Change in Control Benefit Contract Clauses (59)

Change in Control Benefit. In the event of a Change in Control that occurs while Executive remains an employee of the Company, if Executive remains employed with the Company (or any successor of the Company or subsidiary thereof) as of the first day immediately following the twelve (12)-month anniversary of the Closing of the Change in Control (such day, the "Post-CIC Anniversary Date"), then 100% of any Equity Awards that both are outstanding as of the Post-CIC Anniversary Date and were granted to Executive at least nine...ty (90) days prior to the applicable Change in Control will vest and become fully exercisable (to the extent applicable) at such time; provided, however, that any such Equity Award that, at any time such Equity Award was outstanding, was subject to performance-based vesting, will instead be treated as provided in the award agreement related to such Equity Award. With respect to Equity Awards granted on or after the Start Date, but granted prior to the Closing, the same vesting acceleration provisions provided in the prior sentence will apply to such Equity Awards except to the extent provided in the applicable equity award agreement by explicit reference to this Agreement or to a later employment or other agreement providing for similar vesting acceleration provisions. View More

Change in Control Benefit. (a) Change in Control Termination. If Executive's employment with the Company is terminated by the Company without Cause (but not due to Executive's death or Disability) or Executive resigns for Good Reason, and such termination or resignation occurs within one (1) month before, or within thirteen (13) months after a Change in Control (defined below) (each a "CIC Termination"), Executive shall be eligible to receive the following enhanced severance package (in lieu of the Severance Benefits desc...ribed above): (i) payment of twenty-four (24) months of Executive's Base Salary as in effect immediately prior to the Separation Date, less applicable withholdings and deductions; (ii) payment of a bonus in an amount equal to Executive's Bonus Target times two (2x) as described in Section 5 above, less applicable withholdings and deductions (the payments under clauses (i) and (ii) referred to as the "CIC Cash Severance"); (iii) the Pro Rata Bonus; and (iv) accelerated vesting of Executive's Equity Awards so that Executive becomes one hundred percent (100%) vested in all such Equity Awards; and (iv) a twenty-four (24) month extension of the exercise period applicable to the Equity Awards so that Executive has 730 days after the Separation Date to exercise any vested Equity Awards (including, for avoidance of doubt, any portion of such awards that became vested as a result of the foregoing accelerated vesting benefit) (the "CIC Extended Exercise Period"). The foregoing CIC Extended Exercise Period benefit may convert Equity Awards that were incentive stock options into non-statutory stock options. Executive should consult with an independent tax advisor for additional guidance. Except for the foregoing accelerated vesting benefits, all existing terms and conditions applicable to the Equity Awards shall remain in full force and effect. In addition, provided Executive timely elects to continue Executive's group health insurance coverage after the Separation Date pursuant to COBRA, and the terms of the governing health insurance policies, the Company will reimburse all monthly COBRA health insurance premiums the Executive pays to continue Executive's health insurance coverage (including dependent coverage), less the amount Executive would have been required to contribute for such health insurance coverage had he continued his employment, for twenty-four (24) months after the Separation Date or until such earlier date as Executive either becomes eligible for group health insurance coverage through a new employer or Executive ceases to be eligible for COBRA coverage. These CIC severance benefits shall be paid subject to the same preconditions and on the same terms and conditions applicable to the Severance Benefits; provided, however, that the CIC Cash Severance shall be paid in a lump sum within ten (10) business days of the Effective Date of the Release required under Section 9(g)(ii) (Preconditions). For purposes of Exhibit 10.1 this provisions only and notwithstanding any other provisions of this Agreement to the contrary, in the event of a resignation without Good Reason as described in Section 9(e) above, the Company may elect to accelerate Executive's designated resignation effective date, and Executive shall not be entitled to any additional pay in lieu of notice. (b) Definition of Change in Control. For purposes of this Agreement, "Change in Control" has the definition set forth in the Equity Plan. View More

Change in Control Benefit. Notwithstanding anything to the contrary in Section 6, if a Change in Control of the Employer occurs, and the Executive's employment is terminated during the period beginning one (1) year prior to and ending two (2) years following a Change in Control for any reason other than Cause, Death or Disability, the Employer shall pay to the Executive a benefit as defined in Section 7(a) below in lieu of any other payment or benefit whatsoever. 7 (a) Amount. The benefit payable to Executive under this S...ection 7 shall be an amount that is one (1) dollar less than that amount which would constitute an "excess parachute payment" as defined in Section 280G of the Code, as subsequently amended. For purposes of calculating the limitations imposed by 280G, the Bank shall aggregate all payments due to the Executive under this and other Agreements, including immediate vesting of unvested stock options, restricted stock or any other deferred awards or benefits, excluding qualified benefit plans. (b) Payment. The amount due under the above Subsection (a) shall be paid in a lump sum within thirty (30) days of termination of employment or, if later, the Change in Control. View More