TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events: (i) approval by the stockholders of the Association of a transaction that would result in the reorganization, merger or consolidation of the Association, respectively, with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership interest of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Association; and (B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Association; (ii) the acquisition of all or substantially all of the assets of the Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25% or more of the outstanding securities of the Association entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association of any transaction which would result in such an acquisition; or (iii) a complete liquidation or dissolution of the Association, or approval by the stockholders of the Association of a plan for such liquidation or dissolution; or (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association do not belong to any of the following groups: (A) individuals who were members of the Board of the Association on the date of this Agreement; or (B) individuals who first became members of the Board of the Association after the date of this Agreement either: (1) upon election to serve as a member of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof , in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the Association; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association by any employee benefit plan maintained by the Association. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act. (b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances: (i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits; (ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive; (iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or (iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 4 contracts
Samples: Employment Agreement (Wake Forest Bancshares Inc), Employment Agreement (Wake Forest Bancshares Inc), Employment Agreement (Wake Forest Bancshares Inc)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; providedPROVIDED, howeverHOWEVER, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Bank by any employee benefit plan maintained by the AssociationBank. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association Bank under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Bank in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Bank which is at least as favorable to himhis; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 2 contracts
Samples: Employment Agreement (Af Bankshares Inc), Employment Agreement (Af Bankshares Inc)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Bank of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Bank of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders shareholders of the Association Bank of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Company" were substituted for the term "Bank" therein and the term "Company Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of that the Executive's employment with the Bank terminates within eighteen months following a Change in ControlControl for any reason other than for "cause," as described in section 10, the Executive Bank shall be entitled pay to the payments and benefits contemplated by Executive, in addition to the amounts payable pursuant to section 9(b) 9, a severance benefit in a lump sum payment, within 25 days after the event later of the effective time of such Change in Control or his termination of employment with employment, equal to the Association under any greater of (i) the sum of the circumstances described in amounts payable as salary pursuant to section 9(a4 hereof during the Remaining Unexpired Employment Period and as additional cash compensation pursuant to the terms of section 9(b)(vi) hereof, or (ii) three times the annual average of the amount paid or payable to the Executive under section 4 of this Agreement or under the corresponding section of any prior employment agreement with the Bank or its predecessor during the five preceding taxable years of the following circumstances:
Executive (i) resignation, voluntary or otherwise, by during the entire period of the Executive's employment with the Bank or its predecessor if such period is less than five years). The Bank shall also continue to provide to the Executive and to his eligible dependents the benefits described in section 9(b)(iii) hereof for a period of at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period least 36 months following the failure later of any successor to the Association in the effective time of such Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any his termination of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilitiesemployment.
Appears in 2 contracts
Samples: Employment Agreement (Cohoes Bancorp Inc), Employment Agreement (Cohoes Bancorp Inc)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association of a transaction that would result in the reorganization, merger or consolidation of the Association, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("“Exchange Act"”)) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Association; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Association;
(ii) the acquisition of all or substantially all of the assets of the Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25% or more of the outstanding securities of the Association entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the Association, or approval by the stockholders of the Association of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof , in office at the time of such first nomination; provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the Association; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association by any employee benefit plan maintained by the Association. For purposes of this section 11, the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 2 contracts
Samples: Employment Agreement (Wake Forest Bancshares Inc), Employment Agreement (Wake Forest Bancshares Inc)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("“Exchange Act")”) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, concert or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; provided, however, that this section 11(a)(iv) shall only apply if the Company is not majority owned by AsheCo, MHC;
(v) any event which would be described in sections 11(a)(i), (ii), (iii) and (iv) if the term “Company” were substituted for the term “Bank” therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Association Bank or Company by any employee benefit plan maintained by the AssociationBank or Company or (ii) the conversion of AsheCo, MHC to a stock form corporation and the issuance of additional shares in connection therewith. For purposes of this section 11, the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association Bank under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Bank in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Bank which is at least as favorable to himhis; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25of 20% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; providedPROVIDED, howeverHOWEVER, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Company" were substituted for the term "Bank" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or a subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association Bank under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any material reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following (A) any relocation of his principal place of employment outside of a 25-mile radius of the principal place of employment immediately prior to the Change of Control that would require a relocation of his residence in order to be able to commute to such new place of employment within a commuting time not in excess of the greater of 60 minutes or the Executive's commuting time prior to the Change of Control or (Wake Forest, North CarolinaB) or any material adverse change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;employment; or
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Bank in the Change in of Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Bank which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Bank Employment Agreement (Bankunited Financial Corp)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("“Exchange Act")”) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, concert or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; provided, however, that this section 11(a)(iv) shall only apply if the Company is not majority owned by AsheCo, MHC;
(v) any event which would be described in sections 11(a)(i), (ii), (iii) and (iv) if the term “Company” were substituted for the term “Bank” therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Association Bank or Company by any employee benefit plan maintained by the AssociationBank or Company or (ii) the conversion of AsheCo, MHC to a stock form corporation and the issuance of additional shares in connection therewith. For purposes of this section 11, the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his her termination of employment with the Association Company under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his her demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his her principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Company in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Company which is at least as favorable to himfavorable; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association Company or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association consummation of a transaction that would result in effects the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 5151 % of the outstanding equity ownership interests in the AssociationBank; and
(B) securities representing at least 51% of the votes entitled to be cast by securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Third Amended and Restated Employment Agreement BankUnited, FSB Exchange Act) securities representing at least 51% of the votes entitled to be cast by securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25of outstanding securities of the Bank representing 20% or more of the outstanding votes entitled to be cast by securities of the Association entitled to vote generally in the election of directors directors, by any person or by any persons acting in concertconcert (other than the Executive or any member of his family or an entity, person, or group acting in concert with him or his family or on his behalf), or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of the Bank by the affirmative vote of a majority of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders to serve as a member of the board of directors of the Board, but only if nominated for election by the affirmative vote of three-quarters a majority of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 14a-l1 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 14a-ll of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; or
(v) any event which would be described in Section 11 (a)(i), (ii), (iii) or (iv) if the term “Company” were substituted for the term “Bank” therein. Third Amended and Restated Employment Agreement BankUnited, FSB In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or a subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 11Section 11 (a), the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section Section 9(b) in the event of his termination of employment with the Association Bank under any of the circumstances described in section 9(aSection 9( a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is the Executive, in his reasonable discretion, determines to be embarrassing, derogatory or otherwise materially adverse to the Executiveadverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Bank in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Bank which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as but within 36 months of such date.
(c) Payments and benefits under Section 11(b) are subject to the Association or its successor may reasonably request) to facilitate a transfer provisions of management responsibilitiesSection 9(d).
Appears in 1 contract
Samples: Bank Employment Agreement (Bankunited Financial Corp)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association consummation of a transaction that would result in effects the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 5151 % of the outstanding equity ownership interests in the AssociationCompany; andand Third Amended and Restated Employment Agreement BankUnited Financial Corporation
(B) securities representing at least 51% of the votes entitled to be cast by securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) securities representing at least 51% of the votes entitled to be cast by securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25of outstanding securities of the Company representing 20% or more of the outstanding votes entitled to be cast by securities of the Association entitled to vote generally in the election of directors directors, by any person or by any persons acting in concertconcert (other than the Executive or any member of his family or an entity, person, or group acting in concert with him or his family or on his behalf), or approval by the stockholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders of the Association Company of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Company on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Company after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of the Company by the affirmative vote of a majority of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders to serve as a member of the board of directors of the Board, but only if nominated for election by the affirmative vote of three-quarters a majority of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; Third Amended and Restated Employment Agreement BankUnited Financial Corporation provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationCompany; or
(v) any event which would be described in Section 11 (a)(i), (ii), (iii) or (iv) if the term “Bank” were substituted for the term “Company” therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or a subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 11Section 11 (a), the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section Section 9(b) in the event of his termination of employment service with the Association Company under any of the circumstances described in section Section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is the Executive, in his reasonable discretion, determines to be embarrassing, derogatory or otherwise materially adverse to the Executiveadverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Company in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Company which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as but within 36 months of such date.
(c) Payments and benefits under Section 11(b) are subject to the Association or its successor may reasonably request) to facilitate a transfer provisions of management responsibilities.Section 9(d). Third Amended and Restated Employment Agreement BankUnited Financial Corporation
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("“Exchange Act")”) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, concert or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; provided, however, that this section 11(a)(iv) shall only apply if the Company is not majority owned by AsheCo, MHC;
(v) any event which would be described in sections 11(a)(i), (ii), (iii) and (iv) if the term “Company” were substituted for the term “Bank” therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Association Bank or Company by any employee benefit plan maintained by the AssociationBank or Company or (ii) the conversion of AsheCo, MHC to a stock form corporation and the issuance of additional shares in connection therewith. For purposes of this section 11, the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his her termination of employment with the Association Bank under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his her demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his her principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Bank in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Bank which is at least as favorable to himfavorable; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("“Change in Control"”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("“Exchange Act")”) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, concert or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's ’s election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; provided, however, that this section 11(a)(iv) shall only apply if the Company is not majority owned by AsheCo, MHC;
(v) any event which would be described in sections 11(a)(i), (ii), (iii) and (iv) if the term “Company” were substituted for the term “Bank” therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Association Bank or Company by any employee benefit plan maintained by the AssociationBank or Company or (ii) the conversion of AsheCo, MHC to a stock form corporation and the issuance of additional shares in connection therewith. For purposes of this section 11, the term "“person" ” shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association Company under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Company in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Company which is at least as favorable to himhis; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association Company or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Company of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationCompany; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders shareholders of the Association Company of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationCompany; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Bank" were substituted for the term "Company" therein and the term "Bank Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of that the Executive=s employment with the Company terminates within eighteen months following a Change in ControlControl for any reason other than for "cause," as described in section 10, the Executive Company shall be entitled pay to the payments and benefits contemplated by Executive, in addition to the amounts payable pursuant to section 9(b) 9, a severance benefit in a lump sum payment, within 25 days after the event later of the effective time of such Change in Control or his termination of employment with employment, equal to the Association under any greater of (i) the sum of the circumstances described in amounts payable as salary pursuant to section 9(a4 hereof during the Remaining Unexpired Employment Period and as additional cash compensation pursuant to the terms of section 9(b)(vii) hereof, or (ii) three times the annual average of the amount paid or payable to the Executive under section 4 of this Agreement or under the corresponding section of any prior employment agreement with the Company or its predecessor during the five preceding taxable years of the following circumstances:
Executive (i) resignation, voluntary or otherwise, by during the entire period of the Executive=s employment with the Company or its predecessor if such period is less than five years). The Company shall also continue to provide to the Executive and to his eligible dependents the benefits described in section 9(b)(iii) hereof for a period of at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period least 36 months following the failure later of any successor to the Association in the effective time of such Change in Control to include or his termination of employment. In addition, the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless Company will guarantee the Executive is already covered by a substantially similar plan payment of the Association which is at least as favorable severance benefit provided pursuant to him; or
(ivsection 11(b) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on Executive= employment agreement with the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilitiesBank.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association of a transaction that would result in the reorganization, merger or consolidation of the Association, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Association; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Association;
(ii) the acquisition of all or substantially all of the assets of the Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25% or more of the outstanding securities of the Association entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the Association, or approval by the stockholders of the Association of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof , in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the Association; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association by any employee benefit plan maintained by the Association. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his her termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his her demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his her principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to himher; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Company of a transaction that would result in the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationCompany; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25of 20% or more of the outstanding securities of the Association Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders of the Association Company of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Company on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Company after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Company by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; providedPROVIDED, howeverHOWEVER, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationCompany; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Bank" were substituted for the term "Company" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or a subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association Company under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is the Executive, in his reasonable discretion, determines to be embarrassing, derogatory or otherwise materially adverse to the Executiveadverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Company in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Company which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Company Employment Agreement (Bankunited Financial Corp)
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 l3d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 l3d-3 promulgated under the Exchange Act) at least 5151 % of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 l3d-3 promulgated under the Exchange Act) at least 5151 % of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25of 20% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1) upon election to serve as a member of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof , in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the Association; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association by any employee benefit plan maintained by the Association. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Company of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationCompany; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders shareholders of the Association Company of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationCompany; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Bank" were substituted for the term "Company" therein and the term "Bank Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Company of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationCompany; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders shareholders of the Association Company of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationCompany; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Bank" were substituted for the term "Company" therein and the term "Bank Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, that the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of Executive=s employment with the Association under Company terminates within eighteen months following a Change in Control for any of the circumstances reason other than for "cause," as described in section 9(a10, the Company shall pay to the Executive, in addition to the amounts payable pursuant to section 9, a severance benefit in a lump sum payment, within 25 days after the later of the effective time of such Change in Control or her termination of employment, equal to the greater of (i) the sum of the amounts payable as salary pursuant to section 4 hereof during the Remaining Unexpired Employment Period and as additional cash compensation pursuant to the terms of section 9(b)(vii) hereof, or (ii) three times the annual average of the amount paid or payable to the Executive under section 4 of this Agreement or under the corresponding section of any prior employment agreement with the Company or its predecessor during the five preceding taxable years of the following circumstances:
Executive (i) resignation, voluntary or otherwise, by during the entire period of the Executive=s employment with the Company or its predecessor if such period is less than five years). The Company shall also continue to provide to the Executive and to her eligible dependents the benefits described in section 9(b)(iii) hereof for a period of at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period least 36 months following the failure later of any successor to the Association in the effective time of such Change in Control to include or her termination of employment. In addition, the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless Company will guarantee the Executive is already covered by a substantially similar plan payment of the Association which is at least as favorable severance benefit provided pursuant to him; or
(ivsection 11(b) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on Executive= employment agreement with the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilitiesBank.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Bank of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Bank of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders shareholders of the Association Bank of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Company" were substituted for the term "Bank" therein and the term "Company Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, that the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of Executive=s employment with the Association under Bank terminates within eighteen months following a Change in Control for any of the circumstances reason other than for "cause," as described in section 9(a10, the Bank shall pay to the Executive, in addition to the amounts payable pursuant to section 9, a severance benefit in a lump sum payment, within 25 days after the later of the effective time of such Change in Control or her termination of employment, equal to the greater of (i) the sum of the amounts payable as salary pursuant to section 4 hereof during the Remaining Unexpired Employment Period and as additional cash compensation pursuant to the terms of section 9(b)(vii) hereof, or (ii) three times the annual average of the amount paid or payable to the Executive under section 4 of this Agreement or under the corresponding section of any prior employment agreement with the Bank or its predecessor during the five preceding taxable years of the following circumstances:
Executive (i) resignation, voluntary or otherwise, by during the entire period of the Executive= employment with the Bank or its predecessor if such period is less than five years). The Bank shall also continue to provide to the Executive and to her eligible dependents the benefits described in section 9(b)(iii) hereof for a period of at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period least 36 months following the failure later of any successor to the Association in the effective time of such Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any her termination of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilitiesemployment.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Company of a transaction that would result in the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially beneficial owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 5151 % of the outstanding equity ownership interests in the AssociationCompany; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 l3d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 l3d-3 promulgated under the Exchange Act) or 25of 20% or more of the outstanding securities of the Association Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders of the Association Company of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Company on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Company after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of the Company by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the Association; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association by any employee benefit plan maintained by the Association. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to himCompany; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association Bank of a transaction that would result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders of the Association Bank of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association Bank on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association Bank after the date of this Agreement either:
(1I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; providedPROVIDED, howeverHOWEVER, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Bank by any employee benefit plan maintained by the AssociationBank. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his her termination of employment with the Association Bank under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his her demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime any time during the Employment Period and within ninety (90) days following any relocation of his her principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association Bank in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association Bank which is at least as favorable to himhis; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Bank ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Bank of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationBank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationBank; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationBank;
(ii) the acquisition of all or substantially all of the assets of the Association Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Bank of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationBank, or approval by the stockholders shareholders of the Association Bank of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationBank; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Company" were substituted for the term "Bank" therein and the term "Company Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of that the Executive=s employment with the Bank terminates within eighteen months following a Change in ControlControl for any reason other than for "cause," as described in section 10, the Executive Bank shall be entitled pay to the payments and benefits contemplated by Executive, in addition to the amounts payable pursuant to section 9(b) 9, a severance benefit in a lump sum payment, within 25 days after the event later of the effective time of such Change in Control or his termination of employment with employment, equal to the Association under any greater of (i) the sum of the circumstances described in amounts payable as salary pursuant to section 9(a4 hereof during the Remaining Unexpired Employment Period and as additional cash compensation pursuant to the terms of section 9(b)(vii) hereof, or (ii) three times the annual average of the amount paid or payable to the Executive under section 4 of this Agreement or under the corresponding section of any prior employment agreement with the Bank or its predecessor during the five preceding taxable years of the following circumstances:
Executive (i) resignation, voluntary or otherwise, by during the entire period of the Executive= employment with the Bank or its predecessor if such period is less than five years). The Bank shall also continue to provide to the Executive and to his eligible dependents the benefits described in section 9(b)(iii) hereof for a period of at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period least 36 months following the failure later of any successor to the Association in the effective time of such Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any his termination of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilitiesemployment.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association Company ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders shareholders of the Association Company of a transaction that would result and does result in the reorganization, merger or consolidation of the AssociationCompany, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the AssociationCompany; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the AssociationCompany;
(ii) the acquisition of all or substantially all of the assets of the Association Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or of 25% or more of the outstanding securities of the Association Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders shareholders of the Association Company of any transaction which would result in such an acquisition; or;
(iii) a complete liquidation or dissolution of the AssociationCompany, or approval by the stockholders shareholders of the Association Company of a plan for such liquidation or dissolution; or;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof, in office at the time of such first election; or
(2) upon election by the shareholders of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof thereof, in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the AssociationCompany; or
(v) any event which would be described in section 11(a)(i), (ii), (iii) or (iv) if the term "Bank" were substituted for the term "Company" therein and the term "Bank Board" were substituted for the term "Board" therein. In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association Company, the Bank, or a subsidiary of either of them, by the Company, the Bank, or any subsidiary of either of them, or by any employee benefit plan maintained by the Associationany of them. For purposes of this section 1111(a), the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of that the Executive's employment with the Company terminates within eighteen months following a Change in ControlControl for any reason other than for "cause," as described in section 10, the Executive Company shall be entitled pay to the payments and benefits contemplated by Executive, in addition to the amounts payable pursuant to section 9(b) 9, a severance benefit in a lump sum payment, within 25 days after the event later of the effective time of such Change in Control or his termination of employment with employment, equal to the Association under any greater of (i) the sum of the circumstances described in amounts payable as salary pursuant to section 9(a4 hereof during the Remaining Unexpired Employment Period and as additional cash compensation pursuant to the terms of section 9(b)(vi) hereof, or (ii) three times the annual average of the amount paid or payable to the Executive under section 4 of this Agreement or under the corresponding section of any prior employment agreement with the Company or its predecessor during the five preceding taxable years of the following circumstances:
Executive (i) resignation, voluntary or otherwise, by during the entire period of the Executive's employment with the Company or its predecessor if such period is less than five years). The Company shall also continue to provide to the Executive and to his eligible dependents the benefits described in section 9(b)(iii) hereof for a period of at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period least 36 months following the failure later of any successor to the Association in the effective time of such Change in Control to include or his termination of employment. In addition, the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless Company will guarantee the Executive is already covered by a substantially similar plan payment of the Association which is at least as favorable severance benefit provided pursuant to him; or
(ivsection 11(b) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on Executive's employment agreement with the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilitiesBank.
Appears in 1 contract
TERMINATION UPON OR FOLLOWING A CHANGE IN CONTROL. (a) A Change in Control of the Association ("Change in Control") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the stockholders of the Association of a transaction that would result in the reorganization, merger or consolidation of the Association, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interest of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the outstanding equity ownership interests in the Association; and
(B) at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of the Association;
(ii) the acquisition of all or substantially all of the assets of the Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) or 25% or more of the outstanding securities of the Association entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the stockholders of the Association of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the Association, or approval by the stockholders of the Association of a plan for such liquidation or dissolution; or
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the board of directors of the Association do not belong to any of the following groups:
(A) individuals who were members of the Board of the Association on the date of this Agreement; or
(B) individuals who first became members of the Board of the Association after the date of this Agreement either:
(1) upon election to serve as a member of the Board to serve as a member of the board of directors of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the board of directors of the Board, or of a nominating committee thereof , in office at the time of such first nomination; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board of the Association; In no event, however, shall a Change in Control be deemed to have occurred as a result of any acquisition of securities or assets of the Association by any employee benefit plan maintained by the Association. For purposes of this section 11, the term "person" shall have the meaning assigned to it under sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of Change in Control, the Executive shall be entitled to the payments and benefits contemplated by section 9(b) in the event of his termination of employment with the Association under any of the circumstances described in section 9(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within ninety (90) days following his demotion, loss of title, office or significant authority or responsibility, or following any reduction in any element of his package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at anytime during the Employment Period and within ninety (90) days following relocation of his principal place of employment (Wake Forest, North Carolina) or any change in working conditions at such principal place of employment which is embarrassing, derogatory or otherwise materially adverse to the Executive;; 9
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period following the failure of any successor to the Association in the Change in Control to include the Executive in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive is already covered by a substantially similar plan of the Association which is at least as favorable to him; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever following the expiration of a transition period of thirty days beginning on the effective date of the Change in Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
