Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean a change in control with respect to the Bank or its parent holding company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the combined voting power of the Bank or holding company's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank or company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. The Executive may terminate his employment under this Agreement by giving at least ninety (90) days prior written notice to the Bank at anytime (1) within eighteen (18) months of the effective date of a "change in control", or (2) after the occurrence, at any time subsequent to a "change in control," of any of the following events, without Executive's express written consent:
Appears in 14 contracts
Samples: Employment Agreement (First Federal Capital Corp), Employment Agreement (First Federal Capital Corp), Employment Agreement (First Federal Capital Corp)
Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean a change in control with respect to the Bank or its parent holding company the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the combined voting power of the Bank or holding companyCompany's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank or company Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. The Executive may terminate his employment under this Agreement by giving at least ninety (90) days prior written notice to the Bank at anytime any time (1i) within eighteen (18) months of the effective date of a "change in control", or (2ii) after the occurrence, at any time subsequent to a "change in control," of any of the following events, without Executive's express written consent:
Appears in 2 contracts
Samples: Employment Agreement (Hallmark Capital Corp), Employment Agreement (Hallmark Capital Corp)
Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean a change in control with respect to the Bank or its parent holding company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the combined voting power of the Bank or holding company's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank or company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. The Executive may terminate his her employment under this Agreement by giving at least ninety (90) days prior written notice to the Bank at anytime any time (1i) within eighteen twelve (1812) months of the effective date of a "change in control", or (2ii) after the occurrence, at any time subsequent to a "change in control," of any of the following events, without Executive's express written consent:
Appears in 1 contract
Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean a change in control with respect to the Bank or its parent holding company Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the combined voting power of the Bank or holding company's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank or company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. The Executive may terminate his employment under this Agreement by giving at least ninety (90) days prior written notice to the Bank at anytime within twelve (1) within eighteen (1812) months of the effective date of a "change in control", or (2) after the occurrence, at any time subsequent to a "change in control," of any of the following events, without Executive's express written consent:.
Appears in 1 contract