Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:
(A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination;
(B) on the first scheduled payment date pursuant to the usual payroll practices of the Company (or successor entity, as applicable) immediately after the 60th day following the date of termination or Change of Control, in the event the date of termination precedes a Change of Control, with respect to those payments the amount of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within sixty (60) days following the date of termination, as applicable, Executive shall be entitled to receive a lump sum severance payment equal to the sum of:
(1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination, plus
(2) an amount equal to Executive’s Bonus;
(C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination;
(D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA;
(E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and
(F) The...
Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or a Non-renewal Notice has been delivered to Executive either upon or within thirty days before or thirteen (13) months after a Change of Control, or prior to a Change of Control at the request of a prospective purchaser whose proposed purchase would constitute a Change of Control upon its completion, such termination or delivery of a Non-renewal Notice shall be deemed to constitute a termination by the Company without Cause and shall be deemed to have occurred immediately before such Change of Control for purposes of this Agreement and the Plan.
Termination in Connection with Change of Control. In the event that the employment of the EXECUTIVE is terminated by COMPANY within one (1) year before or after a CHANGE OF CONTROL (hereinafter defined) for any reason other than Cause, death, or disability, or within one (1) year before or after a CHANGE OF CONTROL the Executive's employment is terminated at the EXECUTIVE'S option as provided in Section 4 (a) (ii) above, then the following shall occur:
(i) The COMPANY shall promptly pay to the EXECUTIVE or to his beneficiaries, dependents or estate an amount equal to the product of three (3) multiplied by the EXECUTIVE'S "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder LESS one dollar ($1.00) (hereinafter collectively referred to as "SECTION 280G").
(ii) The EXECUTIVE, his dependents, beneficiaries and estate shall: continue to be covered at the COMPANY'S expense under all health and welfare benefit plans of the COMPANY in which the EXECUTIVE was a participant prior to the effective date of the termination of his employment as if the EXECUTIVE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EXECUTIVE is included in another employer's benefit plans as a full-time EXECUTIVE; be eligible for benefit distribution from any of the COMPANY'S stock benefit plans in accordance with the terms and conditions of any such plans; but the EXECUTIVE shall not accrue any further benefit, vesting, or service credits under any qualified retirement plans maintained by the COMPANY after the effective date of the EXECUTIVE'S termination of employment.
(iii) The EXECUTIVE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EXECUTIVE offset in any manner the obligations of the COMPANY hereunder, except as specifically stated in subparagraph (ii) above.
(iv) For purposes of this Agreement, a "CHANGE OF CONTROL" shall mean any one of the following events:
Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK in connection with a CHANGE OF CONTROL for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:
(I) The BANK shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “SECTION 280G”);
(II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s expense under all health, life, disability and other benefit plans of the BANK in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s benefit plans as a full-time employee; and
(III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK hereunder, except as specifically stated in subparagraph (II) above.
Termination in Connection with Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within three (3) months prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:
(A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination;
(B) Executive shall be entitled to receive severance pay in an amount equal to the sum of:
(1) Executive’s base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control), plus
(2) an amount equal to Executive’s Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable in a lump sum as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the date of termination (or, in the event the date of termination precedes the consummation of a Change of Control, with respect to those amounts the payment of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within three (3) months following the date of termination, such amounts shall be paid as soon as administratively practicable but in any event no later than two and one-half (2 1/2) months following the consummation of the Change of Control);
(C) The vesting and/or exercisability...
Termination in Connection with Change of Control. If the Executive is Terminated in Connection With a Change of Control (as defined in Section 5.07[5]) at any time during the Protection Period (as defined in Section 5.07[4]) and if all other conditions of this Agreement have been met (including those imposed under Section 7.00) and subject to Section 5.04[5], the Change Entity (as defined in Section 5.07[2] will pay or make available the Change Benefits (as defined in Section 5.07[1]) in lieu of any other amounts of benefits that might otherwise be due under this Agreement on account of that termination.
Termination in Connection with Change of Control. If (i) Executive’s employment is terminated by the Company without Cause upon, within thirty (30) calendar days before, or within thirteen (13) months after, a Change of Control, or prior to a Change of Control at the request of a prospective purchaser whose proposed purchase would constitute a Change of Control upon its completion, such termination shall be deemed to have occurred immediately before such Change of Control for purposes of Section 11(b) of this Agreement and the Plan, or (ii) Executive’s employment terminates for any reason at the end of the Term following the delivery or deemed delivery to Executive of a Non-renewal Notice upon, within thirty (30) calendar days before, or within thirteen (13) months after, a Change of Control, or prior to a Change of Control at the request of such a prospective purchaser, such termination shall be deemed to be by the Company without Cause and shall be deemed to have occurred immediately before such Change of Control for purposes of Section 11(b) of this Agreement and the Plan.
Termination in Connection with Change of Control. If Executive is an active and full-time employee at the time of a Change of Control and within twelve (12) months after the Change of Control, (i) Executive’s employment is involuntarily terminated by the Company or any successor employer resulting from the Change of Control for any reason other than death, Disability or Cause, or (ii) Executive resigns from the Company or any such successor for Good Reason, then Executive shall be entitled to the following compensation:
6.4.1. Executive shall be entitled to receive Base Salary earned but unpaid as of the date of Executive’s termination, and any other payments and/or benefits which Executive is entitled to receive under any of the Benefit Plans. These payments will be made within fourteen (14) days after termination.
6.4.2. Upon execution of a general release of claims against the Company in a form acceptable to the Company and after the expiration of any applicable rescission or revocation period, all before the end of the sixty (60) day period following Executive’s termination of employment, he will receive: (i) Base Salary in effect at the time of the termination for the longer of (a) the remainder of the Agreement Period or (b) a period of nine (9) months following the termination of Executive’s employment (the “COC Continuation Period”), in the manner and at such times as the Base Salary otherwise would have been payable to Executive; and (ii) continuation at the Company’s then share of the expense for the lesser of (A) the COC Continuation Period, or (B) until Executive obtains comparable replacement coverage, of medical and dental benefits in effect under COBRA as of the date of termination of employment. Notwithstanding the foregoing, certain payments under this paragraph (b) may be delayed pursuant to Section 7.2.
Termination in Connection with Change of Control. (a) Upon Employee’s termination of employment hereunder in those circumstances which entitle Employee to payment under the terms of the Company’s COC Severance Plan, as it may be duly amended from time to time, Employee shall be entitled to receive from the Company under the COC Severance Plan those cash amounts to be paid to Officers of the Company thereunder, plus an additional amount equal to 25% of the cash amounts provided to be paid under the COC Severance Plan to Officers of the Company, plus the benefits provided in the COC Severance Plan, including continuation of medical and dental insurance, matching 401-K plan contributions by the Company, and reimbursement of out-placement services, in each case as required to be paid under the terms of the Company’s COC Severance Plan as duly amended from time to time;
(b) In the Event of a Change of Control (as defined, respectively, in the Company’s 2001 Omnibus Stock Compensation Plan or 2005 Stock Compensation Plan, or any successor or replacement equity compensation plan adopted by the Company after the date hereof and under which equity awards are made to Employee), Employee shall be entitled to the acceleration of vesting and exercisability of awards held by Employee and previously granted under the Company’s equity compensation plans which is specified in such equity compensation plans, as such plans may be duly amended from time to time, but without regard to any such plans’ exclusion from accelerated vesting or exercisability upon a Change of Control of awards outstanding for less than a specific period of time set out in such plans.
(c) The additional cash payment to be made by the Company to Employee under the provisions of Section 11(a) shall be paid to Employee in a lump sum in cash on the same date as payments are made to Employee under the COC Severance Plan.
(d) Notwithstanding anything to the contrary in this Agreement, in the event that any payment, distribution, or other benefit provided by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to Employee an add...
Termination in Connection with Change of Control. If the employment or the Reduced Employment of the Executive terminates for any reason, including termination by the Executive, within 30 days following the occurrence of a "Change of Control" (as defined in this Section 2.2.8), then the Company shall pay or provide to the Executive the following termination benefits: (i) an amount equal to the product of (A) the sum of (x) the Executive's annual base salary as of the termination date plus EITHER $50,000, if the Executive is not engaged in Reduced Employment at the time of termination of employment, OR $0, if the Executive is engaged in Reduced Employment at the time of termination of employment, as the case may be, multiplied by (B) a fraction, the numerator of which shall be the lesser of 24 or the number of Remaining Months, and the denominator of which shall be 12, payable over the lesser of 24 months or the number of Remaining Months, in equal regular monthly installments, less income taxes and other applicable withholdings, and (ii) the Executive's Fringe Benefits (as defined above) for the lesser of 24 months or the number of Remaining Months. A "Change of Control" shall mean a change in control of the Company (and not any person or entity that hereafter becomes a successor to all or substantially all of the business or assets of the Company by reason of a Change of Control) and shall be deemed to have taken place if: (i) a third person, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes the beneficial owner of shares of the capital stock of the Company having more than 50% of the total number of votes that may be cast for the election of directors of the Company, (ii) the sale or
