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:
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Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MIFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 two and one half months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph l(b)) within twelve months following a Change in Control or the Executive’s resignation of his employment for Good Reason, in either case, Reason 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-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-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:
Appears in 1 contract
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 two and one half months following a Change in Control, or (3) 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, Reason 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-one half months following the calendar year in which such termination of employment occurs, an amount equal to one (1) times 300% of the sum of (Aa) the Executive’s then-then current Base Salary and (Bb) the Average Performance BonusExecutive’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 have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA’s expense for the balance of employmentthe 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).”
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:
Appears in 1 contract
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, Reason 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-one half months following the calendar year in which such termination of employment occurs, an amount equal to one two (12) times the sum of (Aa) the Executive’s then-then current Base Salary and (Bb) the Executive’s Average Performance Bonus;
(ii) all of the Executive’s outstanding restricted stock, phantom shares, restricted stock units 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 have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA’s expense for the balance of employmentthe 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 each cash payment and benefit to be provided to the Executive that constitutes a “parachute payment” shall be reduced pro rata 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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 her employment by the Executive for any reason within two and one-half months following a Change in Control, or (3) the termination of the Executive's employment by MFA other than for Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his her employment for Good Reason, in either case, Reason 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 the termination of employment occurs, an amount equal to one (1) times 250% of the sum of (Aa) the Executive’s then-'s then current Base Salary Salary, and (Bb) the Average Performance BonusExecutive'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 and her immediate family shall have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA's expense for the balance of employmentthe 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).”
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:
Appears in 1 contract
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, Reason 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-one half months following the calendar year in which such termination of employment occurs, an amount equal to one (1) 1.5 times the sum of (Aa) the Executive’s then-then current Base Salary and (Bb) the Executive’s Average Performance Bonus;
(ii) all of the Executive’s outstanding restricted stock, phantom shares, restricted stock units 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 have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA’s expense for the balance of employmentthe 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 each cash payment and benefit to be provided to the Executive that constitutes a “parachute payment” shall be reduced pro rata 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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 her 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 (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his her employment for Good Reason, in either case, Reason 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 within 30 days following the termination of employment, an amount equal to 250% of the sum of (a) the Executive's then current Base Salary and any other payments payable to (b) the Executive pursuant to Paragraph 5(e) belowExecutive's highest bonus for the two preceding years;
(ii) MFA all of the Executive's outstanding restricted stock, phantom shares and stock options shall immediately pay vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the Executive in a lump sum, but in all events within two and one-half months earlier of (a) 90 days following the calendar year in which date of such termination of employment occurs, an amount equal to one and (1b) times the sum of (A) date on which each such option would have expired had the Executive’s then-current Base Salary and (B) the Average Performance Bonusemployment not terminated; and
(iii) the Executive and her immediate family shall have no further rights 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 her sole and absolute discretion, may elect to reduce any other compensation or benefits hereunder on or after termination of employment. To the extent necessary such payment in order 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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 two and one half months following a Change in Control, or (3) the termination of the Executive's employment by MFA other than for Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his employment for Good Reason, in either case, Reason 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-one half months following the calendar year in which such the termination of employment occurs, an amount equal to one (1) times 250% of the sum of (Aa) the Executive’s then-'s then current Base Salary and (Bb) the Average Performance BonusExecutive'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 and his immediate family shall have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA's expense for the balance of employmentthe 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).”
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:
Appears in 1 contract
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 two and one-half months following a Change in Control, or (3) 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, Reason 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 the termination of employment occurs, an amount equal to one (1) times 300% of the sum of (Aa) the Executive’s then-then current Base Salary and (Bb) the Average Performance BonusExecutive’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 have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA’s expense for the balance of employmentthe 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).”
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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 her employment by the Executive for any reason within two and one-half months following a Change in Control, or (3) the termination of the Executive's employment by MFA other than for Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his her employment for Good Reason, in either case, Reason 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-one half months following the calendar year in which such the termination of employment occurs, an amount equal to one (1) times 250% of the sum of (Aa) the Executive’s then-'s then current Base Salary and (Bb) the Average Performance Bonus; Bonus and;
(iiiii) the Executive and her immediate family shall have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA's expense for the balance of employmentthe 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).”
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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his employment for Good Reason, in either case, Reason 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 within 30 days following the termination of employment, an amount equal to 250% of the sum of (a) the Executive's then current Base Salary and any other payments payable to (b) the Executive pursuant to Paragraph 5(e) belowExecutive's highest bonus for the two preceding years;
(ii) MFA all of the Executive's outstanding restricted stock, phantom shares and stock options shall immediately pay vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the Executive in a lump sum, but in all events within two and one-half months earlier of (a) 90 days following the calendar year in which date of such termination of employment occurs, an amount equal to one and (1b) times the sum of (A) date on which each such option would have expired had the Executive’s then-current Base Salary and (B) the Average Performance Bonusemployment not terminated; and
(iii) the Executive and his immediate family shall have no further rights 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 other compensation or benefits hereunder on or after termination of employment. To the extent necessary such payment in order 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)amended.”
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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MFA without Cause (which shall include any non renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 two and one half months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause (which shall include any non renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s resignation of his employment for Good Reason, in either case, Reason 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-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-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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 two and one half months following a Change in Control, or (3) the termination of the Executive's employment by MFA other than for Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his employment for Good Reason, in either case, Reason 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-one half months following the calendar year in which such the termination of employment occurs, an amount equal to one (1) times 250% of the sum of (Aa) the Executive’s then-'s then current Base Salary and (Bb) the Average Performance Bonus; and
(iiiii) the Executive and his immediate family shall have no further rights continue to any participate in all health, life insurance, retirement and other compensation or benefits hereunder on or after termination benefit programs at MFA's expense for the balance of employmentthe 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).”
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:
Appears in 1 contract
Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his employment for Good Reason, in either case, Reason 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 within 30 days following the termination of employment, an amount equal to 250% of the sum of (a) the Executive's then current Base Salary and any other payments payable to (b) the Executive pursuant to Paragraph 5(e) belowExecutive's highest bonus for the two preceding years;
(ii) MFA all of the Executive's outstanding restricted stock, phantom shares and stock options shall immediately pay vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the Executive in a lump sum, but in all events within two and one-half months earlier of (a) 90 days following the calendar year in which date of such termination of employment occurs, an amount equal to one and (1b) times the sum of (A) date on which each such option would have expired had the Executive’s then-current Base Salary and (B) the Average Performance Bonusemployment not terminated; and
(iii) the Executive and his immediate family shall have no further rights 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 other compensation or benefits hereunder on or after termination of employment. To the extent necessary such payment in order 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:
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Termination Related to Change in Control. In the event of (1) the termination of the Executive’s employment by MIFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 two and one half months following a Change in Control, or (3) the termination of the Executive’s employment by MFA other than for Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph l(b)) within twelve months following a Change in Control or the Executive’s resignation of his employment for Good Reason, in either case, Reason 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-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-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 minimizedminimized . 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:
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Termination Related to Change in Control. In the event of (1) the termination of the Executive’s 's employment by MFA without Cause (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) 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 her 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 (which shall include any non-renewal of this Agreement by MFA pursuant to Paragraph 1(b)) or the Executive’s 's resignation of his her employment for Good Reason, in either case, Reason 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 within 30 days following the termination of employment, an amount equal to 250% of the sum of (a) the Executive's then current Base Salary and any other payments payable to (b) the Executive pursuant to Paragraph 5(e) belowExecutive's highest bonus for the two preceding years;
(ii) MFA all of the Executive's outstanding restricted stock, phantom shares and stock options shall immediately pay vest in full and such options shall remain exercisable, and any dividend equivalents associated therewith shall continue to be payable, until the Executive in a lump sum, but in all events within two and one-half months earlier of (a) 90 days following the calendar year in which date of such termination of employment occurs, an amount equal to one and (1b) times the sum of (A) date on which each such option would have expired had the Executive’s then-current Base Salary and (B) the Average Performance Bonusemployment not terminated; and
(iii) the Executive and her immediate family shall have no further rights 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 her sole and absolute discretion, may elect to reduce any other compensation or benefits hereunder on or after termination of employment. To the extent necessary such payment in order 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)amended.”
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:
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