Termination in Connection with a Change in Control Clause Example from Business Contracts

Termination in Connection with a Change in Control. For purposes of this Agreement, a "Change in Control" means any of the following events: 7 (i) There occurs a "Change in Control" of the Bank, as defined or determined by either the Bank's primary federal regulator or under regulations promulgated by such regulator; (ii) As a result of, or in connection with, any merger or other business combination, sale of assets or contested election, the persons who were non-employee directors of the Bank before such transaction or event cease to constitute ...a majority of the Board of Directors of the Bank or any successor to the Bank; (iii) The Bank transfers all or substantially all of its 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, 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(f) of this Agreement because of Executive's termination of employment; however, Executive's rights under Section 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 that provide medical, dental and life insurance coverage upon terms no less favorable than the most favorable terms provided to senior executives. If the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual basis or the 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 which he is the majority owner; or (iii) thirty-six (36) months after his termination of 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