Change in Control Payment Contract Clauses (188)

Change in Control Payment. If Executive's employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason within: (i) two years following a Change in Control; or (ii) within a six-month period prior to a Change in Control if Executive's termination or resignation is also directly related to or occurs in connection with a Change in Control, then within thirty (30) days of Executive's termination date (the "Termination Date") or the Change in Control date, whichever is later, the C...ompany shall pay Executive severance in the amount equal to one and one-half (1.5) times the sum of Executive's Covered Salary and Executive's Covered Bonus, less the amount, if any, payable to Executive as severance compensation under an employment agreement with the Company or any subsidiary or affiliate of the Company (assuming for purposes of calculating this reduction that any release, restrictive covenant, or restrictive agreement requirements in such employment agreement are satisfied). To the extent that Executive has been granted options, stock awards or other equity compensation under the Company's equity compensation plan or plans, Executive's interest in such awards shall be fully exercisable, vested and nonforfeitable as of the Change in Control date, to the extent not already exercisable or vested as of such date. View More

Change in Control Payment. Subject to Executive's execution of a release in substantially the form set forth hereto as Exhibit A hereto, on or about the sixtieth (60th) day following the Effective Time, the Bank will pay Executive a cash lump sum in an amount equal to the "Change in Control Lump Sum Payment" that would have been payable to Executive pursuant to Section 7(c) of the Existing Employment Agreement had his employment been terminated pursuant to Section 7(a) of the Existing Employment Agreement at the Effective... Time, determined based on Executive's base salaries and bonuses from the Company prior to the Effective Time. For avoidance of doubt, the Parties agree that such amount shall be reduced in accordance with Section 7(c) of the Existing Employment Agreement to the extent necessary to ensure that such payment, together with any other "parachute payments" (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and regulations issued thereunder ("Section 280G") paid, payable or provided to Executive, do not constitute "excess parachute payments" for purposes of Section 280G. Such cash lump sum payment shall be subject to all applicable withholding taxes. It is understood and agreed by the Parties that such payment is in full and complete satisfaction of any and all amounts that Executive may have been entitled to under Sections 6, 7 and/or 7A of the Existing Employment Agreement. View More