Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during the term of this Agreement there shall be:
(i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this Agreement;
(ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement;
(iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control;
(iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control;
(v) any significant reduction in Executive’s compensation as provided in Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control;
(vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control;
(vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or
(viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithsta...
Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 6(b) of this Agreement) shall occur and Executive experiences an involuntary separation of service as defined in Code Section 409A (“Separation of Service”) without Cause, then the provisions of Section 7 of this Agreement shall apply.
(b) As used in this Agreement, “Change in Control” shall mean the change in ownership or effective control of the Corporation as further defined by Treasury Regulation §1.409A-3(i)(5).
Termination of Employment Following Change in Control. If a Change in Control of the Company shall have occurred, Executive shall be entitled to the benefits provided in Section 1.2 hereof upon the subsequent termination of Executive’s employment within twelve (12) months after the effective date of such Change in Control, unless such termination is (a) because of Executive’s death or Retirement, (b) by the Company for Cause or (c) by Executive other than for Good Reason. For purposes of this Agreement:
Termination of Employment Following Change in Control. If Employment of the Optionee is terminated following a Change in Control and, as a result, the Optionee is eligible for severance benefits under a Change in Control Agreement, the Option shall remain exercisable throughout the Option Period.
Termination of Employment Following Change in Control. Prior to a Change in Control, Employee’s employment shall remain at will and may be terminated by the Company for any reason without notice or Cause. From and after a Change in Control, Employee shall be entitled to the benefits provided in Section 6 hereof upon the subsequent termination of his employment during the Term unless such termination is because of Employee’s death or Retirement, by the Company for Cause or Disability, or by Employee other than for Good Reason.
Termination of Employment Following Change in Control. The Executive shall be entitled to the benefits provided in Section 5 hereof upon the termination of his employment during the term of this Agreement, as the same may be extended, after a Change in Control has occurred, unless such termination is: (a) due to the Executive's death or Retirement, (b) by the Company for Cause or Disability, or (c) by the Executive other than for Good Reason (as such foregoing capitalized terms are hereinafter defined).
(i) Termination by the Executive or by the Company of the Executive's employment based on "Retirement" shall mean termination: (A) at such age as shall be established by the Board prior to a Change in Control for mandatory or normal retirement of Company executives in general, which shall not be less than age 65, or (B) at any other retirement age set by mutual agreement of the Company and the Executive and approved by the Board.
Termination of Employment Following Change in Control. Employee shall be entitled to the benefits provided in this Section 6 if a Change in Control occurs anytime after the date of this Agreement and Employee’s employment with Employer is terminated (i) under any of the circumstances in Sections 1(a) or 1(b) within a period of two years after the occurrence of such Change in Control, or (ii) for any reason, either voluntarily or involuntarily, during the 30-day period beginning on the first anniversary of such Change of Control, unless such termination is because of Employee’s death, Disability or Retirement. The term “Retirement” shall mean termination of employment in accordance with (x) a qualified employee pension or profit-sharing plan maintained by Employer, or (y) Employer’s retirement policy in effect immediately prior to the Change in Control. For purposes of this Section 6, Employee’s employment shall be terminated by written notice delivered by either Employer or Employee to the other party. The date of Employee’s termination of employment shall be the earlier of the date of Employee’s or Employer’s written notice terminating Employee’s employment with Employer, unless such notice shall specify an effective date of termination occurring later than the date of such notice, in which event such specified effective date shall govern (“Termination Date”).
Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 6(b) of this Agreement) shall occur and if, within twelve (12) months following the Change in Control (as defined in Section 6(b) of this Agreement), Executive’s employment is involuntarily terminated (other than for the Cause as defined in Section 4(b) of this Agreement), then, Executive may give notice of intention to collect benefits under this Agreement, by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 7 of this Agreement shall apply.
(b) As used in this Agreement, “Change in Control” shall mean a change in control (other than one occurring by reason of an acquisition of the Bank and/or Corporation by Executive) of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A or any successor rule or regulation promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”); provided that, without limiting the foregoing, a Change in Control shall be deemed to have occurred if:
Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur, then, at the option of Executive, exercisable by Executive within three hundred sixty five (365) days of the Change in Control, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the "Notice of Termination") to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply.
(b) As used in this Agreement, "Change in Control" shall mean the occurrence of any of the following:
Termination of Employment Following Change in Control. (a) If a Change in Control (as defined in Section 6(b) of this Agreement) shall occur and (1) Executive is involuntarily terminated without Cause within two (2) years of a Change in Control or (2) if Executive terminates employment for Good Reason as defined in Section 4(c) within one hundred eighty (180) days of the Change in Control, then the provisions of Section 7 of this Agreement shall apply.
(b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following, provided the event constitutes a change in control within the meaning of Code Section 409A and the rules, regulations and guidance promulgated thereunder:
