Termination Due to a Change in Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive in a lump sum: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) a pro rata portion of any annual target bonus for the year of termination; and (iii) an amount equal to two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the target bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater; and (iv) benefits described in Sections 5(b)(I) and (II) below. The amounts described in Section 5(a)(i) and (ii) herein shall be paid no later than 45 days after the day on which employment is terminated. The amount described in Section 5(a)(iii) herein shall be paid on the first day of the month following a period of six (6) months after the termination of employment, provided that the payment may be made sooner if either (i) the amount does not exceed two times the lesser of (a) the Executive’s annual compensation for the year prior to the year in which employment is terminated; or (b) the maximum amount that may be taken into account under a qualified plan pursuant to Internal Revenue Code Section 401(a)(17) for such year (the “IRC Safe Harbor”) or (ii) at the Executive’s election, the amount described in Section 5(a)(iii) is reduced to fit within the IRC Safe Harbor. No payment will be made pursuant to Section 5(a)(iii) until the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”).
Termination Due to a Change in Control. The Executive may terminate this Agreement and his employment hereunder within one year of a Change in Control (as defined below) for Good Reason (as defined below) (such termination being hereinafter referred to as a “Termination due to a Change in Control”). A “Change in Control” shall be deemed to have occurred if (i) any “person” or group of “persons” (as the term “person” is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) (“Person”), acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) direct or indirect beneficial ownership of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of the Company (provided that acquisitions by the Executive or any existing stockholder of the Company owning more than 5% of the combined voting power of the then outstanding securities of the Company as of the date of this Agreement shall be ignored for this purpose) or (ii) a Person acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition by such Person) assets (by merger or otherwise) from the Company that have a total fair market value equal to or more than 50% of the total fair market value of all of the assets of the Company immediately prior to such acquisition. Notwithstanding the foregoing, for purposes of clause (i), a Change in Control will not be deemed to have occurred if the power to control (directly or indirectly) the management and policies of the Company is not transferred from a Person to another Person; and, for purposes of clause (ii), a Change in Control will not be deemed to occur if the assets of the Company are transferred: (A) to a stockholder in exchange for his stock, (B) to an entity in which the Company has (directly or indirectly) more than 50% ownership, or (C) to a Person that has (directly or directly) more than 50% ownership of the Company with respect to its stock outstanding, or to any entity in which such Person possesses (directly or indirectly) more than 50% ownership. As used in this Agreement, “Good Reason” means (i) the Executive is assigned without his consent to a position with responsibilities and duties of a materially lesser status than his responsibilities and duties hereunder; (ii) the Company relocates its principal executive offices to a location more than 50 miles from its location as of the date of this Agr...
Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability or election pursuant to subsections (a), (b) or (c) of this Section 12. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law. If Executive’s employment is terminated pursuant to subsection (d) of this Section 12, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of unused paid time off through the effective date of the termination; (ii) Executive’s accrued but unpaid Bonus, if any; (iii) business expenses incurred prior to the effective date of termination; and (iv) severance (the “Severance Payment”) consisting of six months of the Annual Salary, less legally required deductions. Company may elect in its sole discretion whether to pay the Severance Payment in one lump sum o...
Termination Due to a Change in Control. For protection against possible termination after a Change of Control (defined below) of the Company and to induce to continue to serve in Employee’s present capacity with the Company or in such other capacity to which Employee may be elected or appointed, the Company will provide severance benefits in the event the employment is terminated by the Company without Cause or by Executive for Good Reason after a change of control within one year after such Change of Control.
Termination Due to a Change in Control. Upon five (5) days' notice, Employee may terminate Employee's employment due to a Change in Control of the Company.
Termination Due to a Change in Control. (i) Upon the termination of the Executive’s employment hereunder due to a Termination due to a Change in Control, neither the Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement or otherwise, except the Accrued Rights and the Change in Control Severance Payments as provided herein. The Accrued Rights shall be paid to the Executive immediately upon termination or as otherwise provided pursuant to the applicable plan, practice, program or arrangement. In consideration for the Change in Control Severance Payments, and as a condition of the receipt thereof, the Executive agrees to execute a release releasing the Company and its Affiliates from all actions, claims, demands, causes of action, obligations, damages, liabilities, expenses and controversies of any nature, excluding those arising in connection with the enforcement of Executive’s indemnification rights. Such release must become effective on or before March 15th of the calendar year next following the calendar year in which such termination occurs. Provided the release becomes so effective, the Severance Payments shall be paid to the Executive (and full vesting with respect to stock options, restricted stock awards or other types of equity-based compensation shall occur) upon the effective date of the release (and no later than such March 15th date).
(ii) Notwithstanding any other provisions of this Agreement, if any of the benefits and payments provided under this Agreement, either alone or together with other benefits and payments which the Executive has the right to receive either directly or indirectly from the Company or any of its Affiliates, would constitute an excess parachute payment (the “Excess Payment”) under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive hereby agrees that the benefits and payments provided under this Agreement shall be reduced (but not below zero) by the amount necessary to prevent any such benefits and payments to the Executive from constituting an Excess Payment; provided, however, that such reduction shall be made only if, by reason of such reduction, the Executive’s net after-tax economic benefit shall exceed the net after-tax economic benefit to the Executive if such reduction were not made.
(iii) All determinations required to be made under clause (ii) of this Section 10(d), and the assumptions to be utilized in arriving at such determination, shall be mad...
Termination Due to a Change in Control. If Bank is subjected to a Change in Control (as defined in Section 5(b)(i)), and either Bank or its assigns terminates this Agreement without cause or Executive terminates this Agreement for good reason, then Bank shall pay Executive upon the effective date of such termination all salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of the annual target bonus for the year of termination, and in addition, an amount equal to three (3) times Executive's average annual W-2 compensation over the prior three years. Provided, however, that the payment described in this section 5(a)(i) will be less than the amount that would cause it to be a "parachute payment" within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code.
Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change of Control. If Executive’s employment is terminated pursuant to subsections (a), (b), or (c) of this paragraph, Company shall pay to Executive (i) Executive’s accrued but unpaid Annual Salary and the value of accrued but unused vacation pay through the effective date of the termination; (ii) Executive’s accrued but unpaid Annual Bonus, if any; and (iii) business expenses incurred prior to the effective date of termination. Executive shall not be entitled to continue to participate in any employee benefit plans except to the extent provided in such plans for terminated participants, or as may be required by applicable law.
Termination Due to a Change in Control. If Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5(f)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of any annual Target Bonus for the year of termination. In addition, Employer shall pay Executive an amount equal to two (2) times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the Target Bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater. In addition, Employer shall provide the benefits described in Sections 5(b)(i) and (ii) below. Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”).
Termination Due to a Change in Control. Executive’s employment may be terminated upon a Change in Control. For purposes of this Agreement, the term “Change in Control” shall mean the sale or disposition by Company to an unrelated third party of substantially all of its business or assets, or the sale of the capital stock of Company in connection with the sale or transfer of a Controlling Interest in Company to an unrelated third party, or the merger or consolidation of Company with another corporation as part of a sale or transfer of a Controlling Interest in Company to an unrelated third party. For purposes of this definition, the term “Controlling Interest” means the sale or transfer of Company’s securities representing at least 50.1% of the voting power. It will be presumed that a termination is a termination under this subsection (e) rather than a termination under subsection (d) (Election by Company) if Executive’s employment is terminated during the period that begins when negotiations for the Change in Control begin and ends on the six month anniversary of the closing of the Change in Control transaction and such termination is not a termination for cause pursuant to Section 11 or a termination resulting from Executive’s death, disability or election pursuant to subsections (a), (b) or (c) of this Section 12.
