TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control followed at any time during the term of this Agreement by (i) the termination of Executive’s employment by the Bank, other than for Cause (as defined in Section 3 below), or (ii) the Executive’s voluntary termination of employment for “Good Reason” (as defined in Section 3 below), Executive shall be entitled to receive the following:
(A) continuation of Executive’s base salary for a period of twelve (12) months.
(B) continuation of health (including medical and dental) and life insurance coverage for a period of three (3) months upon terms no less favorable than the terms upon which such coverage was provided to Executive prior to Executive’s termination of employment. In the event that the Bank is unable to provide such coverage by reason of Executive no longer being an employee, the Bank shall provide Executive with comparable coverage on an individual policy basis.
(C) For purposes of this Agreement, “base salary” shall mean:
(i) for salaried employees, the employee’s annual base salary at the rate in effect on his or her termination date or, if greater, the rate in effect on the date immediately preceding the Change in Control.
(ii) for employees whose compensation is determined in whole or in part on the basis of commission income, the employee’s base salary at termination (or, if greater, the base salary on date immediately preceding the effective date of the Change in Control), if any, plus the commissions earned by the employee in the twelve (12) full calendar months preceding his or her termination date (or, if greater, the commissions earned in the twelve (12) full calendar months immediately preceding the effective date of the Change in Control).
(iii) hourly employees, the employee’s total hourly wages for the twelve (12) full calendar months preceding his or her termination date or, if greater, the twelve (12) full calendar months preceding the effective date of the Change in Control.
(b) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and welfare benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a “Specified Employee” (as defined herein) no payment s...
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. After a Change in Control, the following provisions shall apply.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Subject to satisfaction of Section 4(d), if a Change in Control occurs and the Executive's employment is terminated by the Company for any reason other than the Executive's death, the Executive's Disability or Cause, or is terminated by the Executive for Good Reason, in any such case within the six (6) months immediately preceding or the twelve (12) months immediately following such Change in Control, then the Executive shall be entitled to receive a payment equal to one and one-half times (1.5x) his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the Executive's prior Separation from Service), reduced by the Standard Severance Benefits, if any, to which Executive was entitled under Section 4(a) (the "
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If Employee's employment is terminated by Flow or its successor Without Cause or by Employee for Good Reason contemporaneously with, or within one year after, a Change in Control, Employee will be entitled to the Change in Control Benefits. As a condition to receipt of any Change in Control Benefits, Employee will execute and deliver a Release of Claims substantially in the form attached as Exhibit A and any applicable revocation period will have lapsed without revocation.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If, after a Change of Control (as defined in the Change of Control Agreement), the Company terminates the Executive's employment other than for Cause or Disability, or if the Executive terminates employment with the Company for Good Reason after a Change of Control, Executive's compensation and benefits shall be exclusively determined by the terms of the Change of Control Agreement as then in effect.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If a Change in Control occurs during the term of this Employment Agreement, the Executive shall be entitled to the lump sum payment specified in paragraph (b) below if the Executive’s employment terminates voluntarily or involuntarily but without Cause within 12 months after the Change in Control. If the Executive is removed from office or if his employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have occurred after the Change in Control.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Subject to satisfaction of Section 4(d), if a Change in Control occurs and the Executive’s employment is terminated by the Company for any reason other than the Executive’s death, the Executive’s Disability or Cause, or is terminated by the Executive for Good Reason, in any such case within the six (6) months immediately preceding or the twelve (12) months immediately following such Change in Control, then the Executive shall be entitled to receive a payment equal to one times (1.0x) his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the Executive’s prior Separation from Service), reduced by the Standard Severance Benefits, if any, to which Executive was entitled under Section 4(a) (the “Change in Control Severance Benefits”). Except as otherwise required under Section 6(b), Change in Control Severance Benefits shall be paid to the Executive in a lump sum no later than the forty-fifth (45th) day immediately following the later of the Executive’s Separation from Service and the Change in Control, provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for the avoidance of doubt, if the Executive’s employment is terminated by the Company for the Executive’s death, the Executive’s Disability or Cause or by the Executive without Good Reason, in any such case any time prior to or following a Change in Control, then the Executive shall not be entitled to or receive the Change in Control Severance Benefits. Furthermore, for the avoidance of doubt, in no event shall the Executive be entitled to receive both Standard Severance Benefits and Change in Control Severance Benefits in excess of one times (1.0x) his then current Base Salary (or, if applicable, the Base Salary in effect on the date of the Executive’s prior Separation from Service).
(i) For purposes of this Agreement the term “Change in Control” shall mean any of the following transactions, as determined in the sole and absolute discretion of the Board:
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If, on or after the second anniversary of the Effective Date and within 12 months following a Change in Control (as defined in Section 6.1(a) above, and excluding any change in control resulting from the Offer or the merger described in the Merger Agreement):
(a) your employment shall be terminated, other than for Cause, by the Company; or
(b) if within such 12-month period following a Change in Control there shall occur a Change Effecting Your Employment, and you shall within the 90-day period immediately following the date on which you became aware of the circumstances constituting such Change Affecting Your Employment, resign from your employment by the Company, in either such event you will be entitled to receive the following:
(i) On the effective date of your resignation, the Company will pay you the Termination Payment, calculated as though such effective date was the effective date of the termination of your employment by the Company for a reason other than Cause;
(ii) Subject to the agreement of the carrier or carriers, the Company will maintain all benefits of employment for a period of 23 months from the date of termination;
(iii) In such event, you will also be paid, credited or reimbursed, as the case may be, for all unpaid salary (including credit for any vacation earned but not taken all unpaid bonuses, all accrued bonuses (such bonuses to be determined on a proportionate basis having regards to the proportion of the fiscal year which has elapsed), expenses, benefits and other amounts payable to you or earned by you up to the date of resignation. Also, in such event, all unvested stock options previously granted shall become fully vested; and
(iv) In no case will you be entitled to both a payment for termination for any reason other than Cause and for a termination in the event of a Change in Control and Change Affecting Your Employment.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Notwithstanding the provisions of paragraphs (d), (e) and (f) above, if, within three months after the Company obtains actual knowledge that a Change in Control (as defined in the Plan) has occurred, the Grantee's employment with the Company ceases for any reason, the Grantee may exercise this option in full, notwithstanding any limitation on the exercise of this option, at any time within three months after such cessation of employment.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Subject to satisfaction of Section 4(d), if, within six (6) months immediately preceding a Change in Control or within twelve (12) months immediately following a Change in Control, the Executive’s employment is terminated by the Company for any reason other than Cause or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive the following benefits (collectively, the “Severance Benefits”): (i) a payment equal to two times (2x) Base Salary; (ii) a payment equal to two times (2x) the dollar amount of the Executive’s full target bonus percentage as in effect for the twelve (12) month period immediately prior to such termination (for this purpose any performance targets shall be deemed immediately and fully satisfied); and (iii) $30,000 for the purpose of the Executive to fund health coverage continuation benefits. Severance Benefits shall be paid to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s “separation from service” (as defined under Section 409A of the Code), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for avoidance of doubt, if the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason any time prior to or following a Change in Control, then the Executive shall be entitled to only any unpaid annual Base Salary through and including the date of termination and the Executive shall not be entitled to or receive any Severance Benefits.
