Termination Due to a Change of 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 (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years; and (iii) 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 forty-five (45) days after the day on which employment is terminated. No payment will be made pursuant to Section 5.a.(ii) unless 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”) and the Release Agreement has become irrevocable prior to the payment date.
Termination Due to a Change of Control. (a) In accordance with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event.
(b) If a Sale Event occurs and the Company, its subsidiaries or a successor entity, as the case may be, terminates this Agreement and the employment of Executive without Cause or Executive terminates this Agreement and his employment for Good Reason, in either case within 12 months following such Sale Event, then in lieu of the payments and benefits provided for in Section 5.3, Executive shall be entitled to receive the Accrued Benefit and the following payments and benefits (the “Change in Control Severance):
(i) an additional 12 months of Annual Salary at (i) the rate in effect at termination or, (ii) $150,000, payable in a lump sum;
(ii) an additional 12 months of bonus payout earned out at 100% of plan
(iii) a monthly cash payment equal to the monthly employer contribution the Company would have made to provide Executive group health, dental and all other insurance coverages to Executive and his family, pursuant to COBRA, if eligible and elected, for a period of 12 months, or until the expiration of the Executive’s COBRA continuation period, if earlier; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder ocf any COBRA continuation period pursuant to applicable law and Executive shall notify the Company immediately upon acceptance of employment with another employer;
(iiii) accelerated vesting of all unvested stock options or equity awards.
(c) The Change in Control Severance shall not be paid or given unless Executive executes the Release Agreement and the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s employment becomes effective. The payments under Section 5.4(b)(i) and (ii) shall be paid to Executive in a lump sum on the first payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that if the 60 day period in which the Release Agreement is required to become effective and enforceable beg...
Termination Due to a Change of Control. (i) If Executive terminates Executive’s employment under this Agreement during the 180-day period following the date of the occurrence of a “Change of Control” of Block then, upon any such termination of Executive’s employment and conditioned on Executive’s execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive’s election (the “Change of Control Election”) of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the “Severance Plan”) as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive’s last day of active employment by the Company or any Affiliate (the “Last Day of Employment”), as if Executive had incurred a “Qualifying Termination” (as such term is defined in the Severance Plan); provided, however, (1) Executive will be credited with no less than 12 “Years of Service” (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive’s Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary, and (2) all restrictions on any nonvested Restricted Shares awarded to Executive pursuant to Section 1.03(e) of this Agreement shall terminate (and such Restricted Shares shall be fully vested), notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive’s Last Day of Employment of Executive’s Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate.
(ii) For the purpose of this subsection, a “Change of Control” means:
Termination Due to a Change of 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 (as defined in Section 5.f.(ii)) (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 their employment for Good Reason (as defined in Section 5.f.(iii)) within seven hundred and thirty days of such Change of Control, then Employer shall pay Executive: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to two times Executive’s highest Base Salary over the prior three years, and (iii) an amount equal to two times Executive’s average Profit Share over the prior three years. The amounts described in clause (i) shall be paid no later than three business days after the date on which employment is terminated. The amounts described in clauses (ii), and (iii) herein shall be paid no later than forty-five calendar days after the day on which employment is terminated. No payment will be made pursuant to clauses (ii) and (iii) unless 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”) and the Release Agreement has become irrevocable prior to the payment date.
Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years 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.
(i) In addition, Employer shall pay Executive an amount equal to 1.5 times Executive’s highest Base Salary over the prior three (3) years, plus an amount equal to 1.5 times the annual bonus last paid hereunder or 1.5 times the average bonus paid over the prior three (3) years, whichever is greater (“Severance Benefit”). 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”). The Employer’s obligation to pay the Severance Benefit under this section continues for up to two (2) years after the Agreement terminates provided that the Change of Control (as defined in Section 5(g)(i)) occurs during the Term of the Agreement, and the Executive is terminated without Cause or terminates his employment for Good Reason within two (2) years of such Change of Control. The provisions of this paragraph will survive termination of the Agreement.
(ii) Executive shall also be entitled to Severance Benefit if Employer terminates Agreement without Cause prior to a Change of Control if such termination occurs at any time from and after ninety days prior to the public announcement by the Employer or any other party of a transaction which will result in a Change of Control; provided that the effective date of the Change of Control occurs within eighteen (18) months of Executive’s termination.
(iii) Payment of the Severance Benefit under this section is subject to and condition on compliance with subsection 5(b).
Termination Due to a Change of Control. Upon the termination of the Term due to a Change of Control, the Company shall pay the amounts to and provide the benefits for the Executive as set forth in Section 7.1 and 7.4 hereof.
Termination Due to a Change of Control. If, within the two (2) year period commencing on a Change of Control of the Company, (A) the Executive experiences an Involuntary Termination, or (B) the Executive experiences circumstances constituting Good Reason and terminates his employment with the Company or a Company Entity for Good Reason prior to the first anniversary of the date on which such circumstances constituting Good Reason initially occur (which, for the avoidance of doubt, may be after the two (2) year anniversary of the Change of Control), the Executive shall be entitled to receive the compensation and benefits listed below, subject to his compliance with the terms of Section 5(f):
(i) The Company shall pay or provide to the Executive the following payments and benefits:
(A) Any Accrued Benefits, payable as soon as practicable after the Termination Date;
(B) A lump sum payment equal to the Executive’s Base Salary multiplied by the Severance Multiple payable within sixty (60) days following the Termination Date; provided that, if the sixtieth (60th) day following the Termination Date falls in the calendar year following the calendar year in which the Termination Date occurs, payment will not be made prior to the first day of the calendar year following the calendar year in which the Termination Date occurs; provided further that, if the Executive is a Specified Employee on the Termination Date, any amounts payable under this Section 5(e)(i)(B) in excess of the Separation Pay Limit shall be paid to the Executive in a lump sum on the first day following the six (6) month anniversary of the Termination Date;
(C) A lump sum payment equal to the Target Bonus multiplied by the Severance Multiple, payable on the Release Effective Date or as soon thereafter as is practicable, but no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs;
(D) A lump sum payment equal to the pro-rata Target Bonus, payable on the Release Effective Date or as soon thereafter as is practicable, but no later than March 15 of the calendar year following the calendar year in which the Termination Date occurs;
(E) If the Executive continues to receive health benefits (including, medical, prescription, dental, vision and health care reimbursement account benefits) pursuant to the Company’s health plans under COBRA and pays the full COBRA premiums, the Company will reimburse the Executive for the COBRA premiums paid for such benefits for the Executive and his family throug...
Termination Due to a Change of Control. If Employer or its holding company, Northrim BanCorp, Inc., 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 of Control. Notwithstanding clause 4(c) above, if a Change of Control occurs and if, as a result of such Change of Control, Employee does not continue thereafter as the Chief Financial Officer of the Company and his employment terminates for any reason (other than death or Disability) on five days prior written notice, within 120 days of such Change of Control, Units not previously vested shall not then be forfeited provided that Employee executes a settlement agreement and release provided to the Employee as soon as practicable following the date of Employee’s Termination of Employment in such form as may be reasonably requested by the Company, but thereafter such Units that have not vested shall be forfeited if there occurs a Forfeiture Event pursuant to clauses (B) or (C) of Section 4(e)(iv) prior to the earlier of the Stated Vesting Date for such Units or Employee’s death. Upon such a Termination of Employment the then-outstanding Units that are vested at the date of Termination and that become vested thereafter will be settled in accordance with the settlement terms set out in the Agreement, giving effect to any valid deferral election of Employee then in effect. The foregoing notwithstanding, any settlement resulting from a Termination of Employment which would be made to a “specified employee” as defined under Code Section 409A shall be made six months after the date of Termination of Employment,
Termination Due to a Change of 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 all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; The amounts described shall be paid no later than forty five (45) days after the day on which employment is terminated.
