Without Cause or For Good Reason Following a Change in Control. In the event that the Executive’s employment is terminated within one year following a Change in Control either (i) by the Executive for Good Reason or (ii) by the Company without Cause (other than due to Disability or death), then, subject to provisions of Section 3.02 and Section 5.02(a) and (b) (under certain circumstances requiring a six month suspension of payments) hereof, in either case, the following benefits shall be paid to the Executive:
Without Cause or For Good Reason Following a Change in Control. If, prior to the expiration of the Term and within two years following a Change in Control, the Company terminates the Executive’s employment without Cause (other than for Disability) or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive:
Without Cause or For Good Reason Following a Change in Control. If during the Term and within two (2) years following a Change in Control, the Holding Company and Bank terminate the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive the payments and benefits set forth in this Section 5(e) in lieu of the payments and benefits set forth in Section 5(b), which shall be paid to the Executive or, after Executive’s death, to the Executive’s estate or beneficiary, as applicable, as follows:
Without Cause or For Good Reason Following a Change in Control. If, prior to the expiration of the Term or Renewal Term and following a Change in Control, the Holding Company and Bank terminate the Executive’s employment without Cause (other than for Disability) or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive the benefits set forth in the Change in Control Severance Agreement dated April 21, 2009. Notwithstanding the foregoing, if the payment required to be paid under this Section 4(d), when considered either alone or with other payments paid or imputed to the Executive from the Holding Company or the Bank or an Affiliate that would be deemed “excess parachute payments” under Section 280G(b)(1) of the Code is deemed by the Holding Company or the Bank to be a “parachute payment” under Section 280G(b)(2) of the Code, then the amount of Severance Pay required to be paid under this Section 4(d) shall be automatically reduced in order of scheduled payments to an amount equal to $1.00 less than three times (3x) the “base amount” (as defined in Section 280G(3) of the Code) (the “Reduced Amount”). Provided, however, the preceding sentence shall not apply if the sum of (A) the amount described in this Section 4(d) less (B) the amount of excise tax payable by the Executive under Section 4999 of the Code with respect to the amount of such payment and any other payments paid or imputed to the Executive from the Holding Company or the Bank that would be deemed to be “excess parachute payments” under Section 280G(b)(l) of the Code, as further adjusted for payment of taxes by the Executive is greater than the Reduced Amount, as further adjusted for payment of taxes by the Executive. The decision of Holding Company and the Bank (based upon the recommendations of its tax counsel and accountants) as to the characterization of payments as parachute payments, the value of parachute payments, the amount of excess parachute payments, the determination of any adjustments related to payment of taxes by the Executive and the payment of the Reduced Amount shall be mutually agreed to by the Bank, Holding Company, and Executive,
Without Cause or For Good Reason Following a Change in Control. If during the Employment Period, a Change in Control (as defined below) occurs and within twelve (12) months following the occurrence of such Change in Control, the Company shall terminate Executive’s employment without Cause or Executive shall terminate Executive’s employment for Good Reason, then, in lieu of the payments and benefits described in Section 4(a) above, the Company will provide Executive with the following payments and/or benefits:
Without Cause or For Good Reason Following a Change in Control. If at any time within the twelve (12) months following a Change in Control of the Company, the Company terminates your employment without Cause, or you terminate your employment for Good Reason, the Company shall pay you all base salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, upon your furnishing to the Company an effective Release in the form attached hereto as Exhibit A within the time period set forth therein, but in no event later than forty-five (45) days following your termination date, you shall be entitled to the following (collectively, the “Change in Control Severance Benefits”):
Without Cause or For Good Reason Following a Change in Control. In the event of your termination at the time of, or within the six months following, a Change in Control, as defined in the Company’s 2016 Equity Incentive Plan, as amended, (A) by the Company without Cause (other than for Death or Disability), (B) by you for Good Reason, or
