Stay-on Bonus. As an inducement to Employee to remain in the employ of the Company during and following a Change in Control, in the event that the Employee remains an employee of the Company or its subsidiary or affiliate for a period of at least one year following a Change in Control, in addition to Employee’s regular annual salary, bonus and other compensation to which the Employee may be entitled, the Company shall pay Employee at and as of the anniversary date of the Change in Control, as a special one-time stay-on bonus, a lump sum payment in an amount equal to the Employee’s Annual Base Salary in effect immediately prior to the date on which the Change in Control occurs.
Stay-on Bonus. (i) If Employee is employed on a date on which the Board of Directors of Company or Parent approves a transaction described in clause (iii) of Paragraph 1(b) and the shareholders of Company or Parent, as applicable subsequently approve such transaction, provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder, Employee shall receive a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to such date, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which such date occurs; provided Employee is employed on the fifth (5th) day following the closing of such transaction. Payment hereunder shall be made on the fifth (5th) business day following the closing of such a transaction. (ii) If the Employee’s employment is terminated by the Company following such approval by the applicable Board of Directors of a transaction described in subparagraph (i) of this Paragraph (g) (provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder), and prior to the fifth (5th) day following the closing of such transaction for any reason other than for Cause, or Employee’s death, or Employee’s attainment of age sixty-five (65), or if Employee’s employment is terminated during such period by reason of Employee’s Disability, or if Employee shall voluntarily terminate Employee’s employment during such period for Good Reason, then, in addition to the amounts payable to Employee pursuant to Section 7, Employee shall be paid a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to the date of termination, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which termination occurs. Payment under (ii) shall be made on the later of the first day of the seventh (7th) month following the Employee’s termination of Employment, or on the fifth (5th) business day following the closing of such transaction.
Stay-on Bonus. Subject to the further provisions of this Agreement, the Company shall pay to Employee a cash bonus of $37,500.00 on the effective date on which more than 40% of Parent's $325 million subordinated bonds are satisfied, exchanged or restructured (the "First Date"), provided Employee continues to be an employee of the Company on the First Date. Notwithstanding the foregoing however, if Employee's employment with the Company is terminated prior to the First Date by the Company without Cause, then the Company shall pay Employee the bonus amount provided above at the time that such bonus otherwise becomes payable, if ever. As used herein, "Cause" means (i) the willful failure by Employee to perform his duties and responsibilities with the Company (other than any such failure resulting from his mental or physical impairment), (ii) any gross misconduct or gross negligence of Employee in the performance of Employee's duties, (iii) any theft or embezzlement of Company property by Employee, or (iv) the conviction (or plea of nolo contendere) of Employee for a felony. If Employee's employment terminates for any other reason prior to the First Date, no bonus shall be payable under this Agreement.
Stay-on Bonus. If Executive is employed on a date on which the Board of Directors of Company or Parent approves a transaction described in clause (iii) of Paragraph 1(b), and the shareholders of Company or Parent, as applicable, subsequently approve such transaction, Executive shall receive a lump sum equal to the base salary of Executive, at the rate in effect immediately prior to such date, plus an amount equal to the target percentage of the midpoint of Executive's salary grade under the Company's Officers Incentive Program for the year in which such date occurs; provided Executive is employed on the fifth day following the closing of such transaction. If Executive's employment is terminated by Company following such approval by the applicable Board of Directors and prior to the fifth day following the closing of such transaction for any reason other than for Cause, or Executive's death, or Executive's attainment of age sixty-five (65), or if Executive's employment is terminated during such period by reason of Executive's Disability, or if Executive shall voluntarily terminated Executive's employment during such period for Good Reason, then, in addition to the amounts payable to Executive pursuant to Section 7, Executive shall be paid a lump sum equal to the base salary of Executive, at the rate in effect immediately prior to the date of termination, plus an amount equal to the target percentage of the midpoint of Executive's salary grade under the Company's Officers Incentive Program for the year in which termination occurs.
Stay-on Bonus. In the event Executive remains actively employed by the Company for the 12-month period immediately following the date of a Change in Control, Executive shall be entitled to receive a “Stay-on Bonus” payment in an amount to be determined by the successor. In no event will the amount of the Stay-on Bonus be less than three (3) months of Executive’s Base Salary as of the day before the Change in Control occurred. Such Stay-on Bonus, if due, shall be paid in a lump sum within thirty (30) days of the end of the respective 12-month period following the Change in Control. Executive acknowledges and agrees that he is not entitled to any pro-rata Stay-on Bonus in the event he works less than twelve (12) months following the Change in Control.
Stay-on Bonus. Seller, and not JANY, will pay any stay-on bonus to JANY employees announced on or before the Closing Date.
Stay-on Bonus. (i) If Employee is employed on a date on which the Board of Directors of Company or Parent approves a transaction described in clause (iii) of Paragraph 1(b) and the shareholders of Company or Parent, as applicable subsequently approve such transaction, provided that such transaction qualifies as a “Change in Control” within the meaning of Section 409A of the Code and regulations issued thereunder, Employee shall receive a lump sum equal to the base salary of Employee, at the rate in effect immediately prior to such date, plus an amount equal to the target percentage of the midpoint of Employee’s salary grade under the Company’s Officers Incentive Program for the year in which such date occurs; provided Employee is employed on the fifth (5th) day following the closing of such transaction. Payment hereunder shall be made on the fifth (5th) business day following the closing of such a
Stay-on Bonus. In the event that a merger occurs between the Company and Valley National Bancorp ("Valley") pursuant to the Agreement and Plan of Merger between such parties dated March 19, 2008, that would constitute a Change in Control under this Agreement, Executive shall be eligible to receive a stay-on bonus of up to $100,000, subject to ordinary tax withholdings; however, Executive will not receive this payment if the Company was placed in conservatorship or receivership in connection with such Change in Control and the Board of Directors of the Company determines in good faith that the Change in Control was directed by or otherwise required by the FDIC. In no event may the aggregate amount payable hereunder equal or exceed the difference between (i) the product of 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under Section 280G(b)(2) of the Code) that the Executive receives on account of the Change in Control. In order to be eligible for this bonus, Executive must cooperate promptly with all merger, integration, and/or business activities, including without limitation: (i) gathering all requested information and documentation; (ii) assigning, preparing, presenting management presentations and completely responding to any questions and answers; (iii) assisting, preparing, reviewing, and completing documents associated with the merger integration process; and (iv) maintaining the confidentiality of information. For purposes of this paragraph, "Just Cause" shall include the items identified in paragraph 2(c) of the Agreement and items (i)-(iv) identified above. The bonus shall be paid on the following dates, provided that Executive is working for Valley, the entity resulting from the merger of Valley and the Company, and/or any subsidiaries of the same (collectively, the “Resulting Company”) at the time of the payment and has satisfactorily performed his duties for the Resulting Company as determined by it in its reasonable discretion: (i) One third of the bonus ($33,333.33) will be paid 30 days after the closing of the merger; (ii) one third of the bonus ($33,333.33) will be paid 60 days after the closing of the merger; (iii) one third of the bonus ($33,333.34) will be paid 90 days after the closing of the merger, provided that the last payment is made no later than March 15 of the year following the year in which the Change in...
Stay-on Bonus. Provided that Employee remains employed with the Company in good standing through the Separation Date, the Company agrees to pay Employee a stay-on bonus of $50,000 on the Separation Date.
