Termination Without Cause Prior to a Change in Control. If, prior to a Change in Control, during the Term of this Agreement the Company shall terminate the Executive's employment without Cause, then on the tenth (10th) business day following the Date of Termination, the Company shall pay to the Executive the sum of (1) the Executive's Annual Base Salary prorated through the Date of Termination to the extent not previously paid, and (2) any accrued vacation pay to the extent not previously paid.
Termination Without Cause Prior to a Change in Control. In the event that, prior to a Change in Control (as defined in Company’s 2007 Equity Incentive Plan (the “2007 Plan”)), Employee is terminated other than for Cause, Employee will receive Employee’s base salary then in effect and accrued, any bonus then earned and payable, if applicable, and unused paid time off, each prorated to the date of termination, and, subject to the last sentence of this Section 7.3: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.3 are subject to Employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment or Employee’s termination for Cause will not give rise to any rights under this Section 7.3.
Termination Without Cause Prior to a Change in Control. If Employer terminates Employee’s employment without Cause (as defined below) prior to a Change in Control (as defined below), then Employer shall pay Employee severance pay in an amount equal to the base salary that would be payable to Employee over the period commencing on the date of termination and ending twelve (12) months thereafter (the “Severance Period”), which severance pay shall be paid during the Severance Period in equal installments as set forth in Section 2.3.1.
Termination Without Cause Prior to a Change in Control. If (i) within the six (6) month period preceding the consummation of a Change in Control or (ii) following the commencement of any discussion with a third person that ultimately results in a Change in Control, the Company (by action of the Board) removes Executive without Cause from the position in which Executive is employed hereunder or the Company takes actions that result in the Executive terminating for Good Reason. If Executive is entitled to benefits described in this Section 3 by reason of subsection (ii) above, Executive shall receive the compensation and benefits described in Section 2.1(c) above after his Date of Termination, in accordance with the provisions of Section 2.1(c), regardless of whether the Change in Control actually occurs, and Executive shall receive any additional compensation and benefits described in Section 3.6 below only if the Change in Control is consummated; provided, that Executive shall only receive the additional compensation and benefits in Section 3.6 to the extent not already provided to Executive pursuant to Section 2.1(c). For purposes of this Section 3.3, to be eligible to receive amounts described in Section 3.6 below, the Change in Control must be consummated within the twelve (12) month period following Executive’s Date of Termination, except in circumstances pursuant to which the consummation of the Change in Control is delayed, through no failure of the Company or the third person, by a governmental or regulatory authority or agency with jurisdiction over the matter, or as a result of other similar circumstances. In such a circumstance, the remaining of the twelve (12) month period shall be tolled and shall recommence upon termination of the delaying event. This provision shall not apply if Executive’s employment is terminated by the Company on account of the Executive’s death or Disability.
Termination Without Cause Prior to a Change in Control. Upon the occurrence of a Termination Without Cause prior to a Change in Control, as damages for breach of this Agreement, the Bank shall continue to provide Executive his base salary then in effect, upon such terms and at such times as described herein, for a period of nine (9) months following such Termination.
Termination Without Cause Prior to a Change in Control. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) prior to a Change in Control, then the Executive shall be entitled to the following benefits, commencing in accordance with the terms set forth in Section 4.6:
(i) a payment of twelve (12) months base salary, to be paid in accordance with the Company’s customary payroll practices as are established or modified from time to time.
(ii) for twelve (12) months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable benefit plans in effect on the date of employment termination; provided, however, that (1) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his/her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his/her family and (2) to the extent such payments are taxable and/or extend beyond the period of time during which the Executive would be entitled (or would, but for this clause (2)) to COBRA continuation coverage under a group health plan of the Company, such payments shall be made on a monthly basis.
Termination Without Cause Prior to a Change in Control. Upon the occurrence of a Termination Without Cause prior to a Change in Control, the Bank shall pay to Executive any amounts then owed to him under this Agreement, within 30 days of the date of the notice required by Section 7(c) hereof.
Termination Without Cause Prior to a Change in Control. If the Company terminates the Executive’s employment without Cause within three (3) months prior to the occurrence of a Change in Control, then commencing on the pay date next following the Executive’s termination, the Company shall continue to pay the Executive’s base salary until the end of the period following the termination of the Executive’s employment equal to twelve (12) months. Such severance payments shall be subject to standard deductions and withholdings and paid on the Company’s regular payroll dates and in accordance with its regular payroll
Termination Without Cause Prior to a Change in Control. Subject to other provisions in this Article 7 to the contrary, upon the occurrence of a termination of Employee's employment with Employer without Cause or by Constructive Termination Without Cause (as defined below) at any time prior to a Change in Control:
a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for his early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing on the Date of Termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above.
c) All Option Shares and other Stock Rights (as defined in the Plan), if any, granted pursuant to the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares (as defined in the Option Agreement) at the time of such termination shall become Eligible Shares for an additional number of shares of Common Stock equal to fifty percent (50%) of the aggregate of number of shares of Common Stock which are not Eligible Shares at the time of such termination. To the extent not already exercised, such Options as may be required to fulfill the number of shares as determined in the previous sentence shall remain exercisable until the expiration of the original term of such option. In addition, any warrants (referred to as "Purchases" in the Plan) granted to Employee under the Plan which are held by the Employee at the time of such termination shall remain exercisable until the expiration of the original term of such warrant. Notwithstanding the foregoing, in the event of a Change in Control or public offering of the Employer's shares within one hundred twenty (120) days of such termination, then (i) the remaining fifty percent (50%) of the aggregate of number of shares of Common Stock which were not Eligible Shares at the time of such termination shall become Eligible Shares (and transferred by the Company ...
Termination Without Cause Prior to a Change in Control. Upon the occurrence of a Termination Without Cause prior to a Change in Control, as severance pay and in lieu of damages for breach of this Agreement, Bank shall pay Executive accrued compensation and benefits at the time of such termination; all vested retirement benefits will paid in accordance with the terms of the retirement plan; and, upon the execution and delivery of a full and complete release of claims by Executive (in a form acceptable to Bank and Bancorp), Bank shall pay Executive, in the aggregate, a lump sum severance payment equal to (i) twelve (12) months base salary then in effect plus (ii) one (1) times the amount of Executive's bonus for the year preceding the termination, less applicable state and federal withholdings. Such lump sum shall be paid not later than the tenth (10th) day following the date of Termination Without Cause. Notwithstanding the foregoing, if a Change in Control occurs during the twelve (12) months following any termination of Executive pursuant to Section 7(c), Executive shall be entitled to receive the amount of the lump sum severance payment provided in Section 8(e) hereof less the amount of any payments already received pursuant to this Section 8(d).
