Upon a Change in Control. If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.
Upon a Change in Control. If the Executive suffers a Termination Without Cause or Constructive Termination at the time of or within one (1) year following a Change in Control, the Company will pay to the Executive in a lump sum upon such termination an amount equal to the sum of (i) 299% of the Executive's combined (A) Base Salary as in effect at the time of the termination and (B) the average of the Annual Incentive Award for the two (2) immediately preceding completed calendar years, and (ii), to the extent that such foregoing amount, when added to any other payment in the nature of compensation (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder ("Section 280G")) to or for the benefit of the Executive (or any part of such amount or other payment) constitutes an "excess parachute payment" within the meaning of Section 280G, the amount, if any, of (A) such "excess parachute payment" multiplied by a fraction, the numerator of which is the number one (1.00) and the denominator of which is (I) the number one (1.00) minus (II) the effective tax rate under Section 280G applicable to the Executive expressed as a decimal, minus (B) the amount of such "excess parachute payment." For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.
Upon a Change in Control. In the event of a Change in Control (as hereinafter defined), Executive shall be entitled (i) to all Restricted Shares awarded to Executive pursuant to this Agreement and the Restricted Share Agreement whether or not such Restricted Shares had previously vested as of the date of the Change in Control. In the event any Restricted Shares have not vested as of the date of the Change in Control, such Restricted Shares shall immediately vest and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the Fair Market Value (determined as of the date of the Change in Control) of the Restricted Shares that vest on the date of the Change in Control (the "Change in Control Restricted Share Tax Gross-Up Payment"), (ii) to all shares of Common Stock purchased by Executive with the proceeds of the Stock Acquisition Loan without regard to whether or not the Stock Acquisition Loan has been forgiven or repaid. In the event there is an outstanding balance on the Stock Acquisition Loan, such outstanding balance including interest accrued thereon through the date of the Change in Control shall be immediately forgiven (and any shares pledged under the Stock Pledge Agreement shall be released to Executive) and Executive shall receive a cash payment from the Company on the date of the Change in Control in an amount equal to forty percent (40%) of the outstanding balance of the Stock Acquisition Loan and interest accrued thereon that is forgiven on the date of the Change in Control (the "Change in Control Acquisition Loan Tax Gross-Up Payment") and (iii) an excise tax gross-up payment. If it is determined by an indpendent accountant mutually acceptable to the Company and Executive that as a result of compensation paid and other benefits provided to Executive by the Company pursuant to this Agreement or otherwise, a tax will be imposed on Executive pursuant to Section 4999 of the Code (or any successor provisions) the Company shall pay Executive in cash an amount equal to the excise tax for which the Executive is liable under Section 4999 of the Code. Any cash payments owed to Executive pursuant to this Paragraph 4(d) shall be paid to Executive in a single sum on or immediately prior to date of the Change in Control but prior to the consummation of the transaction with any successor. In addition, any other options previously or hereafter granted to Executive that have not vested as of the date of th...
Upon a Change in Control. If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for 365 days beyond the date on which such Change in Control occurred (such 365-day period hereinafter referred to as the “Protected Period”).
Upon a Change in Control. If Executive suffers a Termination Without Cause or Constructive Termination upon a Change in Control, the Company will pay to the Executive in a lump sum upon such termination an amount equal to 300% of Executive's Base Salary as in effect at the time of the termination plus 300% of Executive's prior year Annual Incentive Compensation (the "Change in Control Severance Amount"), less the aggregate amount of all other payments or value received by the Executive on account of the Change in Control to the extent such additional payments or value would be considered in the computation of "Excess Parachute Payments" pursuant to Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder. In addition to the foregoing, earned but unpaid Base Salary and incentive compensation awards through the date of termination will be paid in a lump sum at the time of such termination. For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse Executive for the cost of the Executive's major medical health insurance premiums as in effect at the date of termination. The exercisability of stock options granted to Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.
Upon a Change in Control. Upon a Change in Control, all future Deferrals shall cease and Participant shall be entitled to receive the balance in his Deferred Compensation Account as of the date of such Change in Control (with the exception that the Deferred Compensation Account Balance shall continue to be credited with interest at the Rate of Interest until all payments have been made). The Deferred Compensation Account Balance shall be paid out as follows: payments shall be made monthly for a period of ten (10) years (120 months). In addition, monthly payments shall be calculated to provide Participant with substantially equal monthly installments based on the Rate of Interest in effect when the initial payment is made, and readjusted annually to take into account any fluctuation in the Rate of Interest (as defined herein). Absent any delay imposed by Code Section 409A, (i.e. the 5 year delay for subsequent deferral elections, the 6 month delay for specified employees, etc.), payments shall commence or be made on the first day of the first month following the month in which Participant Separates From Service and shall continue thereafter for a period of one hundred and twenty (120) months.
Upon a Change in Control. (a) Except for any termination pursuant to Sections F.2 or F.3 hereof, and provided that Executive complies with Sections H.1 and H.4 below, if either (i) Executive’s employment with the Company is terminated by the Bank or CVB without Cause within one hundred eighty (180) days prior to the completion of a Change in Control (as defined below) or (ii) within one (1) year after the completion of a Change in Control, Executive’s employment with the Company is (x) terminated by the Bank or CVB or any successor to the Bank or CVB without Cause, or (y) Executive resigns his employment with the Bank and CVB for Good Reason, as defined below, then, in either case, in addition to the Accrued Obligations and the Vested Benefits, Executive shall be entitled to receive an additional amount equal to the sum of (A) two (2) times Executive’s then current annual base salary immediately preceding such termination (or, if greater, immediately preceding the Change in Control), plus two (2) times Executive’s average annual bonus (if any) granted under Section C.2 (or the corresponding section of the Prior Agreement) for the last two (2) calendar years ended immediately preceding the Change in Control (whether or not payment is deferred) and (B) a lump sum amount (adjusted upward for any applicable payroll and other taxes due) equal to twenty-four (24) months of the cost of the equivalent medical and dental plan coverage available under the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), to the extent that Executive or any of Executive’s dependents may be covered under the terms of any medical and dental plans of the Company or any successor to the Company for active employees immediately prior to any such termination or resignation. Such amounts shall be paid (without interest or other adjustment) in equal installments on the Bank’s (or its successor’s) normal payroll dates during the eighteen (18) month period immediately following such termination. Such severance payments are contingent upon Executive’s execution of the Release described in Section F.5 within the time period described therein. Further, upon any Change in Control (as defined below), with or without Executive’s termination before or after such Change in Control, all of Executive’s RSUs, stock options and shares of restricted stock, whether granted under Section C.3 herein, the Prior Agreement or otherwise, shall become due and/or vest fully and immediate...
Upon a Change in Control. Upon a Change in Control, Executive shall be entitled to one of the following:
Upon a Change in Control. (a) If a Change in Control occurs and, at any time during the twelve (12) month period following such Change in Control, either (i) there occurs a termination of the Employee's employment by the Company, other than for Cause, or (ii) the Employee resigns employment for Good Reason the Employee shall be entitled to receive as full and sole compensation in discharge of the Company's obligations to the Employee under statue, this Agreement and common law:
(i) the Accrued Obligations together with any rights under the Company's employee benefit plans;
(ii) a lump sum cash payment, less applicable withholdings, equal to: eighteen (18) months of Employee's annual Base Salary (at the rate in effect as at the termination date or, if the Employee’s Base Salary was materially reduced following the Change in Control, at the rate in effect immediately prior to the Change in Control); plus one (1) additional month of Base Salary for each full year of service after the third (3rd) full year of service (running from the Continuous Service Date) up a maximum of twenty-four (24) months’ annual Base Salary; together with 150% of the Target Bonus for the year in which termination of employment occurs, which the Parties agree shall fully satisfy any Short Term Bonus entitlements or obligations pursuant to Section 5.1(c) - (e) hereof, payable on the forty-fifth (45th) day, or next succeeding business day if the 45th day is not a business day, following Employee's separation from service (provided, however, that any statutory entitlements will be paid to the Employee in accordance with applicable employment standards legislation);
(iii) continuation of any employee benefit plans for the minimum period (if any) required under applicable employment standards legislation; and
(iv) treatment of any outstanding awards under the LTIP in accordance with the LTIP and applicable Grant Agreements. The payments and benefits provided in paragraph 10.2(a)(ii), to the extent in excess of the Employee’s entitlements (if any) under applicable employment standards legislation, are contingent upon the Employee's execution of a full and final release in favour of the Company. For certainty, in no case shall the Employee’s entitlements on termination following a Change in Control be less than the Employee’s entitlements under applicable employment standards legislation (and if the Employee’s statutory entitlements exceed the payments and benefits set out herein, the Company will provide the Employ...
Upon a Change in Control. The Company shall have the right to terminate the Executive’s employment hereunder as a result of a Change in Control by providing the Executive with a Notice of Termination to that effect. For purposes of this Agreement, “Change in Control” shall mean the happening of any of the following:
