Termination of Employment in Connection with Sample Clauses

Termination of Employment in Connection with a Change of Control
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Termination of Employment in Connection with a Change in Control. ---------------------------------------------------------------- If a Change in Control (as defined in Section 8) occurs and during the Protected Period (as defined below) Employee's employment is terminated by Employee or the Company, Employee shall be entitled to the benefits specified in Sections 3(iii) and 4 hereof in lieu of any other generally applicable severance benefits offered by the Company, unless such termination is (a) due to Employee's death, (b) by the Company for Cause or Employee's Disability or prior to a Change in Control for reasons not related to the Change in Control or (c) by Employee for other than Good Reason and without the consent of the Company's Board of Directors ("Board") acknowledging that Employee is entitled to receive benefits hereunder, in which event Employee shall not be entitled to any benefits under this Agreement except as specified in Sections 3(i), 3(ii) and 3(iv) hereof. If Employee's employment is terminated by Employee or the Company during the term of this Agreement but while a Protected Period is not in effect, Employee shall be
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Termination of Employment in Connection with or Subsequent to a Change ----------------------------------------------------------------------- in Control. ---------- (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Employee's employment under this Agreement, absent Just Cause, in connection with, or within twelve (12) months after, any Change in Control of the Savings Bank or Parent, Employee shall be paid an amount equal to the product of 2.999 times the Employee's "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Additionally, the Employee and his or her dependents shall remain eligible to participate in the medical and dental insurance programs offered by the Bank to its employees for a period of not less than eighteen months from the date of termination of employment; provided that the Employee or such dependents shall pay the comparable COBRA expense for continuation of such insurance. Said sum shall be paid in one (1) lump sum not later than the date of such termination of employment and such payments shall be in lieu of any other future payments which the Employee would be otherwise entitled to receive. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Employee by the Savings Bank or the Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and be subject to the excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to: (i) the sale of all, or substantially all, of the assets of the Savings Bank or the Parent; (ii) the merger or recapitalization of the Savings Bank or the Parent whereby the Savings Bank or the Parent is not the surviving entity; (iii) a change in control of the Savings Bank or the Parent, as otherwise defined or determined by the Office of Thrift Supervision or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Savings Bank or the Parent by any person, t...
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Termination of Employment in Connection with or Subsequent to a ------------------------------------------------------------------- Change in Control. ------------------ (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Employee's employment under this Agreement, absent Just Cause, in connection with, or within twenty-four (24) months after, any Change in Control of the
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Termination of Employment in Connection with or Subsequent to a -------------------------------------------------------------------- Change in Control. ----------------- (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Employee's employment under this Agreement, absent Just Cause, in connection with, or within twenty-four (24) months after, any Change in Control of the Savings Bank or Parent, Employee shall be paid an amount equal to twenty-four months times the monthly base salary in effect as of the date of such Change in Control or the base salary in effect as of the date of such termination of employment, if greater, to be paid to the Employee by the Savings Bank and the costs associated with maintaining coverage under the Savings Bank's medical and dental insurance reimbursement plans similar to that in effect on the date of termination of employment for a period of one year thereafter. Said sum shall be paid, at the option of Employee, either in one (1) lump sum within thirty (30) days of such termination or in periodic payments over the next 24 months, and such payments shall be in lieu of any other
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Termination of Employment in Connection with or Subsequent to a Change ---------------------------------------------------------------------- in Control. ----------- (a) Notwithstanding any provision herein to the contrary, in the event of the involuntary termination of Employee's employment under this Agreement, absent Just Cause, in connection with, or within twelve (12) months after, any Change in Control of the Bank or Parent, Employee shall be paid an amount equal to 100% of the taxable compensation paid to Employee by the Bank for the twelve month period prior to the date of termination of employment (whether said amounts were received or deferred by the Employee)
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Related to Termination of Employment in Connection with

  • Termination of Employment Executive's employment hereunder may be terminated under the following circumstances:

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.

  • Termination of Employment Period The Agreement Term shall terminate upon the occurrence of any of the following:

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