Change of Control Severance Benefit Contract Clauses (32)

Change of Control Severance Benefit. (a) Subject to (i) the expiration of any applicable waiting periods contained herein, and (ii) the following provisions of this Section 6, the Bank shall provide the Executive with the payments and benefits set forth in this Section 6, in lieu of severance payments or benefits under Section 5, if, during the Term and concurrent with or within twenty-four (24) months after a Change of Control (as defined in subsection (g) below), either (A) the Bancorp and the Bank terminate the Executive's emplo...yment with the Bancorp and the Bank and this Agreement other than pursuant to Section 8, or (B) the Executive terminates his employment with the Bancorp and the Bank and this Agreement for Good Reason pursuant to Section 9. (b) Within thirty (30) days following the Termination Date, the Bank shall pay to the Executive a single lump sum payment in an amount equal to two (2) times the Executive's annual Base Salary in effect as of the Executive's Termination Date. (c) Within thirty (30) days following the Termination Date, the Bank shall pay to the Executive a single lump sum payment in an after-tax amount (determined using an assumed aggregate tax rate of 40%) equal to eighteen (18) times the Bank's monthly COBRA charge in effect on the Termination Date for the type of Bank-provided group health plan coverage in effect for the Executive (e.g., family coverage) on the Termination Date. (d) The Bank shall pay to the Executive any Prior Year Bonus in a lump sum on the date on which the Annual Bonus would have been paid to the Executive but for Executive's termination of employment; and (e) The treatment of any outstanding Equity Plan awards shall be determined in accordance with the terms of the applicable Equity Plan and the applicable award agreements evidencing such awards. 5 ​ (f) If payments to the Executive pursuant to this Agreement would result in total Parachute Payments (as defined in Section 7) to the Executive, whether or not made pursuant to this Agreement, with a value (as determined pursuant to Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and the guidance thereunder) equal to or greater than Executive's Parachute Payment Limit (as defined in Section 7), the provisions of Section 7 shall apply as if set out in this Section 6. (g) For purposes of this Agreement, "Change in Control" means (i) A change in the ownership or effective control of Bancorp or the Bank, or a change in the ownership of a substantial portion of the assets of Bancorp or the Bank. A Change in Control shall include, but is not limited to, the merger of the Bank with another financial institution following which the Bank is not the surviving entity; provided, however, that for the purposes of this Agreement, the issuance of common stock by the Bancorp (or its successor) or the Bank shall not be deemed to be a Change in Control nor shall any subsequent "second-step" conversion and stock issuance be deemed to be a Change in Control for purposes of this Agreement. (ii) The definition of Change in Control shall be construed to be consistent with the requirements of Section 409A of the Code and the Treasury Regulations promulgated thereunder. (h) For purposes of this Agreement, "Change of Control Date" means the date on which a Change of Control occurs. View More

Change of Control Severance Benefit. (a)In the event that Executive's employment with Stoke is terminated by Stoke without Cause or terminated by Executive for Good Reason within ninety (90) days prior to, or within one (1) year following a Change of Control, then, in addition to any Accrued Obligations and in lieu of any Severance Benefit otherwise payable to the Executive under Executive's Employment Agreement and subject to the Executive signing and not revoking the separation agreement and release of claims provided for in Sect...ion 4 of this Agreement: (i)Stoke shall provide Executive with a payment in an amount equal to Executive's Base Salary for a twelve (12) month period, with such payment to be made either in a lump sum, or in substantially equal installments in accordance with Stoke's normal payroll practices and schedules (such method of payment shall be determined by Stoke in its sole discretion), less all customary and required taxes and employment-related deductions. (ii)Stoke shall provide Executive with a payment in an amount equal to one hundred percent (100%) of Executive's then-current target amount of Annual Bonus for the year in which Executive's termination date occurs (the "Separation Date"), paid in one lump sum amount within sixty (60) days following the Separation Date, less customary and required taxes and employment-related deductions. (iii)In the event that Executive is eligible for coverage under a Stoke health insurance plan, Executive was covered thereunder prior to termination, and Executive chooses to exercise Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") to continue Executive's participation in such plan, Stoke shall pay the premiums charged to continue Executive's health insurance coverage pursuant to COBRA for a period of up to twelve (12) months from termination, to the same extent that such insurance is provided to persons then currently employed by Stoke. Notwithstanding any other provision of this Agreement, this obligation shall cease on the date Executive becomes eligible to receive health insurance benefits through any other employer, and Executive agrees to provide Stoke with written notice immediately upon becoming eligible for such benefits. Executive's acceptance of any payment on Executive's own behalf or coverage provided hereunder shall be an express representation to Stoke that Executive has no such eligibility. (iv)All equity awards granted to Executive and outstanding as of the Separation Date shall fully accelerate and vest, subject to the terms of any applicable equity plan and equity agreements. Section 2(a)(i)-2(a)(iv) are referred to as the "Change of Control Severance Benefit." The Change of Control Severance Benefit is expressly subject to the conditions described in this Agreement, including but not limited to Section 4. View More

Change of Control Severance Benefit. (a) Subject to the following provisions of this Section, the Employing Companies shall provide the Executive with the payments and benefits set forth in this Section, if during the Term and concurrent with or within two (2) years after a Change of Control, either (i) the Employing Companies Terminate the Executive's Employment (other than a termination for Cause, Disability, or death pursuant to Section 10), or (ii) the Executive voluntarily Terminates his/her Employment pursuant to Section 11 f...or Good Reason. (b) The Employing Companies shall pay to the Executive a single lump sum payment in an amount equal to the product of (i) three (3) times (ii) the sum of (A) the Executive's annual base salary, at the greater of the rate in effect on the Change of Control Date or the Termination Date, plus (B) the Executive's target bonus for the year containing the Change in Control Date or, if greater, for the year preceding the Change in Control Date, on the 60th day following the Executive's Termination of Employment provided that the Executive has executed and submitted a Release of claims (as described in Section 19) and the statutory period during which the Executive is entitled to revoke the Release has expired on or before that 60th day. (c) The Employing Companies shall continue to provide group medical coverage for the Executive (and his/her spouse and dependents, if any, covered by the Employing Companies' group medical plan on his/her Termination Date), for the twenty-four (24) month period following his/her Termination of Employment. Such coverage shall be under the Employing Companies' group medical plans and at the Employing Companies' expense, shall be the same as that offered to active employees under the Employing Companies' group medical plan and, to the extent Section 20(d) is applicable, shall be in compliance with Section 20(d) herein. If the coverage described in the preceding provisions is not available under the Employing Companies' group medical plan, the Employing Companies shall provide for substantially similar coverage at their expense. The Executive acknowledges and agrees that, in either case, the value of this coverage will be includible in his/her gross income for tax purposes. Coverage provided pursuant to this Subsection shall be concurrent with any required continuation coverage period under COBRA. (d) For the twenty-four (24) month period following the Executive's Termination of Employment, the Employing Companies shall continue to provide term life insurance coverage substantially the same as that provided for the Executive immediately before his/her Termination Date. (e) The Employing Companies shall pay the cost of outplacement services incurred by the Executive during the twelve (12) month period following his/her Termination of Employment and provided by a firm of the Executives' choice, up to a total of Fifteen Thousand Dollars ($15,000). Reimbursements for outplacement expenses incurred during a calendar year shall be paid not later than March 15 of the following year. (f) To the extent that coverage or benefits under Subsection (c), (d), or (e) results in taxable income to the Executive, the Executive acknowledges and agrees that the Executive is fully responsible for the tax effect of the provision of such coverage or benefits. (g) All outstanding Company stock options, to the extent not previously vested and exercisable, shall become vested and exercisable upon the Executive's Termination of Employment. (h) If payments to the Executive pursuant to this Agreement would result in total Parachute Payments to the Executive, whether or not made pursuant to this Agreement, with a value (as determined pursuant to Code Section 280G and the guidance thereunder) equal to or greater than one hundred percent (100%) of the Parachute Payment Limit, the provisions of Section 9 shall apply as if set out in this Section 8. (i) Notwithstanding the preceding provisions of this Section, if the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i), to the extent required by such Code Section, payments otherwise required by this Section shall be delayed to the earliest date on which such payments are permitted and shall be paid in a lump sum on the first day following the date that is six months following the Executive's Termination of Employment or, if earlier, the Executive's death. Furthermore, the obligations of the Employing Companies to make payments to the Executive hereunder are subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled "Golden Parachute And Indemnification Payments") of Title 12 of the Code of Federal Regulations (or any successor provisions). View More