Anticipatory Termination. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if the Executive’s employment with the Company is terminated (other than a termination due to the Executive’s death or as a result of the Executive’s disability) during the period of 180 days prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Section 9 such termination of employment shall be deemed a “Covered Termination” and the “Employment Period” shall be deemed to have begun on the date of such termination.
Anticipatory Termination. If the Executive incurs an Anticipatory Termination, he shall be entitled to receive, in addition to the payment described in Section 6(b)(1)(A) above, an additional amount equal to the sum of (i) fifty percent (50%) of Executive’s Base Salary as in effect as of the Termination Date, plus (ii) fifty percent (50%) times the greater of (x) 100% of the “target” bonus for Executive for the year containing the Termination Date or (y) the amount of the Annual Bonus paid to the Executive for the year immediately preceding the year containing the Termination Date (the “Anticipatory Termination Payment”). In such event, the Additional Payments described in Section 6(b)(1)(C) following a Change in Control shall be inapplicable for Executive. The Anticipatory Termination Payment shall be subject to the Executive executing a second release agreement, as described in Section 6(c), but covering only the period from the Termination Date until the date immediately following the Change in Control.
Anticipatory Termination. If Xxxxxxx’s employment with the Corporation is terminated by the Corporation other than for Cause as defined in this Section 15.3, death or Disability prior to the date on which a Change of Control occurs, and if it is reasonably demonstrated by Grantee that such termination of employment (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, such a termination of employment is an “Anticipatory Termination.”
Anticipatory Termination. Notwithstanding any provision of this Agreement to the contrary, in the event of an Anticipatory Termination, the Company shall compute the Additional Payment payable to Executive as the result of a CIC Severance Payment Event and offset from such amount the aggregate amount of the installments of the Additional Payment, if any, that were already paid to Executive through the Change in Control Date as the result of his Regular Severance Payment Event. The difference between the amount of Additional Payment attributable to the Executive’s CIC Severance Payment Event and his Regular Severance Payment Event, as offset by any installment payments already made to Executive through the Change in Control Date, is defined as the “Remaining Additional Payment Amount”. The Remaining Additional Payment Amount shall be paid to Executive in substantially equal, bi-monthly installment payments over the remaining term of the one-year period that is specified in Section 4.1(b)(i). The Remaining Additional Payment Amount shall be paid to Executive, as provided above, without the requirement that Executive enter into a new Release Agreement. Limitation on Other Severance Benefits .
Anticipatory Termination. “Anticipatory Termination” shall mean a termination of the Employee’s employment prior to a Change of Control (other than a termination for Cause) which is determined to (i) be at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Hostile Takeover or Change of Control and who subsequently effectuates a Hostile Takeover or Change of Control or (ii) have otherwise occurred in connection with, or in anticipation of, a Hostile Takeover or Change of Control which actually occurs, and in either (i) or (ii), such Hostile Takeover or Change of Control constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as described in Treasury Regulation Section 1.409A-3(i)(5).
Anticipatory Termination. “Anticipatory Termination” means the involuntary termination of the Employee’s employment by the Bank without Cause, or a deemed involuntary termination of employment by the Employee for Good Reason, in either case following public announcement of a proposed Change in Control and within120 days prior to the actual consummation of such Change in Control. For the avoidance of doubt, an Anticipatory Termination shall not be deemed to have occurred unless and until a Change in Control shall have actually occurred.
Anticipatory Termination. If your employment with the Company ceases due to an Anticipatory Termination, all of the Award Shares that remain nonvested and forfeitable as of the effective date of such termination shall become vested and nonforfeitable immediately before the effective date of the Change in Control.
Anticipatory Termination. Notwithstanding anything to the contrary in this Agreement, if your termination of employment with PNC is an Anticipatory Termination, then the service-based vesting requirements of the Award will be satisfied as of the Termination Date, but the Award will not vest until the Final Award Date, subject to satisfaction of the performance-based vesting requirements and your continued compliance with the terms of this Agreement.
Anticipatory Termination. Anything in this Agreement to the contrary ------------------------ notwithstanding, if Executive's employment with the Company is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated by Executive that such termination (a) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (b) otherwise arose in connection with or in anticipation of a specifically threatened Change of Control, then for all purposes of this Agreement, a Change of Control shall be deemed to have occurred on the date immediately prior to the date of such termination.
Anticipatory Termination. Notwithstanding any provision of this Agreement to the contrary, in the event of an Anticipatory Termination (which requires a Change in Control following a Separation from Service), the Company shall compute the Additional Payment payable to Executive as the result of a CIC Severance Payment Event and offset from such amount the aggregate amount of the installments of the Additional Payment, if any, that were already paid to Executive through the Change in Control Date as the result of his Regular Severance Payment Event. The difference between the amount of Additional Payment attributable to the Executive’s CIC Severance Payment Event and his Regular Severance Payment Event, as offset by any installment payments already made to Executive through the Change in Control Date, is defined herein as the “Remaining Additional Payment Amount”. The Remaining Additional Payment Amount shall be paid to Executive in substantially equal, bi-monthly installment payments over the remaining term of the one-year period that is specified in Section 4.1(b)(i). The Remaining Additional Payment Amount shall be paid to Executive, as provided above, without the requirement that Executive enter into a new Release Agreement if he already entered into a Release Agreement following his Separation from Service.
