Upon Change in Control. If Executive is employed on the date a Change in Control occurs or if the Executive's employment by the Bank or WGNB is terminated for any reason other than Cause, Disability, death or voluntary quit without Good Reason, during the twelve (12) month period immediately preceding the date of the Change in Control, the Bank and WGNB agree to pay the Executive an amount equal to:
Upon Change in Control. Upon termination of Employee’s employment within thirty-six (36) months following a Change in Control of the Employer, unless such termination is (i) because of Employee’s death or Retirement, (ii) by Employer for Cause or Disability, (iii) by Employee other than for Good Reason or (iv) pursuant to a Notice of Termination given prior to a Change in Control except when such Notice of Termination is given by Employer after any regulatory filing has been made in contemplation of a Change in Control (in which event Section IV(A ) or IV(B), as the case may be, shall govern such termination), Employer shall pay to Employee an amount equal to 2.99 multiplied by the Employee’s annualized includable compensation for the base period, within the meaning of Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended (“Code”), provided, however, that if any of such payment is or will be subject to the excise tax imposed by Section 4999 of the Code or any similar tax that may hereafter be imposed (“Excise Tax”) such payment shall be reduced to a smaller amount, even to zero, which smaller amount shall be the largest amount payable under this paragraph that would not be subject in whole or in part to the Excise Tax after considering all other payments to Employee required to be considered under Section 4999 or 280G of the Code, and taking into account the payment date prescribed in the following sentence. Such payment shall be: (i) referred to as the “Severance Payment,” (ii) determined by a certified public accounting firm selected by Executive, which shall provide detailed supporting calculations to Employer and Employee, and (iii) made on the first day of the month following the six-month anniversary of the Employee’s Date of Termination. All fees and expenses of the accounting firm shall be the responsibility of and paid by the Employer.
Upon Change in Control. If McAuxxxxx xxxcts to terminate his employment on account of the occurrence of a change in control, as defined in Paragraph (d) of Section 4, the Bank shall pay the amounts described in Subparagraph (i) below to McAuxxxxx xx in the case of his death after commencement of payments to his estate or beneficiary and shall continue the benefits described in Subparagraph (ii) below until the completion of the payment of the amounts described in Subparagraph (i) below:
Upon Change in Control. Notwithstanding the foregoing, the OPTION shall fully vest with respect to all SHARES subject thereto upon the occurrence of a "Change in Control." For purposes of this Agreement, the term "Change in Control" shall mean the occurrence of any event which results in either: (a) Borrxx Xxxlty Company's failing to own at least thirty percent (30%) of the combined voting power of the then outstanding voting securities of the COMPANY entitled to vote generally in the election of directors; or (b) both Donaxx Xxxxxx xxx Dougxxx Xxxxxx xxxsing to be directors and officers of the COMPANY.
Upon Change in Control. Subject to Subsections (d)(iii) and (d)(iv), a Participant shall have a 100% vested interest in his Account upon a Change in Control of the Employer. For purposes of this Paragraph (e), a “Change in Control” shall mean
Upon Change in Control. If, within the thirty (30) day period immediately following a Change in Control, Executive elects to terminate his employment with the Company, then the Company shall pay Executive in a lump sum an amount equal to the sum of (A) three (3) times the Executive's current Base Salary (or his Base Salary immediately prior to the Change of Control, if greater), (B) three (3) times his Highest Bonus (as hereinafter defined), and (C) any Gross-Up Payment provided under Subparagraph 8(c) below. Such payment shall be made no later than three (3) days after the Date of Termination. For purposes of this Section 8, Highest Bonus shall mean the largest target bonus (whether paid or not) established for work performed in the three most recently completed fiscal years.
Upon Change in Control. (a) In the event of a Change in Control, as defined in the Plan, except as set forth subsection 10(c) below, and upon your subsequent involuntary termination from employment with the Company or its successor corporation without Cause, the vesting and exercisability of all unvested outstanding stock options granted hereunder will be accelerated in full. For purposes of this Section 10, “Cause” shall be defined solely as one or more of the following:
Upon Change in Control. If not sooner vested, all Options shall vest upon the occurrence of a Change in Control.
Upon Change in Control. Notwithstanding anything in Section 2.1(a) to the contrary, in the event that a Change in Control occurs prior to the completion of the TSR Performance Period, the Compensation Committee shall determine for such incomplete TSR Performance Period the Relative TSR Percentile Rank, the TSR Vesting Percentage and the Total Vested Award, in each case, as of the date on which such Change in Control occurs (based on actual performance through such date and assuming that the date of such Change in Control is the last day of the incomplete TSR Performance Period); provided, however, that if Holder’s Total Vested Award, as determined in accordance with the foregoing, is less than Holder’s Total Target Award, as applicable, then Holder shall instead be eligible to receive Holder’s Total Target Award. Fifty percent (50%) of the Total Vested Award or Total Target Award, as applicable (and as determined pursuant to this Section 2.1(b)), shall become vested upon the First Vesting Date, and the remaining fifty percent (50%) of the Total Vested Award or Total Target Award, as applicable (and as determined pursuant to this Section 2.1(b)) shall become vested upon the Second Vesting Date, subject, in each case, to the Holder’s continued employment with the Company or any Subsidiary through the applicable Vesting Date; provided, however, that if Holder incurs a Qualified Termination upon or within two (2) years following a Change in Control and prior to a Vesting Date, the Total Vested Award or Total Target Award, as applicable (and as determined pursuant to this Section 2.1(b)), shall become fully vested upon such Qualified Termination.
Upon Change in Control. Upon termination of Employee’s employment within thirty-six (36) months following a Change in Control of the Employer, unless such termination is
