Common use of Time of Change in Control Clause in Contracts

Time of Change in Control. Section 1(b)(ii)(B) of the Agreement provides that a Change in Control of HUBCO shall be deemed to occur: forty-five (45) days prior to the date HUBCO enters into a definitive agreement to merge, consolidate, combine or sell the assets of HUBCO; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred . . . It is our mutual intention with respect to the foregoing language, and the foregoing language shall be so construed, as follows (or such language is hereby amended if and to the extent necessary to make it consistent with the following): The concept of looking back 45 days prior to entry into a definitive agreement was intended solely to assure the Executive that the Executive's change in control protection would be available if the parties negotiating a merger terminated the Executive's employment before executing the definitive merger agreement. Thus, the 45 day "look-back" is to be used solely in determining when the "Contract Period" begins under the Agreement. In the context of the pending Xxxxxx-Dime merger (assuming it is consummated), the "Contract Period" began 45 days prior to execution of the merger agreement, or August 1, 1999. However, we also included language in this subparagraph to assure that the Executive could not trigger Change in Control payments by resigning before the merger was completed. Thus, in the context of the pending Xxxxxx-Dime merger, if the Executive resigns before the merger is consummated, the "Contract Period" would be deemed never to have begun, and the Executive would not be entitled to payment under the Agreement.

Time of Change in Control. Section 1(b)(ii)(B) of the Agreement provides that a Change in Control of HUBCO shall be deemed to occur: forty-five (45) days prior to the date HUBCO enters into a definitive agreement to merge, consolidate, combine or sell the assets of HUBCO; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred . . . It is our mutual intention with respect to the foregoing language, and the foregoing language shall be so construed, as follows (or such language is hereby amended if and to the extent necessary to make it consistent with the following): The concept of looking back 45 days prior to entry into a definitive agreement was intended solely to assure the Executive that the Executive's change in control protection would be available if the parties negotiating a merger terminated the Executive's employment before executing the definitive merger agreement. Thus, the 45 day "look-back" is to be used solely in determining when the "Contract Period" begins under the Agreement. In the context of the pending XxxxxxHudson-Dime merger (assuming axxxxxxg it is consummated), the "Contract Period" began 45 days prior to execution of the merger agreement, or August 1, 1999. However, we also included language in this subparagraph to assure that the Executive could not trigger Change in Control payments by resigning before the merger was completed. Thus, in the context of the pending XxxxxxHudson-Dime merger, if the ix xxx Executive resigns before the merger is consummated, the "Contract Period" would be deemed never to have begun, and the Executive would not be entitled to payment under the Agreement.

Time of Change in Control. Section 1(b)(ii)(B) of the Agreement provides that a Change in Control of HUBCO Bancorp shall be deemed to occur: forty-five (45) days prior to the date HUBCO Bancorp enters into a definitive agreement to merge, consolidate, combine or sell the assets of HUBCOBancorp; provided however, that for purposes of any resignation by the Executive, the Change in Control shall not be deemed to occur until the consummation of the merger, consolidation, combination or sale, as the case may be, except if this Agreement is not expressly assumed in writing by the acquiring company, then the Change in Control shall be deemed to occur the day before the consummation; and further provided that if any definitive agreement to merge, consolidate, combine or sell assets is terminated without consummation of the acquisition, then no Change in Control shall have been deemed to have occurred . . . It is our mutual intention with respect to the foregoing language, and the foregoing language shall be so construed, as follows (or such language is hereby amended if and to the extent necessary to make it consistent with the following): The concept of looking back 45 days prior to entry into a definitive agreement was intended solely to assure the Executive that the Executive's change in control protection would be available if the parties negotiating a merger terminated the Executive's employment before executing the definitive merger agreement. Thus, the 45 day "look-back" is to be used solely in determining when the "Contract Period" begins under the Agreement. In the context of the pending Xxxxxx-Dime merger (assuming it is consummated), the "Contract Period" began 45 days prior to execution of the merger agreement, or August 1, 1999. However, we also included language in this subparagraph to assure that the Executive could not trigger Change in Control payments by resigning before the merger was completed. Thus, in the context of the pending Xxxxxx-Dime merger, if the Executive resigns before the merger is consummated, the "Contract Period" would be deemed never to have begun, and the Executive would not be entitled to payment under the Agreement.