Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events: (i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which: (A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company; (ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert; (iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups: (A) individuals who were members of the Board on the Initial Effective Date; or (B) individuals who first became members of the Board after the Initial Effective Date either: (I) 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 (II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or (v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits; (ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse; (iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or (iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 7 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 7 contracts
Samples: Employment Agreement (Western New England Bancorp, Inc.), Employment Agreement (Western New England Bancorp, Inc.), Employment Agreement (Western New England Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Association with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyAssociation; 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 CompanyAssociation;
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company Association entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the CompanyAssociation, or approval by the stockholders of the Company Association of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company Association to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Company" were substituted for the term “Company” "Association" therein or the term “"Board of Directors of the Association” Company" were substituted for the term “"Board”". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the CompanyAssociation, the AssociationCompany, or an affiliate or subsidiary of either of them, by the CompanyAssociation, the AssociationCompany, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Association in the Change 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 Company Association which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 7 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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; oror <PAGE>
(II) upon election by the stockholders of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.
(c) Notwithstanding anything in this Agreement to the contrary, if the Executive's employment with the Bank and the Company terminates due to death or disability within one (1) year after the occurrence of a Pending Change of Control and if a Change of Control occurs within two (2) years after such termination of employment, he (or in the event of his death, his estate) shall be entitled to receive the benefits described in section 9(b) that would have been payable if a Change of Control had occurred on the date of his termination of employment and he had resigned pursuant to section 9(a)(i) immediately thereafter; provided, that payment shall be deferred without interest until, and shall be payable immediately upon, the actual occurrence of a Change of Control.
(d) Notwithstanding anything in this Agreement to the contrary: (i) in the event of the Executive's resignation within sixty (60) days after the occurrence of a Change of Control, he shall be entitled to receive the benefits described in section 9(b) that would be payable if his resignation were pursuant to section 9(a)(i), without regard to the actual circumstances of his resignation; and (ii) for a period of one (1) year after the occurrence of a Change of Control, no discharge of the Executive shall be entitled to deemed a discharge with Cause unless the payments and benefits votes contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(asection 11(a) of this Agreement or under any are supported by at least two-thirds of the following circumstances:
(i) resignation, voluntary or otherwise, by members of the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss Board of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Directors of the Company which at the time the vote is at least as favorable taken who were also members of the Board of Directors of the Company immediately prior to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control. <PAGE>
(e) Notwithstanding anything in this Agreement to the contrary, for purposes of computing the benefits described in section 9(b) due upon a termination of employment that occurs, or is deemed to have occurred, after a Change of Control, the Remaining Unexpired Employment Period shall be deemed to be three (3) full years.
Appears in 6 contracts
Samples: Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 6 contracts
Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Port Financial Corp), Employment Agreement (Hudson City Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a11(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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 6 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, or of a nominating committee thereof, in office at the time of such first nomination; provided; however, that this section 12(a)(iv) shall only apply if the if the Company is not majority owned by Westfield Mutual Holding Company; 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Westfield Mutual Holding Company to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 6 contracts
Samples: Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Association with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyAssociation; 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 CompanyAssociation;
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company Association entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the CompanyAssociation, or approval by the stockholders of the Company Association of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company Association to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationCompany” were substituted for the term “CompanyAssociation” therein or the term “Board of Directors of the AssociationCompany” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the CompanyAssociation, the Association, Company or an affiliate or subsidiary of either of them, by the CompanyAssociation, the Association, Company or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a11(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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company Association which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 6 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company Bank to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationCompany” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the AssociationCompany” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the CompanyBank, the AssociationCompany, or an affiliate or subsidiary of either of them, by the CompanyBank, the AssociationCompany, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 4 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;; 68243715v4
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the AssociationBank” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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.. 68243715v4
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 4 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Western New England Bancorp, Inc.), Employment Agreement (Western New England Bancorp, Inc.), Employment Agreement (Western New England Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Bridge Street Financial Inc), Employment Agreement (CMS Bancorp, Inc.), Employment Agreement (Bridge Street Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; provided, however, that this section 15(a)(iv) shall only apply if the Company is not majority owned by Lake Shore, MHC; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of Lake Shore, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 15(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 For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Lake Shore Bancorp, Inc.), Employment Agreement (Lake Shore Bancorp, Inc.), Employment Agreement (Lake Shore Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Holding Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Holding Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Holding Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least fifty-one percent (51% %) of the equity ownership 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, as amended (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 fifty-one percent (51% %) of the outstanding equity ownership interests in the Holding Company; and
(B) at least fifty-one percent (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 % fifty-one percent (51%) of the securities entitled to vote generally in the election of directors of the Holding Company;
(ii) the acquisition of all or substantially all of the assets of the Holding Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty-five percent (25%) or more of the outstanding securities of the Holding 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 Holding Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Holding Company, or approval by the stockholders of the Holding Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least fifty percent (50% %) of the members of the Board board of directors of the Holding Company do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Holding Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Holding Company after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Holding Company by affirmative vote of three-three- quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Holding Company to serve as a member of the Boardboard of directors of the Holding Company, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardsuch board, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the Boardboard of directors of the Holding Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “"Association” " were substituted for the term “"Holding Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Holding Company, the Association, or an affiliate or a subsidiary of either of them, by the Holding Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Holding 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any material reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six following (6A) months following any relocation of his or her 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 sixty (60) minutes or the Executive's commuting time prior to the Change of Control or (B) any material adverse change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;employment; or
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Holding Company in the Change 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 Holding Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlhim.
Appears in 3 contracts
Samples: Executive Employment Agreement (Home Bancorp of Elgin Inc), Executive Employment Agreement (Home Bancorp of Elgin Inc), Executive Employment Agreement (Home Bancorp of Elgin Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolutionBank;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Bank on the Initial Effective Date; or
(B) individuals who first became members of the Board of Directors of the Bank after the Initial Effective Date either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company Board of Directors of the Bank to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Bank; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationCompany” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Association of a transaction that results would result in the reorganization, merger or consolidation of the Company Association with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyAssociation; 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 CompanyAssociation;
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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;
(iii) a complete liquidation or dissolution of the CompanyAssociation, or approval by the stockholders of the Company Association of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company Association to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Company" were substituted for the term “Company” "Association" therein or the term “"Board of Directors of the Association” Company" were substituted for the term “"Board”". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the CompanyAssociation, the Association, or an affiliate or subsidiary of either of them, by the CompanyAssociation, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Association in the Change 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 Company Association which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the expiration of a transition period of thirty (30) days beginning on the effective date of the Change of Control (or for such longer period, not to exceed ninety (90) days beginning on the effective date of the Change of Control, as the Association or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 3 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolutionBank;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Bank after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company Board of Directors of the Bank to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Bank; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationCompany” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, or of a nominating committee thereof, in office at the time of such first nomination; provided; however, that this section 12(a)(iv) shall only apply if the if the Company is not majority owned by Westfield Mutual Holding Company; 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Westfield Mutual Holding Company to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, or of a nominating committee thereof, in office at the time of such first nomination; provided, however, that this section 12(a)(iv) shall only apply if the Company is not majority owned by Westfield Mutual Holding Company; 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Westfield Mutual Holding Company to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Association of a transaction that results would result in the reorganization, merger or consolidation of the Company Association, respectively, with one or more other persons, other than a transaction following which:
(A) at least fifty-one percent (51% %) of the equity ownership 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, as amended (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 fifty-one percent (51% %) of the outstanding equity ownership interests in the CompanyAssociation; and
(B) at least fifty-one percent (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 % fifty-one percent (51%) of the securities entitled to vote generally in the election of directors of the CompanyAssociation;
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% twenty-five percent (25%) or more of the outstanding securities of the Company 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 CompanyAssociation, or approval by the stockholders of the Company Association of a plan for such liquidation or dissolution;; or
(iv) the occurrence of any event if, immediately following such event, at least fifty percent (50% %) of the members of the Board board of directors of the Association do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Association on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Association after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Association by affirmative vote of three-quarters (3/4) of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company Association to serve as a member of the Boardboard of directors of the Association, but only if nominated for election by affirmative vote of three-quarters (3/4) of the members of the Boardboard of directors of the Association, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the Board; orboard of directors of the Association;
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Holding Company" were substituted for the term “Company” therein or the term “Board of Directors of the "Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Holding Company, the Association, or an affiliate or a subsidiary of either of them, by the Holding Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section section 11 (a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Association 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 six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any material reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within six ninety (690) months days following (A) any relocation of his or her 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 sixty (60) minutes or the Executive's commuting time prior to the Change of Control or (B) any material adverse change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;employment; or
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Association in the Change 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 Company Association which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlhim.
Appears in 3 contracts
Samples: Employment Agreement (Home Bancorp of Elgin Inc), Employment Agreement (Home Bancorp of Elgin Inc), Employment Agreement (Home Bancorp of Elgin Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Association of a transaction that results would result in the reorganization, merger or consolidation of the Company Association with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyAssociation; 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 Company;promulgated
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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;
(iii) a complete liquidation or dissolution of the CompanyAssociation, or approval by the stockholders of the Company Association of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company Association to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or14A
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Company" were substituted for the term “Company” "Association" therein or the term “"Board of Directors of the Association” Company" were substituted for the term “"Board”". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the CompanyAssociation, the Association, or an affiliate or subsidiary of either of them, by the CompanyAssociation, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Association in the Change 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 Company Association which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the expiration of a transition period of thirty (30) days beginning on the effective date of the Change of Control.of
Appears in 3 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, or of a nominating committee thereof, in office at the time of such first nomination; provided, however, that this section 12(a)(iv) shall only apply if the Company is not majority owned by Westfield Mutual Holding Company; 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Westfield Mutual Holding Company to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc), Employment Agreement (Westfield Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 3 contracts
Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company Board to serve as a member 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; 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” " therein or and the term “Board of Directors of the Association” "Bank Board" were substituted for the term “"Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) section 9(b), regardless of this Agreement or under any of whether his employment terminates; PROVIDED, HOWEVER, that the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the term "Remaining Unexpired Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following Period" shall mean three years beginning on the effective date of the Change of Control, even if such three-year period extends beyond the date the Executive attains age 68.
Appears in 3 contracts
Samples: Employment Agreement (Warwick Community Bancorp Inc), Employment Agreement (Warwick Community Bancorp Inc), Employment Agreement (Warwick Community Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company or the Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company or the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company or the Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company or the 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 Company or the Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyCompany or the Bank, or approval by the stockholders of the Company or the Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company or the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Company or the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Company or the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Company or the Bank by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company or the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company or the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if Board of the term “Association” were substituted for the term “Company” therein Company or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a13(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 of Control, the Executive Xx. Xxxxxxxx shall be entitled to the payments and benefits contemplated by Section 9(b11(b), provided, however, that with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 11(b) will be calculated as if the remaining Unexpired Employment Period and the salary multiple in Section 11(b)(iv) are each equal to three years in the event of his or her termination of employment with the Company or the Bank under any of the circumstances described in Section 9(a11(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxx at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxx at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the ExecutiveXx. Xxxxxxxx, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change of Control to include the Executive Xx. Xxxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxxx is already covered by a substantially similar plan of the Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Usb Holding Co Inc), Employment Agreement (Usb Holding Co Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board 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 Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Bank; or
(v) any event which would be described in Section 11(a)(isection 10(a)(i), (ii), (iii) or (iv) if the term “Association” "Mystic Financial, Inc." (the "Company") were substituted for the term “Company” "Bank" therein or the term “Board any event that results in a "Change of Directors Control of the Association” were substituted for Bank" within the term “Board”meaning of the "Change in Bank Control Act" and the rules and regulations promulgated by the Federal Deposit Insurance Agency ("FDIC") or the Massachusetts Division of Banks as of the date hereof. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Company, the Association, or an affiliate or a subsidiary of either of them, by the CompanyBank, the AssociationCompany, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 10(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Commercial Loan Officer shall be entitled to the payments and benefits contemplated by Section 9(bsection 6(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(aBank terminates due to his voluntary resignation within ninety (90) 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months days following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Mystic Financial Inc), Employment Agreement (Mystic Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(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 For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (CMS Bancorp, Inc.), Employment Agreement (CMS Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; provided, however, that this section 15(a)(iv) shall only apply if the Company is not majority owned by First Charter, MHC; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of First Charter, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections 13(d)(3sections l3(d)(3) or 14(d)(2l4(d)(2) of the Exchange Act.
(b) In the event For purposes of this Agreement, a “Pending Change of Control, the Executive ” shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) of this Agreement or under any of the following circumstancesmean:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Charter Financial Corp/Ga), Employment Agreement (Charter Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Date; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Holding Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Holding Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Holding Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Holding Company; 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 51% of the securities entitled to vote generally in the election of directors of the Holding Company;
(ii) the acquisition of all or substantially all of the assets of the Holding Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Holding 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 Holding Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Holding Company, or approval by the stockholders of the Holding Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Holding Company do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Holding Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Holding Company after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Holding Company by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company such board to serve as a member of the Boardboard of directors of such board, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardsuch board, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the Boardboard of directors of the Holding Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Holding Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Holding Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Holding Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Holding 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any material reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six following (6A) months following any relocation of his or her 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 (B) any material adverse change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;employment; or
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Holding Company in the Change 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 Holding Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlhim.
Appears in 2 contracts
Samples: Executive Employment Agreement (Big Foot Financial Corp), Executive Employment Agreement (Big Foot Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Bank with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;Bank; 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 Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Bank after the Initial Effective Date date of this Agreement either:
(Ia) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(IIb) upon election by the stockholders shareholders of the Company Board of Directors of the Bank to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, Bank by the Company, the Association, or a subsidiary of either of themany affiliated company, or by any employee benefit plan maintained by any the Bank or due to a mutual to stock conversion of themthe Bank (irrespective of the amount of ownership sold in such stock conversion). For purposes of this Section 11 (asection 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 the Executive’s resignation after the occurrence of a Change of ControlControl for any reasons listed in section 9(a), the Executive he shall be entitled to receive the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlsection 9(b).
Appears in 2 contracts
Samples: Employment Agreement (CMS Bancorp, Inc.), Employment Agreement (CMS Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or " each time the term “Board of Directors of the Association” were substituted for the term “Board”appears therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) with the Remaining Unexpired Employment Period being a fixed term of three (3) years in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Mystic Financial Inc), Employment Agreement (Mystic Financial Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board 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 Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. Bank; In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an any affiliate or subsidiary of either of them, by the Company, the AssociationBank, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adversematerially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change of Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 2 contracts
Samples: Executive Employment Agreement (RFS Bancorp Inc), Executive Employment Agreement (RFS Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company or the Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company or the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company or the Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company or the 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 Company or the Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyCompany or the Bank, or approval by the stockholders of the Company or the Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company or the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Company or the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Company or the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Company or the Bank by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company or the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company or the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if Board of the term “Association” were substituted for the term “Company” therein Company or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a13(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 of Control, the Executive Xx. Xxxxx shall be entitled to the payments and benefits contemplated by Section 9(b11(b), provided, however, that with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 11(b) will be calculated as if the remaining Unexpired Employment Period is equal to three years, in the event of his or her termination of employment with the Company or the Bank under any of the circumstances described in Section 9(a11(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive Xx. Xxxxx at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxx at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the ExecutiveXx. Xxxxx, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change of Control to include the Executive Xx. Xxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxx is already covered by a substantially similar plan of the Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Usb Holding Co Inc), Employment Agreement (Usb Holding Co Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company Bank of a plan for such liquidation or dissolution;; or
(iv) the occurrence of any event if, immediately following such event, at least fifty percent (50% %) of the members of the Board board of directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of directors of the Bank by affirmative vote of three-quarters (3/4) of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company Board to serve as a member of the Boardboard of directors of the Bank, but only if nominated for election by affirmative vote of three-quarters (3/4) of the members of the Boardboard of directors of the Bank, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the Board; orboard of directors of the Bank;
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Holding Company" were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”"Bank" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Holding Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Holding Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a)section 11, the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any material reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within six ninety (690) months days following (A) any relocation of his or her 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 (B) any material adverse change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;employment; or
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlhim.
Appears in 2 contracts
Samples: Employment Agreement (Big Foot Financial Corp), Employment Agreement (Big Foot Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; provided, however, that this section 15(a)(iv) shall only apply if the Company is not majority owned by Lake Shore, MHC; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of Lake Shore, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Lake Shore Bancorp, Inc.), Employment Agreement (Lake Shore Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.the
Appears in 2 contracts
Samples: Employment Agreement (Astoria Financial Corp), Employment Agreement (Astoria Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Company Board do not belong to any of the following groups:
(A) individuals who were members of the Company Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Company Board after the Initial Effective Date date of this Agreement either:
(I1) upon election to serve as a member of the Company Board by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company to serve as a member of the Company Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardsuch board, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the Company Board; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Commercial Bank" were substituted for the term “"Company” " therein or and the term “Board of Directors of the Association” "Commercial Bank Board" were substituted for the term “"Company Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationCommercial Bank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationCommercial Bank, or a any subsidiary of either of them, or by any employee benefit plan or trust maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) section 9(b), regardless of this Agreement or under any of whether his employment terminates; PROVIDED, HOWEVER, that the following circumstances:
(i) resignation, voluntary or otherwise, by term "Remaining Unexpired Employment Period" shall mean the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following period beginning on the effective date of the Change of ControlControl and ending on the second anniversary of such date.
Appears in 2 contracts
Samples: Employment Agreement (Warwick Community Bancorp Inc), Employment Agreement (Warwick Community Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” " therein or the term “Board any event that results in a "Change of Directors Control of the Association” were substituted for Bank" within the term “Board”meaning of the "Change in Bank Control Act" and the rules and regulations promulgated by the Federal Deposit Insurance Agency ("FDIC") or the Massachusetts Division of Banks as of the date hereof. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Westborough MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(bsection 12(c) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; orhim;
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control; or
(v) termination by the Company for any reason other than "cause" as defined under section 11.
(c) In the event Executive's employment with the Company terminates after a Change in Control under any of the circumstances described in section 12(b), Executive shall be entitled to the payments and benefits described in section 9(b), except that the lump sum payable under section 9(b)(iv) shall not be less than an amount equal to 2.99 multiplied by Executive's "base amount" as that term is defined under Section 280G of the Code.
Appears in 2 contracts
Samples: Employment Agreement (Westborough Financial Services Inc), Employment Agreement (Westborough Financial Services Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interests 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, as amended (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 outstanding equity ownership interests interest in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within approval by the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more stockholders of the outstanding securities Bank of the Company entitled to vote generally any transaction which would result in the election of directors by any person or by any persons acting in concertsuch an acquisition;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Bank by affirmative vote of threetwo-quarters thirds 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 Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of threetwo-quarters thirds of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Bank; or
(v) any event which would be described in Section 11(a)(isection 10(a)(i), (ii), (iii) or (iv) if the term “AssociationHolding Company” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Holding Company, the Association, or an affiliate or a subsidiary of either of them, by the CompanyBank, the AssociationHolding Company, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 10(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(bsection 6(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(aBank terminates due to his voluntary resignation within ninety (90) 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months days following the effective date of the Change of ControlControl with the Remaining Unexpired Employment Period deemed in such event to be twenty-four (24) months. Notwithstanding anything in this Agreement to the contrary, in no event shall any payments made or benefits provided under this Agreement, when combined with all other payments and benefits to the Executive, be allowed to render any such payment or benefit nondeductible under Section 280G of the Internal Revenue Code (“Code”) or to trigger an excise tax under Section 4999 of the Code. In such event, the payments and/or benefits to be provided under this Agreement shall be reduced, but not below zero, such that the aggregate benefits to be provided to the Executive do not exceed 2.99 multiplied by the Executive’s “base amount” (as such term is defined in Section 280G of the Code).
Appears in 2 contracts
Samples: Employment Agreement (Merrill Merchants Bancshares Inc), Employment Agreement (Merrill Merchants Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company or the Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company or the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company or the Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company or the 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 Company or the Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyCompany or the Bank, or approval by the stockholders of the Company or the Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company or the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Company or the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Company or the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Company or the Bank by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company or the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company or the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if Board of the term “Association” were substituted for the term “Company” therein Company or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a13(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 of Control, the Executive Xx. Xxxxxx shall be entitled to the payments and benefits contemplated by Section 9(b11(b), provided, however, that with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 11(b) will be calculated as if the remaining Unexpired Employment Period and the salary multiple in Section 11(b)(iv) are each equal to three years in the event of his or her termination of employment with the Company or the Bank under any of the circumstances described in Section 9(a11(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxx at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxx at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the ExecutiveXx. Xxxxxx, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change of Control to include the Executive Xx. Xxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxx is already covered by a substantially similar plan of the Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Usb Holding Co Inc), Employment Agreement (Usb Holding Co Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;Company
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 2 contracts
Samples: Employment Agreement (Hudson City Bancorp Inc), Employment Agreement (Hudson City Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company or the Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company or the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company or the Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company or the 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 Company or the Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyCompany or the Bank, or approval by the stockholders of the Company or the Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company or the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Company or the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Company or the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Company or the Bank by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company or the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company or the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if Board of the term “Association” were substituted for the term “Company” therein Company or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a13(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 of Control, the Executive Xx. Xxxxxx shall be entitled to the payments and benefits contemplated by Section 9(b11(b), provided, however, that with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 11(b) will be calculated as if the remaining Unexpired Employment Period is equal to three years in the event of his or her termination of employment with the Company or the Bank under any of the circumstances described in Section 9(a11(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxx at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxx at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the ExecutiveXx. Xxxxxx, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change of Control to include the Executive Xx. Xxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxx is already covered by a substantially similar plan of the Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 5150.1% of the common stock or equity ownership 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, as amended (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 5150.1% of the outstanding common stock or equity ownership interests in the Company; and
(B) at At least 5150.1% of the combined voting power 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 50.1% of the combined voting power of the securities entitled to vote generally in the election of directors of the Company;; and
(C) No person, or persons acting in concert, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of the outstanding common stock or equity ownership interests in, or 20% or more of the combined voting power of the securities entitled to vote generally in the election of directors of, the entity resulting from such transaction; and
(D) At least a majority of the members of the board of directors of the entity resulting from such transaction are individuals who were described in sections 11(a)(iv)(A) or (B) of this Agreement as of the date of execution of the initial definitive agreement providing for such transaction (or, if earlier, as of the date on which the Board of Directors of the Company authorized such transaction).
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities or of the combined voting power of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the 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 board of directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change 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 Company or the Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months 90 days following the effective date of the Change of Control, PROVIDED, HOWEVER, that if the Change of Control is of the type described in Section 11(a) (1), such 90 day period shall not be deemed to commence until the actual consummation of the transaction approved by the stockholders.
Appears in 1 contract
Samples: Employment Agreement (Republic Security Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.
(c) Notwithstanding anything in this Agreement to the contrary, if the Executive's employment with the Bank and the Company terminates due to death or disability within one (1) year after the occurrence of a Pending Change of Control and if a Change of Control occurs within two (2) years after such termination of employment, he (or in the event of his death, his estate) shall be entitled to receive the benefits described in section 9(b) that would have been payable if a Change of Control had occurred on the date of his termination of employment and he had resigned pursuant to section 9(a)(i) immediately thereafter; provided, that payment shall be deferred without interest until, and shall be payable immediately upon, the actual occurrence of a Change of Control.
(d) Notwithstanding anything in this Agreement to the contrary: (i) in the event of the Executive's resignation within sixty (60) days after the occurrence of a Change of Control, he shall be entitled to receive the benefits described in section 9(b) that would be payable if his resignation were pursuant to section 9(a)(i), without regard to the actual circumstances of his resignation; and (ii) for a period of one (1) year after the occurrence of a Change of Control, no discharge of the Executive shall be entitled to deemed a discharge with Cause unless the payments and benefits votes contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(asection 11(a) of this Agreement or under any are supported by at least two-thirds of the following circumstances:
(i) resignation, voluntary or otherwise, by members of the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss Board of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Directors of the Company which at the time the vote is at least as favorable taken who were also members of the Board of Directors of the Company immediately prior to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the 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 do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company Board to serve as a member of the Board, but only if nominated for election by affirmative affir mative 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; 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”Company. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or any subsidiary of either of themthe Company, by the Company, the Association, or a any subsidiary of either of themthe Company, or by any employee benefit plan maintained by the Company or any subsidiary of themthe Company. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) section 9(b), regardless of this Agreement or under any of whether his employment terminates; PROVIDED, HOWEVER, that the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the term "Remaining Unexpired Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following Period" shall mean three years beginning on the effective date of the Change of Control, even if such three-year period extends beyond the date the Executive attains age 68.
Appears in 1 contract
Samples: Employment Agreement (Warwick Community Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; provided, however, that this section 15(a)(iv) shall only apply if the Company is not majority owned by Lake Shore, MHC; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of Lake Shore, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 15(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 For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;promulgated
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a11(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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company or the Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company or the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company or the Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company or the 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 Company or the Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyCompany or the Bank, or approval by the stockholders of the Company or the Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company or the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Company or the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Company or the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Company or the Bank by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company or the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company or the Bank, 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 contested solicitation with respect to the election contest or removal of Directors (within the meaning of Rule 14a-11 14a-12 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 14a-12 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if Board of the term “Association” were substituted for the term “Company” therein Company or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a13(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 of Control, the Executive Mr. Hales shall be entitled to the payments and benefits contemplaxxx xx Xxction 11(b), provided, however, that with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 9(b11(b) will be calculated as if the remaining Unexpired Employment Period is equal to three years, in the event of his or her termination of employment with the Company or the Bank under any of the circumstances described in Section 9(a11(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive Mr. Hales at any time during the Employment Period within six (6) months following his or her demotionfollowxxx xxx xemotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Mr. Hales at any time during the Employment Period within six (6) months following any relocation followxxx xxx xelocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the ExecutiveMr. Hales, in his or her reasonable discretion, determines to be embarrassingxxxxxxxxsing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Mr. Hales at any time during the Employment Period within six (6) months following the failure followxxx xxx xailure of any successor to the Company or the Bank in the Change of Control to include the Executive Mr. Hales in any compensation or benefit program maintained by it maintainxx xx xx or covering any of its executive officers, unless the Executive Mr. Hales is already covered by a substantially similar plan of the pxxx xx xxe Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Bank or the Company with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 5151 % of the outstanding equity ownership interests in the Bank or the Company; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Bank or the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Bank or the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Bank or the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) during any period of two consecutive years, individuals who constitute the occurrence Bank’s or the Company’s Board of Directors at the beginning of the two-year period cease for any event if, immediately following such event, reason to constitute at least 50% a majority of the members Bank’s or the Company’s Board of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board, or of a nominating committee thereof, in office at the time of such first nominationDirectors; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest for purposes of this clause (within iv), each director who is nominated by the meaning board by a vote of Rule 14a-11 of Regulation 14A promulgated under the Exchange Actat least two-thirds (2/3) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Boarddirectors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; provided, however, that this Section 15(a)(iv) shall only apply if the Company is not majority owned by Lake Shore, MHC; or
(v) any event which would be described in Section 11(a)(i15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of Lake Shore, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (a15(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 For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective DateDate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date of this Agreement either:
(I) 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 Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection ll(a)(i), (ii), (iii) or (iv) if the term “"Association” " were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or a subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 5150.1% of the common stock or equity ownership 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, as amended (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 5150.1% of the outstanding common stock or equity ownership interests in the Company; and
(B) at At least 5150.1% of the combined voting power 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 50.1% of the combined voting power of the securities entitled to vote generally in the election of directors of the Company;; and
(C) No person, or persons acting in concert, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 20% or more of the outstanding common stock or equity ownership interests in, or 20% or more of the combined voting power of the securities entitled to vote generally in the election of directors of, the entity resulting from such transaction; and
(D) At least a majority of the members of the board of directors of the entity resulting from such transaction are individuals who were described in sections 11(a)(iv)(A) or (B) of this Agreement as of the date of execution of the initial definitive agreement providing for such transaction (or, if earlier, as of the date on which the Board of Directors of the Company authorized such transaction).
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities or of the combined voting power of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the 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 board of directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change 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 Company or the Bank which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months 90 days following the effective date of the Change of Control, PROVIDED, HOWEVER, that if the Change of Control is of the type described in Section 11(a) (1), such 90 day period shall not be deemed to commence until the actual consummation of the transaction approved by the stockholders.
Appears in 1 contract
Samples: Employment Agreement (Republic Security Financial Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 5151 % of the outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; provided, however, that this section 15(a)(iv) shall only apply if the Company is not majority owned by Lake Shore, MHC; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of Lake Shore, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 15(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 For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” " therein or the term “Board any event that results in a "Change of Directors Control of the Association” were substituted for Bank" within the term “Board”meaning of the "Change in Bank Control Act" and the rules and regulations promulgated by the Federal Deposit Insurance Agency ("FDIC") or the Massachusetts Division of Banks as of the date hereof. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Rome, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by described in Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) of this Agreement or Bank under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or her; orhim;
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control; or
(v) termination by the Company for any reason other than “cause” as defined under section 11.
(c) In the event Executive’s employment with the Bank terminates after a Change of Control under any of the circumstances described in section 12(b), Executive shall be entitled to the payments and benefits described in section 9(b).
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 l3d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 board of directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Bank by affirmative vote of three-three- quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-three- quarters of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Bank; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Holding Company" were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”"Bank" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Holding Company, the Association, or an any affiliate or subsidiary of either of them, by the Bank, the Holding Company, the Association, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Xx. Xxxxxxxxx shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 Xx. Xxxxxxxxx at any time during the Employment Period and within six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxxx at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change of Control to include the Executive Xx. Xxxxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxxxx is already covered by a substantially similar plan of the Company Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Rome, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by described in Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; orhim;
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control; or
(v) termination by the Company for any reason other than “cause” as defined under section 11.
(c) In the event Executive’s employment with the Company terminates after a Change of Control under any of the circumstances described in section 12(b), Executive shall be entitled to the payments and benefits described in section 9(b).
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or " each time the term “Board of Directors of the Association” were substituted for the term “Board”appears therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event that the Executive's employment with the Company terminates due to his voluntary resignation within ninety (90) days following the effective date of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b); provided, however, that the benefit owed under section 9(b)(iv) in shall be calculated as if the event of his or her termination of employment with the 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 Remaining Unexpired Employment Period within six was a fixed term of three (63) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlyears.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 1 3d-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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) upon election by the shareholders to serve as a member of the Board of Directors of the Company by the affirmative vote of three-quarters of the members of such Boardthe Board of Directors of the Company, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders of the Company shareholders to serve as a member of the Boardsuch board, but only if nominated for election by the affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(i15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) Approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at At least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; and
(B) at 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the The acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concertconcert (other than Executive or persons acting in concert with Executive), or approval by the stockholders of the Company of any transaction which would result in such an acquisition;
(iii) a A complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the The occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company do not belong to any of the following groups:
(A) individuals Individuals who were members of the Board board of directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals Individuals who first became members of the Board board of directors of the Company after the Initial Effective Date date of this Agreement either:
(I) upon Upon election to serve as a member of the Board board of directors of the Company by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon Upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company, or of a nominating committee thereof, in office at the time of such first nomination; provided;
(III) 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”Company. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or a subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a7(a), the term “"person” " shall have the meaning assigned to it under Sections 13(d)(3) or Section 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b5(b), provided, however, that he signs a release reasonably satisfactory to the Company and, provided however, with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 5(b) will be calculated as if the remaining unexpired Term is equal to one year, in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a5(a) of this Agreement or under any of the following circumstances:
(i) resignationResignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months Term following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignationResignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months Term following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationResignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months Term following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or herhim; or
(iv) resignationResignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Samples: Executive Employment Agreement (Hemagen Diagnostics Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interests 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, as amended (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 outstanding equity ownership interests interest in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within approval by the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more stockholders of the outstanding securities Bank of the Company entitled to vote generally any transaction which would result in the election of directors by any person or by any persons acting in concertsuch an acquisition;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Bank by affirmative vote of threetwo-quarters thirds 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 Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of threetwo-quarters thirds of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Bank; or
(v) any event which would be described in Section 11(a)(isection 10(a)(i), (ii), (iii) or (iv) if the term “AssociationHolding Company” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Holding Company, the Association, or an affiliate or a subsidiary of either of them, by the CompanyBank, the AssociationHolding Company, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 10(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(bsection 6(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(aBank terminates due to her voluntary resignation within ninety (90) 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months days following the effective date of the Change of ControlControl with the Remaining Unexpired Employment Period deemed in such event to be twenty-four (24) months. Notwithstanding anything in this Agreement to the contrary, in no event shall any payments made or benefits provided under this Agreement, when combined with all other payments and benefits to the Executive, be allowed to render any such payment or benefit nondeductible under Section 280G of the Internal Revenue Code (“Code”) or to trigger an excise tax under Section 4999 of the Code. In such event, the payments and/or benefits to be provided under this Agreement shall be reduced, but not below zero, such that the aggregate benefits to be provided to the Executive do not exceed 2.99 multiplied by the Executive’s “base amount” (as such term is defined in Section 280G of the Code).
Appears in 1 contract
Samples: Employment Agreement (Merrill Merchants Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Association of a transaction that results would result in the reorganization, merger or consolidation of the Company Association with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyAssociation; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyAssociation;
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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;
(iii) a complete liquidation or dissolution of the CompanyAssociation, or approval by the stockholders of the Company Association of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company Association to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Company" were substituted for the term “Company” "Association" therein or the term “"Board of Directors of the Association” Company" were substituted for the term “"Board”". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the CompanyAssociation, the Association, or an affiliate or subsidiary of either of them, by the CompanyAssociation, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Association in the Change 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 Company Association which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the expiration of a transition period of thirty (30) days beginning on the effective date of the Change of Control (or for such longer period, not to exceed ninety (90) days beginning on the effective date of the Change of 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 of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(i12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a12(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 For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Samples: Employment Agreement (Western New England Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or " each time the term “Board of Directors of the Association” were substituted for the term “Board”appears therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event that the Executive's employment with the Company terminates due to his voluntary resignation within ninety (90) days following the effective date of a Change of ControlControl or due to a termination not for Cause, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b); PROVIDED, HOWEVER, that the benefit owed under section 9(b) in shall be calculated as if the event of his or her termination of employment with the 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 Remaining Unexpired Employment Period within six was a fixed term of three (63) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlyears.
Appears in 1 contract
Samples: Employment Agreement (Westbank Corp)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 5151 % of the equity ownership 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, as amended (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 5151 % of the outstanding equity ownership interests in the Company; and
(B) at least 5151 % 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company, 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 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 1 l(a)(i), (ii), (iii) or (iv) if the term “"Association” " were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or a subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section section 11 (a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(i12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a12(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 For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Samples: Employment Agreement (Western New England Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganizationacquisition by any individual, merger entity or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned group (within the meaning of Rule 13d-3 promulgated under Section 13(d)(3) or 14(D)(2) of the Securities Exchange Act of 1934, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then outstanding securities shares of common stock of the Company entitled to vote generally in (the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the "Outstanding Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board, or of a nominating committee thereof, in office at the time of such first nominationCommon Stock"); provided, however, that any acquisition by the Company or its subsidiaries of 20% or more of Outstanding Company Common Stock shall not constitute a Change of Control; and provided, further, that any acquisition by a corporation with respect to which, following such individual's election acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock, shall not constitute a Change of Control; or
(ii) individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination did not result from or election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with either an actual or threatened election contest (within the meaning of as such terms are used in 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 promulgated under the Exchange Act) other than by or on behalf of a person other than the Board; or
(iii) consummation by the Company of
(A) a reorganization, merger or consolidation, in each case, with respect to which all or substantially all the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 40% of the then outstanding shares of common stock of the corporation resulting from such a reorganization, merger or consolidation;
(B) a reorganization, merger or consolidation, in each case,
(a) with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 40% but less than 50% of the then outstanding shares of common stock of the corporation resulting from such a reorganization, merger or consolidation,
(b) at least a majority of the directors then constituting the Incumbent Board do not approve the transaction and do not designate the transaction as not constituting a Change of Control, and
(c) following the transaction, members of the then Incumbent Board do not continue to comprise at least a majority of the Board; or
(vC) any event which would be described in Section 11(a)(i)the sale or other disposition of all or substantially all of the assets of the Company, (ii), (iii) excluding a sale or other disposition of assets to a subsidiary of the Company; or
(iv) if consummation by the term “Association” were substituted for Bank of (i) a reorganization, merger or consolidation, in each case, with respect to which, following such reorganization, merger or consolidation, the term “Company” therein Company does not beneficially own, directly or the term “Board of Directors indirectly, more than 50% of the Association” were substituted for then outstanding shares of common stock of the term “Board”corporation or bank resulting from such a reorganization, merger or consolidation or (ii) the stockholders of the Company approve a plan the sale or other disposition of all or substantially all of the assets of the Bank, excluding a sale or other disposition of assets to the Company or a subsidiary of the Company. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In . Notwithstanding section 9, in the event that the Executive terminates employment with the Company for any reason or no reason within ninety (90) days following the effective date of a Change of ControlControl or due to a termination not for Cause, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b); provided, however, that the benefit owed under section 9(b) shall be calculated as if the Remaining Unexpired Employment Period was a fixed term of two (2) years and any payments under a Supplemental Executive Retirement Benefit Plan or Arrangement shall be made in a lump sum as if the event of his Executive had attained normal retirement age under such arrangement; provided, further, that if the payments and benefits pursuant to section 9(b) and 11(b) hereof, either alone or her termination of employment together with other payments and benefits which the Company under any of Executive has the circumstances described in Section 9(a) of right to receive from the Bank or the Company, whether pursuant to this Agreement or otherwise, would constitute a "parachute payment" under any Section 280G of the following circumstances:Code, then the amount payable under this Agreement shall be reduced to result in no portion of the payment payable under this Agreement being non- deductible to the Bank or Company (or any successor thereto) by reason of Section 280G of the Code and subject to excise tax under Section 4999 of the Code. There parties hereto agree that the payments and benefits payable pursuant to this Agreement shall be reduced so as not to equal or exceed three times the Executive's "base amount," as that term is defined in Section 280G(b)(3) of the Code, and shall be reduced to 2.99 times the Executive's base amount. The determination of any reduction in the payment to be made to the Executive shall be based upon an analysis of an accounting or law firm selected and paid for by the Bank.
(b) For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) resignationthe signing of a definitive agreement for a transaction which, voluntary if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control; (iv) the Company or otherwiseany person publicly announces an intention to take or to consider taking action, which, if consummated, would constitute a Change of Control; (v) any person (other than the Company, the Bank or an employee benefit plan of either) is or becomes the beneficial owner, directly or indirectly, (or discloses directly or indirectly to the Company or the public a plan to become the beneficial owner) of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; or (vi) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Pending Change of Control has occurred. For purposes of this paragraph, if a termination of the Executive's employment occurs prior to a Change of Control, but following a Pending Change of Control, such termination shall be deemed to have followed a Change of Control and to have been: (i) by the Company without Cause, if the Executive's employment is terminated without Cause with the encouragement of, or at the direction of, a third party, or (ii) by the Executive at any time during the Employment Period within six (6) months following his or her demotionwith Good Reason, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by if the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which terminates the Executive, in his 's employment with Good Reason and the act (or her reasonable discretion, determines failure to be embarrassing, derogatory or otherwise adverse;
(iiiact) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months which constitutes Good Reason occurs following the failure of any successor to the Company in the such Potential Change of Control to include and with the Executive in any compensation encouragement of, or benefit program maintained by it or covering any of its executive officersat the direction of, unless the Executive is already covered by a substantially similar plan of the Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlthird party.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:: <PAGE>
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company or the Bank with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company or the Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, Company or approval by the stockholders of the Company of a plan for such liquidation or dissolutionBank;
(iv) during any period of two consecutive years, individuals who constitute the occurrence Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any event if, immediately following such event, reason to constitute at least 50% a majority of the members Company’s or the Bank’s Board of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board, or of a nominating committee thereof, in office at the time of such first nominationDirectors; provided, however, that such individual's election or nomination did not result from an actual or threatened election contest for purposes of this clause (within iv), each director who is nominated by the meaning board by a vote of Rule 14a-11 of Regulation 14A promulgated under the Exchange Actat least two-thirds (2/3) or other actual or threatened solicitation of proxies or consents (within the meaning of Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) other than by or on behalf of the Boarddirectors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; provided, however, that this Section 15(a)(iv) shall only apply if the Company is not majority owned by Lake Shore, MHC; or
(v) any event which would be described in Section 11(a)(i15(a)(i), (ii), (iii) or (iv) if the term “Association” Bank were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of Lake Shore, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (a15(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 For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Rome, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by described in Section 9(b) in the event of his or her termination of employment with the Company under any Bank within one (1) year of the circumstances described in Section 9(a) Change of this Agreement or Control under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, termination by the Company for any reason whatsoever during other than “cause” as defined under section 11.
(c) In the Employment Period within six months following event Executive’s employment with the effective date Bank terminates after a Change of Control under any of the Change of Controlcircumstances described in section 12(b), Executive shall be entitled to the payments and benefits described in section 9(b).
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 board of directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Bank by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Bank; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationHolding Company” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Holding Company, the Association, or an any affiliate or subsidiary of either of them, by the Bank, the Holding Company, the Association, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Xx. Xxxxxxxxx shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 Xx. Xxxxxxxxx at any time during the Employment Period and within six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxxx at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change of Control to include the Executive Xx. Xxxxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxxxx is already covered by a substantially similar plan of the Company Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.
(c) Notwithstanding anything in this Agreement to the contrary, if the Executive's employment with the Bank and the Company terminates due to death or disability within one (1) year after the occurrence of a Pending Change of Control and if a Change of Control occurs within two (2) years after such termination of employment, he (or in the event of his death, his estate) shall be entitled to receive the benefits described in section 9(b) that would have been payable if a Change of Control had occurred on the date of his termination of employment and he had resigned pursuant to section 9(a)(i) immediately thereafter; provided, that payment shall be deferred without interest until, and shall be payable immediately upon, the actual occurrence of a Change of Control.
(d) Notwithstanding anything in this Agreement to the contrary: (i) in the event of the Executive's resignation within sixty (60) days after the occurrence of a Change of Control, he shall be entitled to receive the benefits described in section 9(b) that would be payable if his resignation were pursuant to section 9(a)(i), without regard to the actual circumstances of his resignation; and (ii) for a period of one (1) year after the occurrence of a Change of Control, no discharge of the Executive shall be entitled to deemed a discharge with Cause unless the payments and benefits votes contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(asection 11(a) of this Agreement or under any are supported by at least two-thirds of the following circumstances:
(i) resignation, voluntary or otherwise, by members of the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss Board of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Directors of the Company which at the time the vote is at least as favorable taken who were also members of the Board of Directors of the Company immediately prior to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
(e) Notwithstanding anything in this Agreement to the contrary, for purposes of computing the benefits described in section 9(b) due upon a termination of employment that occurs, or is deemed to have occurred, after a Change of Control, the Remaining Unexpired Employment Period shall be deemed to be three (3) full years.
Appears in 1 contract
Samples: Employment Agreement (Western New England Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;Bank; 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 Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Bank after the Initial Effective Date date of this Agreement either:
(Ia) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(IIb) upon election by the stockholders shareholders of the Company Board of Directors of the Bank to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, Bank by the Company, the Association, or a subsidiary of either of themany affiliated company, or by any employee benefit plan maintained by any the Bank or due to a mutual to stock conversion of themthe Bank (irrespective of the amount of ownership sold in such stock conversion). For purposes of this Section 11 (asection 11(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In Notwithstanding section 9, in the event that the Executive terminates employment with the Bank for any reason or no reason within one hundred eighty (180) days following the effective date of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control).
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change change of Control control of the Company or the Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company or the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company or the Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyCompany or the Bank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyCompany or the Bank;
(ii) the acquisition of all or substantially all of the assets of the Company or the Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company or the 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 Company or the Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyCompany or the Bank, or approval by the stockholders of the Company or the Bank of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board board of directors of the Company or the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board board of directors of the Company or the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board board of directors of the Company or the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board board of directors of the Company or the Bank by affirmative vote of three-quarters of the members of such Board, or of a nominating committee thereofboard, in office at the time of such first election; or
(II) upon election by the stockholders of the Company to serve as a member of the Boardboard of directors of the Company or the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the Boardboard of directors of the Company or the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if Board of the term “Association” were substituted for the term “Company” therein Company or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (a13(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 of Control, the Executive Xx. Xxxxxxxx shall be entitled to the payments and benefits contemplated by Section 9(b11(b), provided, however, that with respect to any such benefits or payments to be made thereunder, the benefits or payments contemplated by Section 11(b) will be calculated as if the remaining Unexpired Employment Period is equal to three years, in the event of his or her termination of employment with the Company or the Bank under any of the circumstances described in Section 9(a11(a) of this Agreement or under any of the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxx at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxx at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the ExecutiveXx. Xxxxxxxx, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company or the Bank in the Change of Control to include the Executive Xx. Xxxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxxx is already covered by a substantially similar plan of the Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any other reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board 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 Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. Bank; In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an any affiliate or subsidiary of either of them, by the Company, the AssociationBank, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adversematerially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change of Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation shareholders of the Company of a transaction that results would result and does result in the reorganization, merger or consolidation of the Company Company, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert, or approval by the shareholders of the Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders shareholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company Board to serve as a member 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” " therein or and the term “Board of Directors of the Association” "Bank Board" were substituted for the term “"Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) section 9(b), regardless 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 within six (6) months following whether his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlterminates.
Appears in 1 contract
Samples: Employment Agreement (Warwick Community Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of of: (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them; or (ii) the conversion of Rome, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by described in Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; orhim;
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control; or
(v) termination by the Company for any reason other than “cause” as defined under section 11.
(c) In the event Executive’s employment with the Company terminates after a Change of Control under any of the circumstances described in section 12(b), Executive shall be entitled to the payments and benefits described in section 9(b).
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank, respectively, with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board 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 Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative affir mative vote of three-quarters of the members of the Board, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. Bank; In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an any affiliate or subsidiary of either of them, by the Company, the AssociationBank, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adversematerially adverse to the Executive;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change 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 Company Bank which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change of Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I1) upon election to serve as a member of the Board by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Company Board to serve as a member 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; 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” " therein or and the term “Board of Directors of the Association” "Bank Board" were substituted for the term “"Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) section 9(b), regardless of this Agreement or under any of whether her employment terminates; PROVIDED, HOWEVER, that the following circumstances:
(i) resignation, voluntary or otherwise, by the Executive at any time during the term "Remaining Unexpired Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following Period" shall mean three years beginning on the effective date of the Change of Control, even if such three-year period extends beyond the date the Executive attains age 68.
Appears in 1 contract
Samples: Employment Agreement (Warwick Community Bancorp Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Samples: Employment Agreement (Western New England Bancorp, Inc.)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company Bank entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;Bank; 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 Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Bank after the Initial Effective Date date of this Agreement either:
(Ia) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(IIb) upon election by the stockholders shareholders of the Company Board of Directors of the Bank to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”Bank. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, Bank by the Company, the Association, or a subsidiary of either of themany affiliated company, or by any employee benefit plan maintained by any the Bank or due to a mutual to stock conversion of themthe Bank (irrespective of the amount of ownership sold in such stock conversion). For purposes of this Section 11 (asection 11(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of the Executive’s resignation after the occurrence of a Change of ControlControl for any reasons listed in section 9(a), the Executive he shall be entitled to receive the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlsection 9(b).
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;promulgated
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; orof
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “"Association” " were substituted for the term “"Company” " therein or the term “"Board of Directors of the Association” " were substituted for the term “"Board”". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-three- quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Association (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Association of a transaction that results would result in the reorganization, merger or consolidation of the Company Association, respectively, with one or more other persons, other than a transaction following which:
(A) at least 5151 % of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyAssociation; 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 51% of the 10 securities entitled to vote generally in the election of directors of the CompanyAssociation;
(ii) the acquisition of all or substantially all of the assets of the Company Association or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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 CompanyAssociation, or approval by the stockholders of the Company 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 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 Initial Effective DateDate of this Agreement; or
(B) individuals who first became members of the Board of the Association after the Initial Effective Date of this Agreement either:
(I) upon election to serve as a member of the Board of directors of the Association by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company 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 promulgated under the Exchange Act) other than by or on behalf of the Board; orBoard of the Association;
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Company" were substituted for the term “Company” therein or the term “Board of Directors of the "Association” were substituted for the term “Board”" therein. 11 In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or any subsidiary of either any of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section section 11 (a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Association 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 six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise materially adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company Association in the Change 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 Company Association which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of 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 of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;; 68243715v4
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the AssociationBank” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the Company under any of the circumstances described in Section 9(a) of this Agreement or under any of the following circumstances:: 68243715v4
(i) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;promulgated
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Holding Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Holding Company of a transaction that results would result in the reorganization, merger or consolidation of the Holding Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Holding Company; 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 51% of the securities entitled to vote generally in the election of directors of the Holding Company;
(ii) the acquisition of all or substantially all of the assets of the Holding Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Holding 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 Holding Company of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the Holding Company, or approval by the stockholders of the Holding 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 board of directors of the Holding Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Holding Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Holding Company after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Holding Company by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Holding Company to serve as a member of the BoardBoard of the Holding Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Holding Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Holding Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Holding Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Holding Company, the AssociationBank, or an any affiliate or subsidiary of either of them, by the Holding Company, the AssociationBank, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Xx. Xxxxxxxxx shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Holding 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 Xx. Xxxxxxxxx at any time during the Employment Period and within six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxxx at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Holding Company in the Change of Control to include the Executive Xx. Xxxxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxxxx is already covered by a substantially similar plan of the Holding Company which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “"Association” " were substituted for the term “"Company” " therein or the term “"Board of Directors of the Association” " were substituted for the term “"Board”". In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
; (iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Date; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or (iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of themthem or (ii) the conversion of First Charter, MHC to a stock form company and the issuance of additional shares of the Company in connection therewith. For purposes of this Section 11 (asection 15(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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.the
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Holding Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Holding Company of a transaction that results would result in the reorganization, merger or consolidation of the Holding Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Holding Company; 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 51% of the securities entitled to vote generally in the election of directors of the Holding Company;
(ii) the acquisition of all or substantially all of the assets of the Holding, Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Holding 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 Holding Company of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the Holding Company, or approval by the stockholders of the Holding 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 board of directors of the Holding Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Holding Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Holding Company after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Holding Company by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Holding Company to serve as a member of the BoardBoard of the Holding Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Holding Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Holding Company; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Holding Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Holding Company, the AssociationBank, or an any affiliate or subsidiary of either of them, by the Holding Company, the AssociationBank, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Xx. Xxxxxxx shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Holding 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 Xx. Xxxxxxx at any time during the Employment Period and within six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxx at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Holding Company in the Change of Control to include the Executive Xx. Xxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxx is already covered by a substantially similar plan of the Company Holding Company. which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”) " shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders shareholders of the Board of Directors of the Company to serve as a member of the Boardsuch board, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, or of a nominating committee 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(isection 15(a)(i), (ii), (iii) or or
(iv) if the term “Association” "Bank" were substituted for the term “"Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 board of directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Bank by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the Board; orBoard of the Bank;
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “AssociationHolding Company” were substituted for the term “CompanyBank” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Holding Company, the Association, or an any affiliate or subsidiary of either of them, by the CompanyBank, the Association, Holding Company or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section section 11 (a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Xx. Xxxxxxx shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 Xx. Xxxxxxx at any time during the Employment Period and within six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxx at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise materially adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxxxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change of Control to include the Executive Xx. Xxxxxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxxxxx is already covered by a substantially similar plan of the Company Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) ” shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 l 3d-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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the Company entitled to vote generally in the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of Directors of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of Directors of the Company after the Initial Effective Date date of this Agreement either:
(I1) upon election by the shareholders to serve as a member of the Board of Directors of the Company by the affirmative vote of three-quarters of the members of such Boardthe Board of Directors of the Company, or of a nominating committee thereof, in office at the time of such first election; or
(II2) upon election by the stockholders of the Company shareholders to serve as a member of the Boardsuch board, but only if nominated for election by the affirmative vote of three-quarters of the members of the BoardBoard of Directors of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of Directors of the Company; or
(v) any event which would be described in Section 11(a)(i15(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of (i) any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a any subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 15(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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganizationacquisition by any individual, merger entity or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned group (within the meaning of Rule 13d-3 promulgated under Section 13(d)(3) or 14(D)(2) of the Securities Exchange Act of 1934, as amended (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 outstanding equity ownership interests in the Company; 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 Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the then outstanding securities shares of common stock of the Company entitled to vote generally in (the election of directors by any person or by any persons acting in concert;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the "Outstanding Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Date; or
(B) individuals who first became members of the Board after the Initial Effective Date either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board, or of a nominating committee thereof, in office at the time of such first nominationCommon Stock"); provided, however, that any acquisition by the Company or its subsidiaries of 20% or more of Outstanding Company Common Stock shall not constitute a Change of Control; and provided, further, that any acquisition by a corporation with respect to which, following such individual's election acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Outstanding Company Common Stock, shall not constitute a Change of Control; or
(ii) individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date of this Agreement whose election, or nomination did not result from or election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with either an actual or threatened election contest (within the meaning of as such terms are used in 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 promulgated under the Exchange Act) other than by or on behalf of a person other than the Board; or
(iii) consummation by the Company of
(A) a reorganization, merger or consolidation, in each case, with respect to which all or substantially all the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 40% of the then outstanding shares of common stock of the corporation resulting from such a reorganization, merger or consolidation;
(B) a reorganization, merger or consolidation, in each case,
(a) with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock immediately prior to such reorganization, merger or consolidation, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 40% but less than 50% of the then outstanding shares of common stock of the corporation resulting from such a reorganization, merger or consolidation,
(b) at least a majority of the directors then constituting the Incumbent Board do not approve the transaction and do not designate the transaction as not constituting a Change of Control, and
(c) following the transaction, members of the then Incumbent Board do not continue to comprise at least a majority of the Board; or
(vC) any event which would be described in Section 11(a)(i)the sale or other disposition of all or substantially all of the assets of the Company, (ii), (iii) excluding a sale or other disposition of assets to a subsidiary of the Company; or
(iv) if consummation by the term “Association” were substituted for Bank of: (i) a reorganization, merger or consolidation, in each case, with respect to which, following such reorganization, merger or consolidation, the term “Company” therein Company does not beneficially own, directly or the term “Board of Directors indirectly, more than 50% of the Association” were substituted for then outstanding shares of common stock of the term “Board”corporation or bank resulting from such a reorganization, merger or consolidation or (ii) the stockholders of the Company approve a plan the sale or other disposition of all or substantially all of the assets of the Bank, excluding a sale or other disposition of assets to the Company or a subsidiary of the Company. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In . Notwithstanding section 9, in the event that the Executive terminates employment with the Company for any reason or no reason within ninety (90) days following the effective date of a Change of ControlControl or due to a termination not for Cause, the Executive shall be entitled to the payments and benefits contemplated by Section section 9(b); provided, however, that the benefit owed under section 9(b) in shall be calculated as if the event Remaining Unexpired Employment Period was a fixed term of his two (2) years; provided, further, that if the payments and benefits pursuant to section 9(b) and 11(b) hereof, either alone or her termination of employment together with other payments and benefits which the Company under any of Executive has the circumstances described in Section 9(a) of right to receive from the Bank or the Company, whether pursuant to this Agreement or otherwise, would constitute a "parachute payment" under any Section 280G of the following circumstances:Code, then the amount payable under this Agreement shall be reduced to result in no portion of the payment payable under this Agreement being non- deductible to the Bank or Company (or any successor thereto) by reason of Section 280G of the Code and subject to excise tax under Section 4999 of the Code. There parties hereto agree that the payments and benefits payable pursuant to this Agreement shall be reduced so as not to equal or exceed three times the Executive's "base amount," as that term is defined in Section 280G(b)(3) of the Code, and shall be reduced to 2.99 times the Executive's base amount. The determination of any reduction in the payment to be made to the Executive shall be based upon an analysis of an accounting or law firm selected and paid for by the Bank.
(b) For purposes of this Agreement, a "Pending Change of Control" shall mean: (i) resignationthe signing of a definitive agreement for a transaction which, voluntary if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control; (iv) the Company or otherwiseany person publicly announces an intention to take or to consider taking action, which, if consummated, would constitute a Change of Control; (v) any person (other than the Company, the Bank or an employee benefit plan of either) is or becomes the beneficial owner, directly or indirectly, (or discloses directly or indirectly to the Company or the public a plan to become the beneficial owner) of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; or (vi) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Pending Change of Control has occurred. For purposes of this paragraph, if a termination of the Executive's employment occurs prior to a Change of Control, but following a Pending Change of Control, such termination shall be deemed to have followed a Change of Control and to have been: (i) by the Company without Cause, if the Executive's employment is terminated without Cause with the encouragement of, or at the direction of, a third party, or (ii) by the Executive at any time during the Employment Period within six (6) months following his or her demotionwith Good Reason, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by if the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which terminates the Executive, in his 's employment with Good Reason and the act (or her reasonable discretion, determines failure to be embarrassing, derogatory or otherwise adverse;
(iiiact) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months which constitutes Good Reason occurs following the failure of any successor to the Company in the such Potential Change of Control to include and with the Executive in any compensation encouragement of, or benefit program maintained by it or covering any of its executive officersat the direction of, unless the Executive is already covered by a substantially similar plan of the Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Controlthird party.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“Change of Control”) shall be deemed to have occurred upon the happening of any of the following events:
(i) the consummation of a transaction that results in the reorganization, merger or consolidation of the Company Company, respectively, with one (1) or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 51% of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 2025% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of the Company do not belong to any of the following groups:
(A) individuals who were members of the Board of the Company on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Company after the Initial Effective Date date of this Agreement either:
(I) 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 of the Company to serve as a member of the BoardBoard of the Company, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Company, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Company; or
(v) any event which would be described in Section 11(a)(isection 12(a)(i), (ii), (iii) or (iv) if the term “AssociationBank” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the AssociationBank, or an affiliate or a subsidiary of either of them, by the Company, the AssociationBank, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 12(a), the term “person” shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In For purposes of this Agreement, a “Pending Change of Control” shall mean: (i) the event signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
; (ii) resignationthe commencement of a tender offer which, voluntary if successful, would result in a Change of Control; or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignationthe circulation of a proxy statement seeking proxies in opposition to management in an election contest which, voluntary or otherwiseif successful, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company would result in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Company of a transaction that results would result in the reorganization, merger or consolidation of the Company with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the Company; 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 20 under the Exchange Act) at least 51 % of the securities entitled to vote generally in the election of directors of the Company;
(ii) the acquisition of all or substantially all of the assets of the Company or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the 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 Company of any transaction which would result in such an acquisition;
(iii) a complete liquidation or dissolution of the Company, or approval by the stockholders of the Company of a plan for such liquidation or dissolution;
(iv) the occurrence of any event if, immediately following such event, at least 50% of the members of the Board do not belong to any of the following groups:
(A) individuals who were members of the Board on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board after the Initial Effective Date date of this Agreement either:
(I) 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
(II) upon election by the stockholders of the Company to serve as a member of the Board, but only if nominated for election by affirmative vote of three-quarters of the members 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 promulgated under the Exchange Act) other than by or on behalf of the Board; or
(v) any event which would be described in Section 11(a)(i), (ii), (iii) or (iv) if the term “Association” were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Company, the Association, or an affiliate or subsidiary of either of them, by the Company, the Association, or a subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 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 of Control, the Executive shall be entitled to the payments and benefits contemplated by Section 9(b) in the event of his or her termination of employment with the 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 within six (6) months following his or her demotion, loss of title, office or significant authority or responsibility or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive at any time during the Employment Period within six (6) months following the failure of any successor to the Company in the Change 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 Company which is at least as favorable to him or her; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during the Employment Period within six months following the effective date of the Change of Control.the
Appears in 1 contract
Termination Upon or Following a Change of Control. (a) A Change of Control of the Company Bank (“"Change of Control”") shall be deemed to have occurred upon the happening of any of the following events:
(i) approval by the consummation stockholders of the Bank of a transaction that results would result in the reorganization, merger or consolidation of the Company Bank with one or more other persons, other than a transaction following which:
(A) at least 51% of the equity ownership 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, as amended (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 outstanding equity ownership interests in the CompanyBank; 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 51% of the securities entitled to vote generally in the election of directors of the CompanyBank;
(ii) the acquisition of all or substantially all of the assets of the Company Bank or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the outstanding securities of the Company 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 Bank of any transaction which would result in such an acquisition; or
(iii) a complete liquidation or dissolution of the CompanyBank, or approval by the stockholders of the Company 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 board of directors of the Bank do not belong to any of the following groups:
(A) individuals who were members of the Board of the Bank on the Initial Effective Datedate of this Agreement; or
(B) individuals who first became members of the Board of the Bank after the Initial Effective Date date of this Agreement either:
(I) upon election to serve as a member of the Board of the Bank by affirmative vote of three-quarters of the members of such Boardboard, or of a nominating committee thereof, in office at the time of such first election; or
(II) upon election by the stockholders of the Company Bank to serve as a member of the BoardBoard of the Bank, but only if nominated for election by affirmative vote of three-quarters of the members of the BoardBoard of the Bank, 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 promulgated under the Exchange Act) other than by or on behalf of the BoardBoard of the Bank; or
(v) any event which would be described in Section section 11(a)(i), (ii), (iii) or (iv) if the term “Association” "Holding Company" were substituted for the term “Company” therein or the term “Board of Directors of the Association” were substituted for the term “Board”"Bank" therein. In no event, however, shall a Change of Control be deemed to have occurred as a result of any acquisition of securities or assets of the Bank, the Holding Company, the Association, or an any affiliate or subsidiary of either of them, by the Bank, the Holding Company, the Association, or a any affiliate or subsidiary of either of them, or by any employee benefit plan maintained by any of them. For purposes of this Section 11 (asection 11(a), the term “"person” " shall have the meaning assigned to it under Sections sections 13(d)(3) or 14(d)(2) of the Exchange Act.
(b) In the event of a Change of Control, the Executive Xx. Xxxx shall be entitled to the payments and benefits contemplated by Section section 9(b) in the event of his or her termination of employment with the Company Bank 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 Xx. Xxxx at any time during the Employment Period and within six ninety (690) months days following his or her demotion, loss of title, office or significant authority or responsibility responsibility, or following any reduction in any element of his or her package of compensation and benefits;
(ii) resignation, voluntary or otherwise, by the Executive Xx. Xxxx at any time during the Employment Period and within six ninety (690) months days following any relocation of his or her principal place of employment or any change in working conditions at such principal place of employment which the Executive, in his or her reasonable discretion, determines to be is embarrassing, derogatory or otherwise adverse;
(iii) resignation, voluntary or otherwise, by the Executive Xx. Xxxx at any time during the Employment Period within six (6) months following the failure of any successor to the Company Bank in the Change of Control to include the Executive Xx. Xxxx in any compensation or benefit program maintained by it or covering any of its executive officers, unless the Executive Xx. Xxxx is already covered by a substantially similar plan of the Company Bank which is at least as favorable to him or herhim; or
(iv) resignation, voluntary or otherwise, for any reason whatsoever during following the Employment Period within six months following expiration of a transition period of thirty days beginning on the effective date of the Change of Control (or such longer period, not to exceed ninety (90) days beginning on the effective date of the Change in Control, as the Bank or its successor may reasonably request) to facilitate a transfer of management responsibilities.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
