Common use of Termination and Change in Control Clause in Contracts

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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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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 his 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 the sum of two (2) times the sum of the Executive’s (A) Base Salary and (B) Highest Annual BonusBonus and (C) annual automobile allowance (as provided in Section 3.4(b) of this Agreement), payable in a lump sum within 30 days following such termination; and (ii) continuation of group insurance coverages specified in Section 3.4(b3.3(c) 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 Company and the CompanyBank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her his 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 date of Terminationtermination. After such expiration of the 24 month period, the Executive and her his dependents shall have such rights to continue to participate under the Bank’s or the Company’s group health benefit benefits plan or the 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 benefitexpense. The Executive agrees to notify the Bank or and 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 carrieremployer. The Bank’s or obligation of the Company’s obligation Company and the Bank 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 Company and 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 30 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 his 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 the amount equal to two (2) times the sum of the Executive’s (A) Base Salary and (B) Highest the Average Annual Bonus, payable in a lump sum within 30 days following such termination; of the Date of 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 his dependents pursuant to 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 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 his 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 insurance coverages specified in Section 3.4(b) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 10 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 his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance severence benefits consisting of: (i) a cash payment in an amount equal to two (2) 1.25 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(b3.4 (c) 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 CompanyBank, for a period of 24 15 months from the Date of Termination, including continuation of medical coverage for the Executive and her his 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 15 months from the Date date of Terminationtermination. After such expiration of the 24 15 month period, the Executive and her his dependents shall have such rights to continue to participate under the Bank’s or the Company’s group health benefit benefits plan or the 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 benefitexpense. 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 carrieremployer. The Bank’s or the Company’s obligation for the 24 15 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 10 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 his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance severence 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(b3.4 (c) 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 CompanyBank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her his dependents pursuant to 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 the Company monthly to the Executive for a period of 24 18 months from the Date of TerminationTermination and monthly reimbursement to the Executive for the next 6 months. After such expiration of the 24 month period, the Executive and her his 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 insurance coverages specified in Section 3.4(c) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 employmentemployment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Cxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates her employmentthe Executive’s employment and upon the execution of the Release Agreement by the Executive, 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 Average Annual Bonus, payable in a lump sum within 30 days following such termination; and (ii) continuation of group insurance coverages coverage specified in Section 3.4(b3.2(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 the Executive’s dependents pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bill No. 1401 (“Cal COBRA”), with one hundred percent (100%) of premiums for the insurance coverages coverage 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 the Executive’s 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 insurance coverage specified in Section 3.2(b) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 coverage 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 coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages coverage and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her the Executive’s termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 the 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 30 miles or more in the Executive’s location of employment, or any material reduction in the Executive’s compensation or benefits benefits, or the Bank materially breaches this Agreement and the Executive voluntarily terminates her the Executive’s 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 Average Annual Bonus, Bonus payable in a lump sum within 30 days following such termination; and (ii) continuation of group insurance coverages specified in Section 3.4(b3.3(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 the Executive’s dependents pursuant to 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 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 the Executive’s 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 insurance coverages specified in Section 3.3(b) (subject to the Bank or the Company that results from the Change last sentence of Control Section 3.3(b)) of this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her of the Executive’s termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 employmenthis employment and this Agreement for Good Reason, 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) 2.75 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(b3.5 (c) 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 Company and the CompanyBank, for a period of 24 36 months from the Date of Termination, including continuation of medical coverage for the Executive and her dependents pursuant to COBRA, or under Cal COBRA, Termination 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 36 months from the Date of Termination, (including for the first 18 months of such 36 month period continuation of medical coverage for the Executive and his dependents pursuant to COBRA or under Cal COBRA). After such expiration of the 24 36 month period, the Executive and her his dependents shall have such rights to continue to participate under the Bank’s or the Company’s group health benefit benefits plan or the 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 benefitexpense. The Executive agrees to notify the Bank or and 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 carrieremployer. The Bank’s or obligation of the Company’s obligation Company and the Bank for the 24 36 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 Company and 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. (iii) The Company shall at its sole expense, as incurred, reimburse Executive up to $5,000 for bona-fide, professional out-placement services upon presentation of receipts, invoices or other appropriate evidence of such expense in accordance with policies of the Company. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 30 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 his 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 Average Annual Bonus, Bonus payable in a lump sum within 30 days following such termination; and (ii) continuation of group insurance coverages specified in Section 3.4(b3.5(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 his dependents pursuant to 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 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 his 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 insurance coverages specified in Section 3.5(b) (subject to the Bank or the Company that results from the Change last sentence of Control Section 3.5(b))of this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 Executive voluntarily terminates the Executive’s positionemployment and this Agreement for Good Reason, responsibilities, duties, or a change and upon execution of 25 miles or more in the Release Agreement by 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 and three-fourths (22.75) times the sum of the Executive’s (A) Base Salary and (B) Highest Annual Average Bonus, payable in a lump sum within 30 60 days following such termination; andthe Date of Termination. (ii) continuation of group insurance coverages coverage specified in Section 3.4(b3.3(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 CompanyBank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her the Executive’s dependents pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bill No. 1401 (“Cal COBRA”), with one hundred percent (100%) of premiums for the insurance coverages coverage payable by the Bank Company or the Company Bank 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 the Executive’s 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 insurance coverage specified in Section 3.3(b)) at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank Company or the Company Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverages coverage with another insurance carrier. The BankCompany’s or the CompanyBank’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 Company or the Company Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages coverage and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her Executive’s termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 30 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 his 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 Average Annual Bonus, 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 his dependents pursuant to 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 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 his 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 insurance coverages specified in Section 3.7(b) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 10 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 his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance severence benefits consisting of: (i) a cash payment in an amount equal to two (2) 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(b3.4 (c) 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 CompanyBank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her his 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 18 months from the Date date of Terminationtermination. After such expiration of the 24 month period, the Executive and her his dependents shall have such rights to continue to participate under the Bank’s or the Company’s group health benefit benefits plan or the 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 benefitexpense. 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 carrieremployer. 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 Executive voluntarily terminates 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 employment and Executive voluntarily terminates her employmentthis Agreement for Good Reason, 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 and three-fourths (22.75) times the sum of the Executive’s (A) Base Salary and (B) Highest Annual Average Bonus, payable in a lump sum within 30 days following such terminationthe Date of Termination; and (ii) continuation of group insurance coverages coverage specified in Section 3.4(b3.3(c) 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 Company or the CompanyBank, for a period of 24 36 months from the Date of Termination, including continuation of medical coverage for the Executive and her the Executive’s dependents pursuant to 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 coverage payable by the Bank Company or the Company Bank monthly to the Executive for a period of 24 36 months from the Date of Termination. After such expiration of the 24 36 month period, the Executive and her the Executive’s 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 insurance coverage specified in Section 3.3(c) (subject to the Bank or the Company that results from the Change last sentence of Control Section 3.3(c)) at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank Company or the Company Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverages coverage with another insurance carrier. The BankCompany’s or the CompanyBank’s obligation for the 24 36 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 Company or the Company Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages coverage and benefits required to be provided hereunder. 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 Code, as determined by the Bank Company or the CompanyBank, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her Executive’s termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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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 10 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 severence benefits consisting of: (i) a cash payment in an amount equal to two one (21) 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(b3.4 (c) 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 12 months from the Date of Termination, including continuation of medical coverage for the Executive and her dependents pursuant to 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 the Company monthly to the Executive for a period of 24 12 months from the Date of Termination. After such expiration of the 24 12 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 insurance coverages specified in Section 3.4(c) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 12 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 30 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 Average 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(b3.2(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 Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bill No. 1401 (“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 insurance coverages specified in Section 3.2(b) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. BN 18639609v2 Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 employmentemployment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates her employmentthe Executive’s employment and upon execution of the Release Agreement by the Executive, 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 Average Bonus, payable in a lump sum within 30 days following such terminationthe Date of Termination; and (ii) continuation of group insurance coverages coverage specified in Section 3.4(b3.3(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 CompanyBank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her the Executive’s dependents pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bill No. 1401 (“Cal COBRA”), with one hundred percent (100%) of premiums for the insurance coverages coverage payable by the Bank Company or the Company Bank 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 the Executive’s 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 insurance coverage specified in Section 3.4(b) at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank Company or the Company Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverages coverage with another insurance carrier. The BankCompany’s or the CompanyBank’s obligation for the 24 month period BN 70487409v1 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 Company or the Company Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages coverage and benefits required to be provided hereunder. 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 Code, as determined by the Bank Company or the CompanyBank, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her Executive’s termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 10 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 his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance severence 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(b3.4 (c) 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 CompanyBank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and her his dependents pursuant to 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 the Company monthly to the Executive for a period of 24 18 months from the Date of TerminationTermination and monthly reimbursement to the Executive for the next 6 months. After such expiration of the 24 month period, the Executive and her his 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 insurance coverages specified in Section 3.4(c) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 the 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 30 miles or more in the Executive’s location of employment, or any material reduction in the Executive’s compensation or benefits and the Executive voluntarily terminates her the Executive’s 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 Average Annual Bonus, 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 the Executive’s dependents pursuant to 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 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 the Executive’s 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 insurance coverages specified in Section 3.4(b) (subject to the Bank or the Company that results from the Change last sentence of Control Section 3.4(b))of this Agreement 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her of the Executive’s termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 10 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 severence benefits consisting of: (i) a cash payment in an amount equal to two one and one quarter (21.25) 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(b3.4 (c) 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 12 months from the Date of Termination, including continuation of medical coverage for the Executive and her dependents pursuant to 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 the Company monthly to the Executive for a period of 24 12 months from the Date of Termination. After such expiration of the 24 12 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 insurance coverages specified in Section 3.4(c) of any successor to the Bank or the Company that results from the Change of Control this Agreement 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 12 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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 10 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 his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance severence benefits consisting of: (i) a cash payment in an amount equal to two (2) 1.5 times the sum of the Executive’s (A) Base Salary and Salary, (B) Highest Annual BonusBonus and (C) annual automobile allowance (as provided in Section 3.4(b) of this Agreement), payable in a lump sum within 30 days following such termination; and (ii) continuation of group insurance coverages specified in Section 3.4(b3.4 (c) 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 Company and the CompanyBank, for a period of 24 12 months from the Date of Termination, including continuation of medical coverage for the Executive and her his 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 12 months from the Date date of Terminationtermination. After such expiration of the 24 12 month period, the Executive and her his dependents shall have such rights to continue to participate under the Bank’s or the Company’s group health benefit benefits plan or the 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 benefitexpense. The Executive agrees to notify the Bank or and 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 carrieremployer. The Bank’s or obligation of the Company’s obligation Company and the Bank for the 24 12 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 Company and 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 benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverages and benefits required to be provided hereunder. 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 Code, as determined by the Bank or the Company, 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 Section 7 of this Agreement. 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. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event her his termination of employment results from an occurrence described in Sections 6.1(a), 6.1(b) or 6.1(c).

Appears in 1 contract

Samples: Employment Agreement (Heritage Commerce Corp)

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