Termination and Change in Control. In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 25 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates her employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount equal to two (2) times the sum of the Executive’s (A) Base Salary and (B) Highest Annual Bonus, payable in a lump sum within 30 days following such termination; and
(ii) continuation of group insurance coverages specified in Section 3.4(b) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank or the Company, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or the Company monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month period, the Executive and her dependents shall have such rights to continue to participate under the Bank’s or the Company’s group health benefit plan or group health plan benefits or of any successor to the Bank or the Company that results from the Change of Control at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank or the Company as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverages with another insurance carrier. The Bank’s or the Company’s obligation for the 24 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank or the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages and bene...
Termination and Change in Control. The provisions in the Plan regarding Termination and Change in Control shall apply to the Option.
Termination and Change in Control. In the event that Executive’s employment is terminated; (i) during the period beginning on the date a third person executes an agreement with the Company whereby the third party(ies) will purchase fifty percent (50%) or more of the assets or equity of the Company (the “Change in Control”) or otherwise begins a tender or exchange offer, circulates a proxy to stockholders, or takes other steps to effect a Change in Control and ending on the complete abandonment of that effort or (ii) at any time within two (2) years following the date on which a Change in Control occurs, then the Company shall provide to Executive the rights and benefits described in this Section 5 in lieu of all other benefits of a severance nature under Section 5.01 of this Agreement. The specific arrangements referred to in this Section 5.02 are not intended to exclude Executive’s participation in other benefit plans in which Executive currently participates or which are or may become available to executive personnel generally in the class or category of Executive or to preclude other compensation or benefits as may be authorized by the Board of Directors from time to time.
Termination and Change in Control. Except as set forth in Sections 6, 7, and 10.A, no benefits shall be payable under this Agreement unless there is a change in control of the Company, your employment is terminated, and your termination is a Qualifying Termination or a Qualifying Early Termination. Your termination is a Qualifying Termination if a change in control of the Company occurs and your employment subsequently terminates during the term of this Agreement, unless your termination is because of your death, by the Company for Cause or Disability, or by you other than for Good Reason. Your termination is a Qualifying Early Termination if a potential change in control of the Company occurs, your employment terminates during the pendency of the potential change in control of the company and during the term of this Agreement, the termination is in contemplation of a change in control of the Company, and an actual change in control of the Company occurs within one year following your termination, unless your termination is because of your death, by the Company for Cause or Disability, or by you other than for Good Reason. A transfer of your employment from the Company to one of its subsidiaries, from a subsidiary to the Company, or between subsidiaries is not a termination of employment for purposes of this Agreement.
Termination and Change in Control. The provisions in the Plan regarding Termination and Change in Control shall apply to the Stock Option.
Termination and Change in Control. The Executive shall be entitled to receive the payments described in this Section 8(d) upon the termination of the Executive’s employment within eighteen (18) months following a Change in Control provided, that Executive executes a general release in the form attached hereto as Exhibit C, unless such termination is (i) for Cause, (ii) by reason of death or Disability, or (iii) by the Executive without Good Reason. In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, Executive shall be entitled to receive, (i) within thirty (30) days after the applicable Date of Termination, a cash lump sum payment equal to the sum of (A) any accrued but unpaid salary as payable through such Date of Termination, and (B) two times the sum of (1) Executive’s Annual Salary as of the Date of Termination, and (2) the most recent Annual Bonus earned by the Executive pursuant to this Employment Agreement or, if higher, the Target Bonus Amount as of the Date of Termination, (ii) a prorated portion of Executive’s Annual Bonus through the Date of Termination, payable when and if it otherwise would have been payable, (iii) full and immediate vesting of any equity or equity-based awards (including stock options) then held by Executive, (iv) should Executive elect continuation of the medical and dental benefits under COBRA, payment of Executive’s costs for such coverage for a period of up to one year following the applicable Date of Termination; and (v) any other amounts or benefits required to be paid or provided, or which Executive is entitled to receive, as of the applicable Date of Termination, as provided for under any plan, program, policy, contract or agreement of the D&P Entities, including any severance plan or policy which is then applicable to Executive; provided, however, that if Executive is employed by an employer that is not a D&P Entity during the period provided for under Subsection (iv) above and is eligible to receive medical or dental benefits under such employer’s plans or is otherwise eligible to receive benefits under any governmental plan, then Executive shall no longer be entitled to such payments. For purposes of this Employment Agreement, the Executive’s employment shall be deemed to have been terminated without Cause following a Change in Control or by the Executive with Good Reason following a Change in Control if (x) the Executive’s ...
Termination and Change in Control. Except as expressly provided in Section 2(c), the provisions in the Plan regarding Termination and Change in Control shall apply to the Performance Stock Units.
Termination and Change in Control. The provisions in the Plan regarding Termination and Change in Control shall apply to the Option except that (a) the Option may be exercised by the Participant within 90 days after any voluntary Termination and within 180 days after a Termination on account of death or Disability; and (b) if the application of Plan provisions regarding Termination and Change in Control confers upon the Participant additional benefits (within the meaning of Treasury Regulation Section 1.424-1), the corresponding provisions in the Predecessor Option Agreement will apply instead.
Termination and Change in Control. The provisions in the Plan regarding Termination and Change in Control shall apply to the Shares.
Termination and Change in Control. In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated by the Employer without Cause, or (y) Executive terminates her employment for a Good Reason, then, subject to Section 6.2(c), the Executive shall receive (i) the Accrued Obligations as of the Date of Termination, (ii) an amount equal to 2.25 times the Executive’s Annual Base Salary, and (iii) COBRA Benefits for a period of twenty-four (24) months from the Date of Termination, with one hundred percent (100%) of premiums for the insurance coverages payable by the Employer monthly to the Executive for a period of twenty-four (24) months from the Date of Termination. The Executive acknowledges and agrees that Severance Benefits pursuant to this Section 6.2(b) 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 Section 6.2(b) of this Agreement.
