Termination Related to Change in Control. Upon Participant’s Qualifying CIC Separation, 100% of all outstanding Units granted under this Award Agreement shall immediately vest upon the later of the date of the Change in Control and Participant’s Last Day of Employment.
Termination Related to Change in Control. In the event of the termination of the Executive’s employment by MFA other than for Cause or the Executive’s resignation of his employment for Good Reason, in either case, within twelve (12) months following a Change in Control, the Executive’s Term of Employment shall terminate, and if the requirements of Paragraph 5(h) are met,
(i) MFA shall immediately pay to the Executive in a lump sum, any Accrued Obligations and any other payments payable to the Executive pursuant to Paragraph 5(e) below;
(ii) MFA shall immediately pay to the Executive in a lump sum, but in all events within two and one-half months following the calendar year in which such termination of employment occurs, an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary and (B) the Average Performance Bonus; and
(iii) the Executive shall have no further rights to any other compensation or benefits hereunder on or after termination of employment. To the extent necessary to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero).”
6. Paragraph 6 (Definitions) of the Agreement is hereby amended by deleting subparagraph (f) (Pre-Change-in-Control Event) thereof in its entirety and replacing it with the following:
Termination Related to Change in Control. In the event Executive’s employment with the Company is terminated (x) by the Company other than for Cause or Disability, and within six months before, or 24 months after, a Change in Control, or (y) by Executive with Good Reason and within 24 months after a Change in Control, then (z) the Term of Employment (if it has not already expired) will terminate automatically and the Company will have no further obligations to Executive under this Agreement except for (x) any payments and benefits described in Section 5(f) below, and (y) subject to the requirements of Section 5(i) below, the following payments and benefits:
(i) If such termination occurs during the Term of Employment, the Company will promptly pay to Executive a cash severance amount equal to:
Termination Related to Change in Control. If at any time during the period beginning 90 days prior to a Change in Control and ending one (1) year after a Change in Control, the Executive’s employment is terminated by the Company without Cause or by the Executive with Good Reason and Executive complies with Section 7(h) hereof, Executive shall be entitled to:
(i) The Accrued Rights;
(ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or (y) two times the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus;
(iii) Any unpaid amounts remaining under the Transaction Cash Bonus;
(iv) Fully accelerated vesting and immediate lapse of restrictions on the unvested portion of any equity awards previously granted;
(v) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage on a monthly basis for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a subsequent employer’s benefit plan; and
(vi) At the Company’s expense, continuation of the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term of Employment. The payments and benefits described in clauses (ii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following such termination and except as set forth in this Section 7(f) and Section 14, Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MFA without Cause that occurs both within two months before a Change in Control and following the occurrence of a Pre-Change-in-Control Event, (2) the resignation of his employment by the Executive for any reason within three months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause or the Employee’s resignation of his employment for Good Reason within twelve months following a Change in Control,
(i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive’s then current Base Salary and (b) the Executive’s highest bonus for the two preceding years;
(ii) all of the Executive’s outstanding restricted stock, phantom shares and stock options shall immediately vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the earlier of (a) 90 days following the date of such termination and (b) the date on which each such option would have expired had the Executive’s employment not terminated; and
(iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA’s expense for the balance of the Term of Employment, to the same extent as though the Executive’s employment had not terminated. To the extent necessary to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a Change in Control, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero).
Termination Related to Change in Control. In the event of (1) the termination of the Executive's employment by MFA without Cause that occurs both within two months before and in anticipation of a Change in Control, (2) the resignation of his employment by the Executive for any reason within three months following a Change in Control, or (3) the termination of the Executive's employment by MFA other than for Cause or the Employee's resignation of his employment for Good Reason within twelve months following a Change in Control,
(i) MFA shall pay to Executive in a lump sum, within 30 days following the termination of employment, an amount equal to 300% of the sum of (a) the Executive's then current Base Salary and (b) the Executive's bonus for the immediately preceding year;
(ii) all of the Executive's outstanding stock options shall immediately vest in full and become exercisable for a period of 90 days from the date of termination but in no event beyond the date on which any such option would have expired had the Executive's employment not terminated; and
(iii) the Executive shall continue to participate in all health, life insurance, retirement and other benefit programs at MFA's expense for the balance of the Term of Employment, to the same extent as though the Executive's employment had not terminated. The Executive, in his sole and absolute discretion, may elect to reduce any such payment in order to avoid imposition of the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended.
Termination Related to Change in Control. Upon Participant’s Qualifying CIC Separation, 100% of this Stock Option not already vested shall immediately vest and become exercisable upon the later of the date of the Change in Control and Participant’s Last Day of Employment.
Termination Related to Change in Control. A "Change in Control" occurs if:
(i) the Company merges or consolidates with another corporation and as a result less than 50% of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were the holders of the Company's voting securities immediately before the merger or consolidation;
(ii) any person, entity, or group of persons or entities, other than through merger or consolidation, acquires a majority of the Company's outstanding stock or substantially all of the Company's assets; or
(iii) a majority of the Company's Board of Directors is removed from office by a vote of the Company's shareholders over the recommendation of the Board. After announcement of a proposed Change in Control and for a period continuing for two years following a Change in Control, in the event Employer terminates Executive's employment without Cause or Executive terminates his employment for Good Reason, instead of receiving the Severance Benefit set forth in Section 8(b) above, Executive shall receive (i) 18 months of Base Salary, based on Executive's highest Base Salary in the two years preceding termination, (ii) an amount equal to Executive's highest bonus paid in the two years preceding termination, and (iii) continuing insurance benefits for the shorter of 18 months or the full COBRA period, (collectively the "Change in Control Benefit"). The cash Change in Control Benefit shall in installments over 18 months, starting the month following termination, in accordance with Employer's standard payroll procedures and subject to statutory payroll deductions. Receipt of the Change in Control Benefit is conditioned on Executive having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Executive having revoked the Separation Agreement. Receipt and continued receipt of the Change in Control Benefit is further conditioned on Executive not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement.
Termination Related to Change in Control. For purposes of this Agreement, a ‘Change in Control’ shall be deemed to have occurred on the date that a “change in the ownership,” “a change in the effective control,” or “a change in the ownership of a substantial portion of the assets” (as those terms are defined in Section 1.409A-3(i)(5) of the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended) of Cowlitz occurs and includes:
(i) the date on which any one person, or more than one person acting as a group (as set forth in Section 1.409A-3(i)(5) of the Treasury Regulations), acquires ownership of stock of Cowlitz that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of Cowlitz;
(ii) the date on which Cowlitz merges or consolidates with another entity and as a result less than 50% of the total fair market value or total voting power of the stock of the resulting entity immediately after the merger or consolidation is held by any one person, or more than one person acting as a group, who were the holders of Cowlitz’s voting securities immediately before the merger or consolidation;
(iii) the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of Cowlitz possessing 30% or more of the total voting power of the stock of Cowlitz;
(iv) the date on which a majority of members of Cowlitz’ Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of Cowlitz’s board of directors before the date of the appointment or election; or
(v) the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Cowlitz that have a total gross fair market value (the value of the assets of Cowlitz, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets) equal to or more than 40% of the total gross fair market value of all of the assets of Cowlitz immediately before such acquisition or acquisitions. After announcement of a proposed Change in Control and for a period continuing for two years following a Change in Control, in the event Empl...
Termination Related to Change in Control. In the event that Company elects to terminate the employment of Executive other than for Cause or Executive elects to terminate such employment for Good Reason and the Termination Date is within the Protected Period any and all Equity Awards which are not vested on the Termination Date shall be deemed to have vested on the Termination Date.
