(i) $3,000,000 if the Date of Termination (as such term is defined in Section 9(b)) is in calendar year 1998; or
(ii) $3,300,000 if the Date of Termination is in calendar year 1999; or
(iii) $3,630,000 if the Date of Termination is in calendar year 2000 or later. Said amount shall be paid in one lump sum payment no later than thirty-one (31) days following the Date of Termination; and
(b) the Employers shall continue to provide health, dental and life insurance to the Executive, on the same terms and conditions as though the Executive had remained an active employee, for thirty-six (36) months after the Terminating Event; and
(c) the Employers shall provide COBRA benefits to the Executive following the end of the period referred to in Section 4(b) above, such benefits to be determined as though the Executive's employment had terminated at the end of such period; and
(d) the Employers shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and
(e) the Employers shall provide to the Executive financial counseling, tax preparation assistance and outplacement counseling for thirty-six (36) months after the Terminating Event. Notwithstanding the foregoing, the special termination benefits required by Section 4(a) shall be offset by any amount paid or payable to the Executive by the Employers under the terms of any other plan.
Special Termination Payments. In the event a Terminating Event occurs,
(a) the Corporation and/or the Bank shall pay to the Executive an amount equal to the sum of the following:
(i) (______) times the amount of the then current annual base salary of the Executive, determined prior to any reductions for pre-tax contributions to a cash or deferred arrangement, a cafeteria plan, or a deferred compensation plan; and
(ii) (______) times the Executive's highest bonus paid in the two years prior to the Change in Control. The foregoing amount shall be paid in one lump sum payment within thirty days after the Date of Termination; and
(b) the Corporation and/or the Bank shall continue to provide health, dental and life insurance to the Executive, on the same terms and conditions as though the Executive had remained an active employee, for ______ (______) months after the Terminating Event;
(c) the Corporation and/or the Bank shall provide the Executive with _____ (______) months of additional benefit accrual under the Corporation’s and the Bank's supplemental retirement plans, but only to the extent the Executive was eligible to participate in such plan immediately prior to the Change in Control; and
(d) the Corporation and/or the Bank shall pay to the Executive all reasonable legal and arbitration fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive.
Special Termination Payments. In the event a Terminating Event occurs within 24 months after a Change in Control, subject to the signing by Executive of a release of employment-related claims reasonably acceptable to the Company (or its successor),
(i) the Company shall pay to the Executive an amount equal to three (3) times the sum of Executive's (i) most recent annual base salary (or Executive's annual base salary immediately prior to the Change in Control, if higher), (ii) the cash bonus awarded for the fiscal year of the Company most recently ended prior to the Change of Control, if any, and (iii) the value of the entire restricted stock grant (determined using the fair market value on the date of grant, less consideration paid, if any, of both the vested and unvested portion of the total grant, without regard to any restrictions thereon) awarded for the fiscal year of the Company most recently ended prior to the Change of Control, if any. Said amount shall be paid in one lump sum payment no later than 31 days following the date of termination; and
(b) the Company shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive.
Special Termination Payments. (a) In the event the Executive remains employed by the Employers through the Termination Date or the Executive's employment with the Employers terminates pursuant to an Involuntary Termination, the Employers shall reimburse the Executive for the full cost of continuing the health, dental and/or life insurance coverage in effect for the Executive immediately prior to the Termination Date or date of Involuntary Termination, whichever is relevant, to the extent available, or any similar coverage obtained by the Executive, for up to thirty-six (36) months after the Termination Date or date of Involuntary Termination, whichever is relevant.
(b) The Employers shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive.
Special Termination Payments. In the event a Terminating Event occurs within 24 months after a Change in Control, subject to the signing by Executive of a release of employment-related claims reasonably acceptable to the Company (or its successor),
(a) the Company shall pay to the Executive an amount equal to two (2) times the sum of Executive’s (i) most recent annual base salary (or Executive’s annual base salary immediately prior to the Change in Control, if higher), (ii) the (A) average of cash bonuses earned as a percentage of Executive’s maximum cash bonus potential for the three most recently completed fiscal years, exclusive of investment performance bonuses earned, if any, multiplied by (B) the Executive’s maximum cash bonus potential (exclusive of investment performance bonus potential) expressed as a percentage of annual base salary and multiplied by (C) the Executive’s most recent annual base salary (or the Executive’s annual base salary immediately prior to the Change in Control, if higher) and (iii) the value of 50% of the maximum restricted equity award (determined using the fair market value of the shares immediately prior to the Change in Control, without regard to any restrictions thereon) for the fiscal year of the Company in which the Change in Control occurs. Said amount shall be paid in one lump sum payment no later than 31 days following the date of termination; and
(b) the Company shall pay to the Executive all reasonable legal and mediation fees and expenses incurred by the Executive in obtaining or enforcing any right or benefit provided by this Agreement, except in cases involving frivolous or bad faith litigation initiated by the Executive; and