Termination in Connection with a Change in Control Contract Clauses (61)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Termination in Connection with a Change in Control clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination occurs during the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction of the Release Requirement, the Company shall: (a) cause the Applicable Percentage of the outstanding and unvested equity awa...rds held by the Covered Executive to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement to the extent that such awards are accelerated as provided herein; (b) pay the Covered Executive a single lump sum cash amount equal to 12 months' Base Salary. Such amount shall be paid within 30 days after the Date of Termination; provided, however, that if the 30-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 30-day period; and (c) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Covered Executive a monthly cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More Arrow
Found in TWILIO INC contract
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Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination Qualified Termination Event occurs during within the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction execution and non-revocation of the Release Requirement, Separation Agreement and Release,... all within the time period set forth in the Separation Agreement and Release, but in no event more than sixty (60) days after the Date of Termination, the Company shall: (a) shall:(a) cause the Applicable Percentage 100% of the outstanding and unvested equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable and vested or nonforfeitable as of the Date of Termination (or the date of the Change in Control, if later); Termination; provided, that the performance conditions applicable to any stock-based outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement agreement. Notwithstanding the foregoing, in the event of a Change in Control where the parties to such Change in Control do not provide for the extent that such assumption, continuation or substitution of equity awards are accelerated as provided herein; (b) pay of the Company, any and all outstanding and unvested equity awards held by the Covered Executive a single lump sum cash shall be subject to Section 3(d) of the Company's 2019 Stock Option and Incentive Plan, as amended from time to time; (b) pay to the Covered Executive an amount equal to 12 months' the sum of (i) 150% of Base Salary. Such amount shall be paid within 30 days after Salary for the Date Tier 1 Executive, 100% of Termination; provided, however, that Base Salary for each Tier 2 Executive and 75% of Base Salary for each Tier 3 Executive plus (ii) 150% for the Tier 1 Executive, 100% for each Tier 2 Executive and 75% for each Tier 3 Executive, of the Covered Executive's annual target bonus in effect immediately prior to the Qualified Termination Event (or the Covered Executive's target bonus in effect immediately prior to the Change in Control, if the 30-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 30-day period; and (c) higher); and(c) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Covered Executive a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Company for eighteen (18) months for the Tier 1 Executive, twelve (12) months for each Tier 2 Executive and nine (9) months for each Tier 3 Executive, after the Date of Termination, based on the premiums as of the Date of Termination.The amounts payable under Section 7(b) and (c), as applicable, shall be paid out in a lump sum within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, 6supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More Arrow
Found in Health Catalyst, Inc. contract
Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination a Qualified Termination Event occurs during within the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction execution and non-revocation of the Release Requirement, Separation Agreement and Releas...e, all within the time period set forth in the Separation Agreement and Release, but in no event more than sixty (60) days after the Date of Termination, the Company shall: 5 (a) cause the Applicable Percentage 100% of the outstanding and unvested equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable and vested or nonforfeitable as of the Date of Termination (or the date of the Change in Control, if later); Termination; provided, that the performance conditions applicable to any stock-based outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement agreement. Notwithstanding the foregoing, in the event of a Change in Control where the parties to such Change in Control do not provide for the extent that such assumption, continuation or substitution of equity awards are accelerated as provided herein; (b) pay of the Company, any and all outstanding and unvested equity awards held by the Covered Executive a single lump sum cash shall be subject to Section 3(d) of the Company's 2020 Stock Option and Incentive Plan, as amended from time to time; (b) pay to the Covered Executive an amount equal to 12 months' the sum of (i) 150% of Base Salary. Such amount shall be paid within 30 days after Salary for the Date Tier 1 Executive and 100% of Termination; provided, however, that Base Salary for each Tier 2 Executive plus (ii) 150% for the Tier 1 Executive and 100% for each Tier 2 Executive, of the Covered Executive's annual target bonus in effect immediately prior to the Qualified Termination Event (or the Covered Executive's target bonus in effect immediately prior to the Change in Control, if the 30-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 30-day period; higher); and (c) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Covered Executive a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Company for eighteen (18) months for the Tier 1 Executive and twelve (12) months for each Tier 2 Executive after the Date of Termination, based on the premiums as of the Date of Termination. The amounts payable under Section 7(b) and (c), as applicable, shall be paid out in a lump sum within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More Arrow
Found in PLIANT THERAPEUTICS, INC. contract
Termination in Connection with a Change in Control. In the event the employment of the a Covered Executive is terminated (i) by the Company for any reason other than for Cause, or other than by reason of death or disability Disability, or (ii) by the Covered Executive for Good Reason, and and, in each case, such termination occurs during the Change in Control Period, then with respect subject to such Covered Executive, in addition to the Accrued Benefits, subject to his or her Executive's satisfaction of the Release Requirement, the Company shall...: (a) pay the Covered Executive a single lump sum cash amount equal to the sum of (i) 18 months' Base Salary for the Company's Chief Executive Officer and 12 months' Base Salary for any Senior Executive Officer; and (ii) a pro rata target annual bonus for the year in which the Date of Termination occurs to the extent a bonus for such year has not already been paid, based on the number of days in such year prior to the Date of Termination. Such amount shall be paid as soon as reasonably practicable, but not later than 60 days after the Date of Termination; and 5 (b) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then for a period of 18 months for the Company's Chief Executive Officer and 12 months for any Senior Executive Officer following the Date of Termination, or until the Covered Executive becomes covered under a group health plan of another employer, whichever is earlier (the "CIC Coverage Period"), the Company shall provide the Covered Executive, at the Company's sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Covered Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. After the Covered Executive's CIC Coverage Period, if the Covered Executive wishes to continue such COBRA coverage and is eligible therefor, the Covered Executive will be required to pay all requisite premiums for such continued coverage; and (c) cause the Applicable Percentage 100% of the outstanding and unvested equity awards held by the Covered Executive to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied (if at the target level specified all) in accordance with the terms of set forth in the applicable award agreement to the extent that such awards are accelerated as provided herein; (b) pay the Covered Executive a single lump sum cash amount equal to 12 months' Base Salary. Such amount shall be paid within 30 days after the Date of Termination; provided, however, that if the 30-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 30-day period; and (c) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Covered Executive a monthly cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. agreement. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section Sections 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More Arrow
Found in Poshmark, Inc. contract
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Termination in Connection with a Change in Control. a.For purposes of this Agreement, a "Change in Control" means any of the following events: i.Merger: Sugar Creek Financial Corp. (the "Company") merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; ii.Acquisiti...on of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company's voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; iii.Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company's Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company's Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or iv.Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets. 6 b.Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive's employment without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Bank will, within ten calendar days of the termination of Executive's employment, make a lump-sum cash payment to him equal to three times Executive's average taxable compensation (as reported on Form W-2) over the five (5) most recently completed calendar years (or years of employment, annualized for partial years of employment, if less than five), ending with the year immediately preceding the effective date of the Change in Control. The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(e) of this Agreement because of Executive's termination of employment; however, Executive's rights under Section 10(e) are not otherwise affected by this Section 11. Following termination of employment, the Bank will continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive's date of termination. Such continued coverage shall cease upon the expiration of the remaining term of this Agreement. The period of continued health coverage required by Section 4980B(f) of the Code shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive's date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. c.The provisions of Section 11 and Sections 13 through 25, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one year following a Change in Control. View More Arrow
Found in Sugar Creek Financial Corp. contract
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Termination in Connection with a Change in Control. a.For For purposes of this Agreement, a "Change in Control" means any of the following events: i.Merger: Sugar Creek Financial Corp. (the "Company") merges into 7 (i) There occurs a "Change in Control" of the Bank, as defined or consolidates with another entity, determined by either the Bank's primary federal regulator or merges another corporation into under regulations promulgated by such regulator; (ii) As a result of, or in connection with, any merger or other business combination, sale of a...ssets or contested election, the Company, and as a result, less than persons who were non-employee directors of the Bank before such transaction or event cease to constitute a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before the merger or consolidation; ii.Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company's voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities; iii.Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company's Board of Directors at the beginning of the two-year period cease for Bank or any reason successor to constitute at least a majority of the Company's Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or iv.Sale of Assets: Bank; (iii) The Company or the Bank sells to a third party transfers all or substantially all of its assets. 6 b.Termination. assets to another corporation or entity which is not an affiliate of the Bank; (iv) The Bank is merged or consolidated with another corporation or entity and, as a result of such merger or consolidation, less than sixty percent (60%) of the equity interest in the surviving or resulting corporation is owned by the former shareholders or depositors of the Bank; or (v) The Bank sells or transfers more than a fifty percent (50%) equity interest in the Bank to another person or entity which is not an affiliate of the Bank, excluding a sale or transfer to a person or persons who are employed by the Bank. Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive's employment without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, the Bank will, within ten (10) calendar days of the termination of Executive's employment, make a lump-sum cash payment to him equal to three times Executive's average taxable compensation (as reported on Form W-2) W-2, Box-5, Medicare Wages) over the five (5) most recently completed calendar years (or years of employment, annualized for partial years of employment, if less than five), ending with the year immediately preceding the effective date of the Change in Control. The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(e) 10(f) of this Agreement because of Executive's termination of employment; however, Executive's rights under Section 10(e) 10(f) are not otherwise affected by this Section 11. Following termination of employment, executive will also continue to participate in any benefit plans of the Bank will continue to that provide to Executive medical, dental and life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially upon terms no less favorable than the same most favorable terms and conditions) provided to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive's date of termination. Such continued coverage shall cease upon the expiration of the remaining term of this Agreement. The period of continued health coverage required by Section 4980B(f) of the Code shall run concurrently with the coverage period provided herein. senior executives. If the Bank cannot provide one or more of the benefits set forth in this paragraph such coverage because Executive is no longer an employee, applicable rules and regulations prohibit such benefits the Bank will provide Executive with comparable coverage on an individual basis or the payment cash equivalent. The medical, dental and life insurance coverage provided under this Section 11(b) shall cease upon the earlier of: (i) Executive's death; (ii) Executive's employment by another employer other than one of such benefits in which he is the manner contemplated, majority owner; or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value (iii) thirty-six (36) months after his termination of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive's date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. c.The employment. 8 c. The provisions of Section 11 and Sections 13 through 25, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one (1) year following a Change in Control. View More Arrow
Found in CBM BANCORP, INC. contract
Termination in Connection with a Change in Control. a.For (a) For purposes of this Agreement, a "Change in Control" means any of the following events: i.Merger: Sugar Creek Financial Corp. (i) Merger: Polonia Bancorp, Inc. (the "Company") merges into or consolidates with another entity, or merges another corporation into the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company immediately before... the merger or consolidation; ii.Acquisition 6 (ii) Acquisition of Significant Share Ownership: There is filed, or is required to be filed, a report on Schedule 13D or another form or schedule (other than Schedule 13G) required under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, if the schedule discloses that the filing person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company's Bank's voting securities, but this clause (ii) shall not apply to beneficial ownership of Company voting shares held in a fiduciary capacity by an entity of which the Company Bank directly or indirectly beneficially owns 50% or more of its outstanding voting securities; iii.Change (iii) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company's Bank's Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company's Bank's Board of Directors; provided, however, that for purposes of this clause (iii), each director who is first elected by the board (or first nominated by the board for election by the members) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or iv.Sale (iv) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets. 6 b.Termination. (b) Termination. If within the period ending one year after a Change in Control, (i) the Bank terminates Executive's employment without Without Cause, or (ii) Executive voluntarily terminates his employment With Good Reason, then (A) all of Executive's stock options (granted by Section 9 of this Agreement) which are unvested shall automatically vest and shall become non-forfeitable, and (B) the Bank will, within ten calendar days of the termination of Executive's employment, make a lump-sum cash payment to him equal to three times Executive's average taxable compensation (as reported on Form W-2) over the five (5) most recently completed calendar years (or years of employment, annualized for partial years of employment, if one year's base salary, less than five), ending with the year immediately preceding the effective date of the Change in Control. applicable deductions and withholdings. (c) The cash payment made under this Section 11(b) shall be made in lieu of any payment also required under Section 10(e) of this Agreement because of Executive's termination of employment; however, Executive's rights under Section 10(e) are not otherwise affected by this Section 11. Following termination of employment, the Bank will continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive's date of termination. Such continued coverage shall cease upon the expiration of the remaining term of this Agreement. The period of continued health coverage required by Section 4980B(f) of the Code shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive's date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. c.The provisions of Section 11 12 and Sections 13 14 through 25, 27, including the defined terms used in such sections, shall continue in effect until the later of the expiration of this Agreement or one year following a Change in Control. (d) Notwithstanding anything herein to the contrary, the obligations of Executive pursuant to Section 11(g)(ii) shall become null and void effective immediately upon a Change in Control. View More Arrow
Found in Polonia Bancorp Inc contract
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Termination in Connection with a Change in Control. In the event of Executive's involuntary termination of employment for reasons other than Cause (or due to Executive's death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to one (1) times the Executive's annual rate of base salary in effect on Executive's date of termination or, if greater, Executive's average annual base salary rate for the twelve (...12) month period ending on the last day of the calendar month immediately prior to the date of such termination. Such amount shall be paid to Executive within sixty (60) days following Executive's separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for one (1) year following Executive's separation from service, provided, however, that this sub-section is not intended to reduce the amount of time that Executive may obtain coverage at his own expense under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and comparable state law; except that Executive's coverage for such period shall be counted against and deducted from the maximum COBRA period. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made within sixty (60) days following the Executive's separation from service, or if later, within sixty (60) days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive's termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive's termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank's expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive's date of the termination. (d) Notwithstanding the preceding paragraphs of this Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code ("Code") or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten (10) business days after receiving a written request form the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive promptly thereof. In the event it is determined that permitting the Executive or the Bank to make the determination regarding the form or manner of reduction would violate Code Section 409A, such reduction shall be made pro rata. View More Arrow
Found in SALISBURY BANCORP INC contract
Termination in Connection with a Change in Control. In the event of Executive's involuntary termination of employment for reasons other than Cause (or due to Executive's death or disability) or a voluntary termination of employment for Good Reason occurring on or after a Change in Control, Executive shall be entitled to the following: (a) A lump sum cash payment equal to one (1) two (2.0) times the Executive's annual rate of base salary in effect on Executive's date of termination or, if greater, Executive's average annual base salary rate for th...e twelve (12) month period ending on the last day of the calendar month immediately prior to the date of such termination. Such amount shall be paid to Executive within sixty (60) days following Executive's separation from service. (b) Life insurance coverage and non-taxable medical and dental coverage, at no cost to Executive, that is substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his date of termination. Such life insurance and non-taxable medical and dental coverage shall be provided by the Bank to the Executive for one (1) year two (2) years following Executive's separation from service, provided, however, that this sub-section is not intended service and subject to reduce the amount of time that Executive may obtain coverage at his own expense same terms and conditions as the benefits provided under the provision of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and comparable state law; except that Executive's coverage for such period shall be counted against and deducted from the maximum COBRA period. Section 4(b). Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the continued welfare benefits hereunder, such benefits are deemed illegal or subject to penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of welfare benefits (or the remainder of such amount) that the Executive is no longer permitted to receive in-kind. Such lump sum payment shall be required to be made within sixty (60) days following the Executive's separation from service, or if later, within sixty (60) days following a determination that such payment would be illegal or subject to penalties. (c) Unpaid compensation and benefits, and unused vacation, accrued through the date of Executive's termination of employment. Executive shall also be entitled to be reimbursed by the Bank for final expenses that Executive reasonably and necessarily incurred on behalf of the Bank prior to Executive's termination of employment, provided that Executive submits expense reports and supporting documentation of such expenses in accordance with the Bank's expense reimbursement policies in effect at that time. Such reimbursement payment or payments shall be made no later than the time required by applicable law (or, if earlier, by Bank or Company policy, practice or rule), but in no event later than the sixtieth (60th) day following Executive's date of the termination. (d) Notwithstanding the preceding paragraphs foregoing, no compensation and benefits shall be payable pursuant to both Sections 4 and 5 of this Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code ("Code") or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount", as determined in accordance with said Section 280G. In the event a reduction is necessary, the Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within ten (10) business days after receiving a written request form the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify the Executive promptly thereof. In the event it is determined that permitting the Executive or the Bank to make the determination regarding the form or manner of reduction would violate Code Section 409A, such reduction shall be made pro rata. Agreement. View More Arrow
Found in SALISBURY BANCORP INC contract
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