Termination in Connection with a Change in Control. Within the period commencing a month prior to and ending twelve months following a Change in Control, the Executive may terminate the Executive’s employment with the Company for “Good Reason,” which shall be deemed to occur if, within sixty days after receipt of written notice to the Company by the Executive of the occurrence of one or more of the following conditions, any of the following conditions have not been cured: (i) a failure by the Company to comply with any provision of this Agreement (including, but not limited to, the reduction of the Executive’s salary, the target annual bonus opportunity or any other incentive opportunity, in each case, as of immediately prior to the Change in Control); (ii) a change in title, the nature or scope of the authority, power, function, responsibilities, reporting relationships or duty attached to the position which the Executive currently maintains without the express written consent of the Executive; (iii) the relocation of the Executive’s Principal Place of Employment as described in Section 3 to a location that increases the regular one-way commute distance between the Executive’s residence and Principal Place of Employment by more than 25 miles without the Executive’s prior written consent; (iv) a change in the benefits to which the Executive is entitled to immediately prior to the Change in Control; or (v) the failure of the Company to assign this Agreement to any successor to the Company. In order to constitute a termination of employment for Good Reason, the Executive must provide written notice to the Company of the existence of the condition giving rise to the Good Reason termination within sixty days of the initial existence of the condition, and in the event such condition is cured by the Company within sixty days from its receipt of such written notice, the termination shall not constitute a termination for Good Reason.
Termination in Connection with a Change in Control Event. If, prior to the expiration of the Employment Term, Employee resigns for Good Reason or the Company terminates Employee's employment hereunder without Cause, or if the Board of Directors of the Company gives written notice pursuant to Section 4 hereof notifying Employee that the Board of Directors does not wish to extend the Employment Term, in each case within: (a) three (3) months prior to, or (b) twelve (12) months following, the occurrence of a Change in Control Event, Employee shall be entitled to receive an amount equal to two (2.0) times Employee's then current Base Salary, payable over twenty-four (24) months, commencing upon the effective date of the termination of Employee's employment with the Company, in accordance with the Company's customary payroll practices for its senior management personnel (the "Change in Control Severance Payment"), plus an amount equal to two (2.0) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable on such effective date of termination), plus any of the benefits under Section 3.3 hereof if and to the extent such benefits have accrued through and including such effective date of termination (such accrued benefits being payable on such effective date of the termination). In addition, the Options shall vest in full, any vesting requirements for any restricted stock grants shall lapse and Employee shall continue to be covered under or be permitted to participate in or receive the benefits described in paragraphs (a) and (c) of Section 3.3 hereof for the period of time during which the Change in Control Severance Payment is payable to Employee.
Termination in Connection with a Change in Control Notwithstanding Section 7.1 of this Agreement and in full substitution therefor, if the Executive’s employment is terminated after a Change of Control (as defined in the Change of Control Agreement), Executive’s rights upon termination will be governed by the terms of the Change of Control Agreement and his right to termination payments under clause (a) of Section 7.1; provided, however, that in the event the amounts payable to Executive under the Change of Control Agreement upon termination are lower than termination payments under this Agreement, Executive shall be entitled to the termination payments under this Agreement.
Termination in Connection with a Change in Control. --------------------------------------------------
a. For purposes of this Agreement, a "Change in Control" shall be deemed to occur on the earliest of:
(i) such time as any "person" (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of the Company representing 20% or more of the Association's outstanding voting securities or the right to acquire such securities, except for any voting securities purchased by any employee benefit plan of the Association;
(ii) such time as individuals who constitute the Board of Directors on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors constituting the Incumbent Board (or members who were nominated by the Incumbent Board), or whose nomination for election by the Association's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members (or members nominated by the Incumbent Board), shall be, for purposes of this clause (iii), considered as though he or she were a member of the Incumbent Board;
(iii) such time as a reorganization, merger, consolidation, or similar transaction occurs or is effectuated as a result of which 60% of shares of the common stock of the resulting entity are owned by persons who were not stockholders of the Association immediately prior to the consummation of the transaction;
(iv) such time as substantially all of the assets of the Association are sold or otherwise transferred to another corporation or other entity that is not controlled by the Association. Notwithstanding anything in this Agreement to the contrary, in no event shall the conversion of the Association from mutual to stock form (including without limitation, through the formation of a stock holding company) or the reorganization of the Association into the mutual holding company form of organization constitute a "Change in Control" for purposes of this Agreement.
Termination in Connection with a Change in Control Concurrent with the commencement of Employee's employment hereunder, Employee and the Company shall enter into a Change of Control Agreement, a copy of which is attached hereto as Exhibit A. Notwithstanding Sections 7.1 and 7.2 of this Agreement and in full substitution therefor, if Employee's employment terminates under circumstances described in the Change of Control Agreement, Employee's rights upon termination will be governed by terms of the Change of Control Agreement and his right to termination payments under this Employment Agreement shall cease.
Termination in Connection with a Change in Control Safeco and Employee previously executed a Change in Control Severance Agreement (the “Change in Control Agreement”), a true and correct copy of which is attached hereto as Exhibit A. In circumstances constituting a Change in Control, as defined in the Change in Control Agreement, Employee’s rights upon termination of employment will be governed by the terms of the Change in Control Agreement, and this Section 6 will be null and void.
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a. If, within the Covered Period, Bancorp or the Bank shall terminate the Officer's employment without Just Cause or the Officer shall terminate his employment with Good Reason, the Bank shall, within ten calendar days of the termination of Officer's employment, make a lump-sum cash payment to him equal to two (2) times his Total Annual Compensation.
b. Also in the event of such a termination, the Officer shall, for a period of 365 days following his termination of employment, continue to participate in any benefit plans of Bancorp or the Bank that provide health (including medical and dental), life, or disability insurance or similar coverage in which he participated immediately prior to termination of his employment, upon terms no less favorable than the most favorable terms provided to senior officers of the Bank during such period.
Termination in Connection with a Change in Control and after Long-Term Service If (a) your Service as a director is involuntarily terminated by the Company in connection with a Change in Control (including because you are not nominated for reelection in connection with the Change in Control) or (b) you have provided 15 years of Service and your Service as a director is involuntarily terminated by the Company (including because you are not nominated for reelection), the Restricted Stock Units will vest in full on your termination date.
Termination in Connection with a Change in Control. If, during the Performance Period, your Service with the Participating Company Group terminates as a result of Termination After Change in Control (as defined in Section 2.2), any PBRSUs that are assumed or substituted and remained outstanding after the Change in Control shall not be forfeited and shall vest as of the date on which your Service terminates, but the number of Shares Earned under Section 2.2 shall be equal to the Number of PBRSUs specified in the Grant Notice as adjusted to the extent required by Section 4 hereof.
Termination in Connection with a Change of Control. Subject to Section 5(b) and Section 7 below, if the Company terminates the Executive's employment at any time during the period beginning thirty (30) days before and ending twelve (12) months after a Change of Control, then the Executive shall be entitled to receive severance benefits as follows:
