Termination Prior to Change in Control. Notwithstanding anything in this agreement to the contrary, if a Change in Control occurs and (i) if the Executive’s employment with the Company or the Bank is terminated prior to the date on which Change in Control occurs, and if the termination of employment (a) was at the request or suggestion of a 3rd party who has taken steps reasonably calculated to effect the Change in Control or (b) otherwise arose in connection with or in anticipation of the Change in Control, or (ii) Executive has terminated his employment with Company and/or Bank for Good Reason prior to Change in Control, then Executive shall be entitled to the Income Protection Benefits and all other rights and privileges provided by this Agreement.
Termination Prior to Change in Control. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term). In the event of any Covered Termination that does not entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Covered Termination, or at such other time(s) specified in this Section 3.05 or Section 6.03, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Covered Termination and prior to satisfaction of the Company’s obligations in this Section 3.05):
a. An amount equal to one (1) full year of his Annual Base Salary in effect on the date of Covered Termination, which Annual Base Salary for these purposes is defined as 12 times the gross monthly salary in effect for Employee immediately preceding his date of Covered Termination.
b. The Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents who were covered under the Company’s welfare plans immediately prior to the date of Employee’s Covered Termination for a period of one (1) full year following the date of Employee’s Covered Termination, health insurance coverage which is comparable to that provided to similarly situated active senior executives at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage being provided under this Section will continue to be provided to Employee’s spouse and eligible dependents until the date that is one (1) year after the date of Employee’s Covered Termination.
c. An amount equal to the sum of (i) one (1) times the Target Bonus, plus (ii) if Employee experiences a Covered Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Covered Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee ha...
Termination Prior to Change in Control. If (i) the Company or the Bank terminates Executive’s employment without Cause, Executive resigns for Good Reason before a Change in Control, or the Company or the Bank unilaterally terminates this Agreement, and (ii) within twelve (12) months thereafter, the Company or the Bank enters into an agreement for a Change in Control or any party announces or is required by law to announce a prospective Change in Control of the Company or the Bank, then upon the closing of such Change in Control, Executive shall receive the Change in Control Payment.
Termination Prior to Change in Control. The Company and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. If the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and all rights and obligations of the parties under it shall cease.
Termination Prior to Change in Control. If within a period of 180 days prior to the first public announcement of a proposed Change in Control the Company terminates the employment of the Executive for reasons other than the Executive's death, Disability, Retirement or Cause, and a Change in Control event subsequently occurs, unless the Company establishes that the Executive's termination was not in connection with the Change in Control, the Executive's termination shall be deemed to have been in connection with the Change in Control, and the Executive shall be entitled to severance payments under this Agreement, to be paid in cash within 10 days following the Change in Control.
Termination Prior to Change in Control. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Employee to have Employee remain in the employment of the Company prior to or following any Change in Control. Any termination of employment of Employee by the Company other than for Cause or by reason of his death or disability pursuant to Sections 7(b), (d) or (e) during the period beginning on the date that is sixty (60) days prior to the date of the first public announcement by the Company of the potential occurrence of an event that would constitute a Change in Control and ending on the date of consummation of such Change in Control shall be deemed to be a termination of Employee after a Change in Control for purposes of this Agreement.
Termination Prior to Change in Control. If, prior to a Change in Control (including a situation in which a Change in Control never occurs), the Company terminates the Executive's employment other than for Cause, Disability or death, then notwithstanding anything to the contrary contained in any prior agreement, the Executive shall be entitled to benefits described in subsections (a) through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8.
(a) The Company shall pay to the Executive on the Termination Date, in a lump sum, in cash (less applicable withholdings), (i) all base salary and accrued vacation pay earned by the Executive through the Termination Date (the "Accrued Obligations"); and (ii) the Executive's actual incentive bonus earned, based on the achievement of corporate and individual goals through the date of Executive's termination; provided however, that if any portion of the Executive's actual incentive bonus earned is not determinable as of the date of termination, Executive shall receive for that portion an amount equal to the pro rated portion of Executive's annual target bonus, based upon the number of days during such calendar year that the Executive had been employed prior to the Termination Date.
(b) During the Severance Period, the Company shall continue to pay to the Executive, in accordance with the Company's regular payroll practices, the Executive's base salary.
(c) During the Severance Period, the Company shall continue to provide coverage to the Executive in accordance with and subject to the terms of the applicable welfare benefit plans of the Company in effect on the Termination Date; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer, then the Company shall no longer be required to provide those particular benefits to the Executive.
(d) With respect to any stock options granted to the Executive by the Company prior to the Termination Date:
(i) any such stock options that are unvested as of the Termination Date shall continue to vest through the Severance Period; and
(ii) all such stock options shall remain exercisable by the Executive for ninety (90) days following the conclusion of the Severance Period but in no event beyond the maximum term of any such stock options. The Executive acknowledges and agrees that the provisions of this Section 5.1(d) shall cause all stock options ...
Termination Prior to Change in Control. The Executive shall be entitled to the compensation and benefits provided in Section 4(a) if the Executive’s employment is terminated, during the Term but prior to a Change in Control, for reasons other than (i) the Executive’s death; (ii) the Executive’s Disability; (iii) termination by the Company for Cause; or (iv) termination by the Executive without Good Reason.
Termination Prior to Change in Control. Notwithstanding the foregoing, if the Employee is terminated by the Company for any reason other than Cause in the 12 months preceding a Change in Control and if the Employee can reasonably demonstrate that such termination either (i) was at the request of a third party who has taken steps which are reasonably anticipated to result in a Change in Control; or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then the Employee will be entitled to the severance benefits described above.
Termination Prior to Change in Control. If, prior to a Change in Control, the Bank terminates Executive's employment without Cause (defined below) or Executive resigns for Good Reason (defined below), and within six months thereafter the Bank enters into an agreement for a Change in Control, or any party announces or is required by law to announce a prospective Change in Control of the Bank, then upon the closing of such Change in Control, Executive shall receive the Change in Control Payment in an amount equal to one and one-half (1.5) times Executive's highest W-2 income (before salary deferrals) received from the Bank over the three years preceding the date of termination or resignation.
