Termination Without Cause Following Change of Control. In the event the Recipient is terminated without Cause within two years following a “Change of Control” of the Company as defined in this Section, then any shares of outstanding Restricted Stock shall become fully vested [at the Target level of performance (as specified in the Award Summary)] as of the termination without Cause and shall cease to be subject to any applicable Period of Restriction, regardless of whether such Change in Control occurs prior to the Board (or Board committee) certification described in Section 4 above. A “Change of Control” shall be deemed to have occurred if:
(a) Any “Person” (as defined below), excluding for this purpose (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company, and (iii) any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of Common Stock, is or becomes the “Beneficial Owner” (as defined below) of twenty-five percent (25%) or more of the Common Stock then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the Common Stock then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in Common Stock shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of Common Stock representing twenty-five percent (25%) or more of the Common Stock then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number of shares of the Company so that the Person no longer has a beneficial ownership interest in twenty-five percent (25%) or more of the Common Stock then outstanding, then no Change of Control shall be deemed to have occurred. For purposes of this paragraph (a), the following terms shall have the meanings set forth below:
Termination Without Cause Following Change of Control. Subject to Section 8, in the event the Recipient is terminated without Cause within two years following a Change of Control, the Restricted Stock Units subject to any applicable Period of Restriction shall become fully vested at the Target level of performance (as specified in the Award Summary) as of the termination without Cause and shall cease to be subject to the Period of Restriction set forth in Section 4 of this Agreement.
Termination Without Cause Following Change of Control. Subject to Section 8, in the event the Recipient is terminated without Cause within two years following a Change of Control, the Performance Units subject to any applicable Period of Restriction shall become fully vested at the Target level of performance (as specified in the Award Summary) as of the termination without Cause and shall cease to be subject to the Period of Restriction set forth in Section 4 of this Agreement.
Termination Without Cause Following Change of Control. If the Bank and/or the Holding Company terminate Xx. Xxxxxx without cause within Twelve (12) months from a change of control of the Holding Company, the Bank and/or the Holding Company will provide him with Change of Control Payments.
Termination Without Cause Following Change of Control. If, during the one-year period following a Change of Control, the Company shall terminate the Executive's employment other than for Cause, the Company shall continue to pay the Executive his base salary (as in effect on the date hereof and in accordance with the Company's normal bi-monthly payroll practices) for a period of 12 months following the effective date of Executive's termination of employment. During such 12-month period, the Executive and/or the Executive's family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company (including medical and group life plans and programs) as of the date hereof. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive pursuant to this agreement.
Termination Without Cause Following Change of Control. In the event the Company undergoes a Change of Control, each of the following events at any time subsequent to such Change of Control shall be deemed to be a termination without Cause: (i) any reduction in the compensation payable to the Executive set forth in Section 4 herein; (ii) any change in the location of the place of work of the Executive to a location more than
Termination Without Cause Following Change of Control. Subject to Section 8, in the event the Recipient is terminated without Cause within two years following a Change of Control, then (i) any unvested Options shall become fully vested and exercisable as of the termination without Cause and shall cease to be subject to the restrictions set forth in Section 4 of the Agreement and (ii) vested options shall remain exercisable for such period as provided in Section 9(e)(iv).
Termination Without Cause Following Change of Control. In the event the Company undergoes a Change of Control, termination of the Executive's employment for any reason within sixty days after such Change of Control shall be deemed to be a termination without Cause. In addition, each of the following events at any time subsequent to such Change of Control shall be deemed to be a termination without Cause: (i) any reduction in the compensation payable to the Executive set forth in Section 4 herein; (ii) any change in the location of the place of work of the Executive to a location more than thirty miles from downtown Boston; and (iii) any violation by the Company of any provision of this Agreement.
Termination Without Cause Following Change of Control. In the event the Employee is terminated without Cause, upon thirty (30) days written notice from the Board of Directors, within twelve (12) months following a Change of Control, as defined in Paragraph 10.E of the Company's 1991 Stock Option Plan (as amended through May 2, 1994), the Employee shall be entitled to receive, without any duty to mitigate, a severance package consisting of: (1) a lump-sum payment equal to two times the Employee's then current annual base salary; (2) a bonus equal to the amount of bonus awarded to the Employee the prior year; and (3) continuation (until the end of the COBRA coverage period) of the company's payment of health insurance benefits, provided the Employee elects and is eligible for continued insurance coverage pursuant to COBRA. As a condition to receipt of the above severance package, the Employee agrees to execute a general release satisfactory to the Board of Directors.
Termination Without Cause Following Change of Control. If at any time during the Term of this Agreement there is a Change in Control of the Company, as defined below in Section 3.7.4, the Company or its successor may elect to terminate Executive’s employment by delivery of written notice to Executive. A termination following a Change of Control shall be effective on the date Executive is so informed.
