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:
(i) The amounts to be paid as described above are:
A. MxXxxxxxx'x xxxrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal any portion of his Annual Base Salary through the Date of Termination that has not yet been paid; (2) any compensation previously deferred by McAuxxxxx (together with any accrued interest or earnings thereon) that has not yet been paid; and (3) any accrued but unpaid vacation pay; and
B. Sxxxxxxxx xxxments calculated on an annual basis and paid on a monthly basis, beginning one (1) month following the Date of Termination, and continuing for a total of one hundred twenty (120) consecutive months. The annual amount shall be determined by multiplying McAuxxxxx'x Annual Base Salary for the calendar year in which the Date of Termination occurs by a factor of two and nine-tenths (2.9), then dividing by a factor of ten (10).
(ii) The benefits to be continued are benefits to McAuxxxxx xxx/or his family at least as favorable as those that would have been provided to them under Paragraph (d)(ii) of Section 3 of this Agreement if McAuxxxxx'x xxxloyment had continued until the completion of the payments of the amounts described in Subparagraph (i) above; provided, however, that during any period when McAuxxxxx xx eligible to receive such benefits under another employer-provided plan, the benefits provided by the Bank under this subparagraph may cease. The foregoing notwithstanding, if the Bank is unable to continue to provide benefits to McAuxxxxx xxx/or his family on account of his or their ceasing to be eligible for those benefits under the terms of the applicable plan or policy, then the Bank will pay to McAuxxxxx xxx/or his family on a monthly basis the cost of providing medical, life and disability insurance of substantially equal or better coverage.
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:
(a) Two times the Executive's annual Base Salary based on the greater of (a) his Base Salary on the Termination Date (if applicable) or (b) his Base Salary for the fiscal year immediately preceding the date of the Change in Control; plus
(b) Two times the amount of his Bonus and the Profit Sharing Bonus, for the fiscal year which ended immediately preceding the earlier of (i) his Termination Date (if applicable) or (b) the date of the Change in Control. The amounts provided for in this subsection shall be paid in a lump sum cash payment within thirty (30) days after the date of the Change in Control. The payment of any amount under this subsection is contingent upon the Executive's execution of a general release as described in Section 5.7.
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
(i) a reorganization, merger, consolidation or sale of all or substantially all of the assets of the Employer, or a similar transaction, in any case in which the holders of the voting stock of the Employer prior to such transaction do not hold a majority of the voting power of the resulting entity; or
(ii) individuals who constitute the Incumbent Board (as herein defined) of the Employer cease for any reason, within a 12 month period, to constitute a majority thereof; or
(iii) Without limitation, a change in control shall be deemed to have occurred at such time as (i) any "person" (as the term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Employer or the trustees or any administration of any employee stock ownership plan and trust, or any other employee benefit plans, established by Employer from time-to-time in is or becomes a "beneficial owner" (as defined in Rule 13-d under the Exchange Act) directly or indirectly, of securities of the Employer representing 35% or more of the Employer's outstanding securities ordinarily having the right to vote at the election of directors; or
(iv) A tender offer is made for 35% or more of the voting securities of the Employer and the shareholders owning beneficially or of record 35% or more of the outstanding securities of the Employer have tendered or offered to sell their shares pursuant to such tender and such tendered shares have been accepted by the tender offeror.
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. (a) In the event of a Change in Control, as defined in the Plan, except as set forth subsection 9(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 9, “Cause” shall be defined solely as one or more of the following:
(i) the eligible employee’s commission of any felony related to the company or its business or any crime involving fraud or moral turpitude under the laws of the United States or any state thereof or of any foreign jurisdiction where the eligible employee is employed;
(ii) the eligible employee’s attempted commission of, or participation in, a fraud against the Company;
(iii) the eligible employee’s unauthorized use or disclosure of the Company’s confidential information or trade secrets;
(iv) the eligible employee’s willful failure to substantially perform his or her duties and responsibilities owed to the Company; provided, however, that the conduct described under clause (iv) above will only constitute Cause if such conduct is not cured, within 15 days after the eligible employee’s receipt of written notice from the Company or the Board of Directors specifying the particulars of the conduct that may constitute Cause.
(b) In the event of your Constructive Termination (as defined below) within twelve (12) months after a Change in Control, as defined in the Plan, except as set forth in subsection 9(c) below, the vesting and exercisability of all unvested outstanding stock options granted hereunder will be accelerated in full. For purposes of this Agreement, “Constructive Termination” shall be defined as:
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 Annual Bonus actually paid for work performed in the three most recently completed fiscal years.
Upon Change in Control. Choose one of the following options (or delete this paragraph): Option 1. [Upon a Change in Control, this Award shall become fully and immediately vested and exercisable.] Option
Upon Change in Control. If there is a Change in Control (as defined in Section 5) and Executive’s employment is terminated under the circumstances described in Section 5:
(i) Executive shall be paid:
(A) The Accrued Obligations;
(B) The Pro-Rated Performance Bonus; and
(C) An amount (the “CIC Severance Amount”) equal to (a) one and three-quarter (1.75) times the Base Salary, plus (b) a bonus equal to the targeted Performance Bonus in effect on the Date of Termination.
(ii) The Accrued Obligations shall be paid when due under California law. The CIC Severance Amount and the Tax Gross-Up Payment (as defined in Section 8(a)(ii)), if any shall be paid no later than forty-five (45) days after the Date of Termination and the Pro-Rated Performance Bonus shall be paid in accordance with Section 2(b)(ii); provided, however, that, to the extent necessary to avoid noncompliance with Code Section 409A, Company in its discretion may place the CIC Severance Amount in an interest-bearing escrow account for the sole benefit of Executive with the deposited amounts being paid in full to Executive six (6) months after the Date of Termination;
(iii) For a period of eighteen (18) months following the Date of Termination, Company shall continue to provide Executive and Executive’s eligible family members with all benefit coverage (including, without limit, group health insurance) subject to continuation under COBRA which is at least equal to that which would have been provided to them if Executive’s employment had not been terminated (or, at Company’s election, pay the applicable COBRA premium for such coverage);
(iv) To the extent not theretofore paid or provided, Company shall timely pay or provide to Executive the Other Benefits at such time as required under the applicable plan, contract or agreement;
(v) All outstanding stock options, restricted stock and other equity awards granted to Executive under any of Company’s or Parent’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full and Company and/or Parent shall permit cashless (net issuance) exercise of any options with Company or Parent using the proceeds/value of any retained option shares to pay the purchase price and, at Executive’s option, any taxes payable or required to be withheld by Company and/or Parent under applicable laws on Executive’s exercise of such options.
Upon Change in Control. (a) Notwithstanding Section 2 above, if Grantee holds Restrictive Stock Units at the time a Change in Control occurs, all of the Restricted Stock Units shall become immediately and unconditionally vested and exercisable, and the restrictions with respect to all of the Restricted Stock Units shall lapse, effective immediately prior to the occurrence of a Triggering Event (as defined below) occurring within the twelve (12) month period beginning with such Change in Control.
(b) For purposes of this Section 3, the following terms shall have the meanings set forth below:
