Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to 18 months of Executive’s Base Salary (as in effect immediately prior to the Change in Control, or the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment.
Involuntary Termination After Change in Control. Notwithstanding any ---------------------------------------------------- provision herein to the contrary, if, in connection with or within twelve (12) months after any "change in control" of GCB or the Bank, the Employee's employment under this Agreement is terminated by GCB or the Bank without the Employee's prior written consent and for a reason other than Just Cause, the Employee shall be paid an amount equal to two and one half times base annual compensation less that amount of base compensation actually paid after the change in control unless the Bank was placed in conservatorship or receivership in connection with such change in control and the Board of Directors of GCB or the Bank determines in good faith that the change in control was directed by or otherwise required by the FDIC. Employee shall also be entitled to continue to receive all benefits provided pursuant to Paragraph 5.a. hereof for the remaining term hereof. In no event, however, may the aggregate amount payable hereunder, after considering allocations to non-competes (without considering any benefits to Employee under the SERP Plan), equal or exceed the difference between (i) the product of 2.99 times the Employee's "base amount" as defined in ss.280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under ss.280G(b)(2) of the Code) that the Employee receives on account of the change in control. Said sum shall be paid in one lump sum within ten (10) days of such termination. The term "control," for purposes of determining whether a "change in control" has occurred for purposes of this Paragraph 11, shall be deemed to have occurred if any of the following events shall occur after the effective date of this Agreement: (1) the acquisition by any person (other than GCB) of ownership or power to vote more than thirty three and one third percent (331/3%) of GCB's or the Bank's voting stock; (2) the acquisition by any person (other than GCB) of the control of the election of a majority of GCB's or the Bank's directors; (3) the exercise of a controlling influence over the management or policies of GCB or the Bank by any person (other than GCB) or by persons acting as a group within the meaning of ss.13(d) of the Securities Exchange Act of 1934; or (4) during any period of two consecutive years, individuals who at the beginning of such two (2) year period constitute the Board of Directors of GCB (the "Company Board") (the "Co...
Involuntary Termination After Change in Control. Notwithstanding any provision herein to the contrary, if, in connection with or within twelve (12) months after any “Change in Control” of the Company, the Executive’s employment under this Agreement is terminated by the Company without the Executive’s prior written consent and for a reason other than Just Cause, the Executive shall be paid an amount equal to one (1) times his base annual salary, less that amount of base salary actually paid after the Change in Control and subject to ordinary tax withholdings, provided Executive executes a waiver and release agreement regarding employment related claims in a form satisfactory to the Company; however, Executive will not receive this payment if the Company was placed in conservatorship or receivership in connection with such Change in Control and the Board of Directors of the Company determines in good faith that the Change in Control was directed by or otherwise required by the FDIC. In no event, may the aggregate amount payable hereunder equal or exceed the difference between (i) the product of 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under Section 280G(b)(2) of the Code) that the Executive receives on account of the change in control. Such amount shall be paid in a lump sum, less applicable tax withholdings within ten (10) days of the effective date of the waiver and release agreement.
Involuntary Termination After Change in Control. The Company shall pay the Employee his Base Salary for a period of 18 months following the termination of his Employment if (i) the Company is subject to a Change in Control and (ii) the Employee, within 12 months after such Change in Control, is subject to an Involuntary Termination. In addition, if the preceding sentence applies, the Company shall also continue the Employee’s group insurance coverage (to the extent permitted by the Company’s group insurance policies) for such period of 18 months or, if earlier, until the date when the Employee receives substantially equivalent coverage in connection with new employment or self-employment. If the Company’s group health insurance policy does not permit the continuation of the Employee’s coverage and if he elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for himself and, if applicable, his dependents following the termination of his Employment, then the Company shall pay the monthly premium under COBRA for the Employee and, if applicable, such dependents until the earliest of (i) the close of such period of 18 months, (ii) the expiration of the Employee’s continuation coverage under COBRA or (iii) the date when the Employee receives substantially equivalent health insurance coverage in connection with new employment or self-employment.
Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then the Company will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will consist of (i) a payment (less applicable withholdings and deductions) equivalent to 12 months of Executive’s Base Salary (as in effect immediately prior to (a) the Change in Control, or (b) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment; (ii) the greater of 100% of the Executive’s (i) Target Bonus or (ii) most recent actual bonus payout payable as a single lump sum within 74 days of the termination of Executive’s employment; and (iii) taxable cash payments paid each calendar month for 12 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health dental and vision benefits that Executive and Executive’s eligible dependents had in effect under the Company’s welfare plans immediately prior to Executive’s termination (the “COBRA Payment”), and; (iv) Acceleration of vesting of one hundred percent (100%) of Executive’s unvested equity award compensation under any equity incentive plan maintained by Company, to the extent permitted by such plan and by applicable laws.
Involuntary Termination After Change in Control. If the Company is subject to a Change in Control before the Employee’s Employment terminates and he is subject to an Involuntary Termination within 12 months after such Change in Control, then the Company shall pay the Employee his Base Salary for the 12-month period following the termination of his Employment (also a “Continuation Period”). Such Base Salary shall be paid at the rate in effect at the time of the termination of Employment and in accordance with the Company’s standard payroll procedures.
Involuntary Termination After Change in Control. In the event that the Option is, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with a comparable option of the successor corporation (or parent thereof) and, within eighteen (18) months of the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the Option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall, immediately upon the effective date of the Involuntary Termination, become exercisable for all of the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully-vested Shares for the same period specified in Section 3.1 hereof.
Involuntary Termination After Change in Control. Section 2(d) is amended to delete the language, "less that amount of base salary, excluding any bonuses, actually paid after the Change in Control, and" so that Section 2(d) now states in its entirety, "Notwithstanding any provision herein to the contrary, if, in connection with or within twelve (12) months after any “Change in Control” of the Company, the Executive’s employment under this Agreement is terminated by the Company without the Executive’s prior written consent and for a reason other than Just Cause, the Executive shall be paid an amount equal to one (1) times his base annual salary, subject to ordinary tax withholdings, provided Executive executes a waiver and release agreement regarding employment related claims in a form satisfactory to the Company; however, Executive will not receive this payment if the Company was placed in conservatorship or receivership in connection with such Change in Control and the Board of Directors of the Company determines in good faith that the Change in Control was directed by or otherwise required by the FDIC. In no event, may the aggregate amount payable hereunder equal or exceed the difference between (i) the product of 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under Section 280G(b)(2) of the Code) that the Executive receives on account of the change in control. Such amount shall be paid in a lump sum, less applicable tax withholdings within ten (10) days of the effective date of the waiver and release agreement."
Involuntary Termination After Change in Control. In the event that the Option is, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with a comparable option of the successor corporation (or parent thereof) and, within eighteen (18) months of the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the Option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically become vested in full upon the effective date of the Involuntary Termination (as determined in accordance with Section 7.4); provided, however, that the portion of the Option whose vesting accelerates as a result of the Participant’s Involuntary Termination (the “Accelerated Option”) shall become exercisable only upon the effective date of a full general release signed by the Participant in a form prepared by or otherwise acceptable to Company, releasing all claims, known or unknown, that the Participant may have against Company and its officers, directors, employees and affiliated companies, arising out of or in any way related to the Participant’s employment or service or termination of employment or service with Company and with respect to which the period for revocation, if any, of such release has lapsed on or before the 60th day following the date of the Participant’s termination of employment or service without the release having been revoked. If the Accelerated Option becomes exercisable in accordance with the preceding sentence, it may be exercised in accordance with Section 4 for the remainder of the period specified in Section 3.1.
Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then EALIXIR will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will consist of (i) a payment (less applicable withholdings and deductions) equivalent to 3 months of Executive’s Base Salary (as in effect immediately prior to (a) the Change in Control, or (b) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment; (ii) the greater of 50% of the Executive’s (i) Target Bonus or (ii) most recent actual bonus payout payable as a single lump sum within 74 days of the termination of Executive’s employment.
