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 Company and the Bank terminate the Executive’s employment with the Company and the Bank and this Agreement other than pursuant to Section 8, or (B) the Executive terminates his employment with the Company and the Bank and this Agreement for Good Reason pursuant to Section 9.
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 for Good Reason.
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 Section 4 of this Agreement:
Change of Control Severance Benefit. (a) Subject to (i) the Executive’s timely execution and filing of a Release in accordance with Section 19, (ii) the expiration of any applicable waiting periods contained herein, and (iii) the following provisions of this Section, the Employing Companies shall provide the Executive with the payments and benefits set forth in this Section, if (i) during the Term and concurrent with or within twelve (12) months after a Change in Control, the Executive voluntarily terminates his Employment by providing thirty (30) days prior written notice to the Company, or (ii) during the Term and concurrent with or within two (2) years after a Change of Control, either (A) the Employing Companies Terminate the Executive’s Employment (other than a termination for Cause, Disability, or death pursuant to Section 10), or (B) the Executive voluntarily Terminates his Employment pursuant to Section 11 for Good Reason.
Change of Control Severance Benefit. In the event that Executive's employment shall terminate following a Change of Control, which termination occurs after the first anniversary of this Agreement but before the Expiration Date, and under any circumstance other than as described in Section 6.2 or Executive's Death, FirstMerit shall cause the acquiror to pay to Executive in a lump sum in cash, within 25 days after the later of the date of such Change of Control or the Termination Date, an amount equal to 200% of Executive's "base amount" as determined under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), less the aggregate present value of the payments or benefits, if any, in the nature of compensation for the benefit of Executive, arising under any plan or arrangement between FirstMerit and Executive, which constitute "parachute payments" under Section 280G of the Code.
Change of Control Severance Benefit. Subject to (i) the Executive's timely execution and filing of a Release in accordance with Section 17, (ii) the expiration of any applicable waiting periods contained herein, and (iii) the following provisions of this Section, the Employing Companies shall provide the Executive with the payments and benefits set forth in this Section, if (i) during the Term and concurrent with or within twelve (12) months after a Change in Control, the Executive voluntarily terminates her Employment by providing thirty (30) days prior written notice to the Company, or (ii) during the Term and concurrent with or within two (2) years after a Change of Control, either (A) the Employing Companies Terminate the Executive's Employment (other than a termination for Cause, Disability, or death pursuant to Section 8), or (B) the Executive voluntarily Terminates her Employment pursuant to Section 9 for Good Reason. As soon as administratively feasible (and not more than five (5) business days) after the Company's receipt of the Release and the expiration of any applicable waiting periods, the Employing Companies shall pay to the Executive a single lump sum payment in an amount equal to the product of (i) two (2) 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, subject to the limitations and reimbursement provisions of Subsection (h) and Section 7. If permissible under the Employing Companies' group medical plan, the Employing Companies shall continue to provide group medical coverage for the Executive (and her spouse and dependents, if any, covered by the Employing Companies' group medical plan on her Termination Date), for the twenty-four (24) month period following her Termination of Employment. Such coverage shall be at the Employing Companies' expense and shall be the same as that offered to active employees under the Employing Companies' group medical plan. 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. Coverage provided pursuant to this Subsection shall be concurrent with any required continuation coverage period under COBRA. For the twenty-four (24) month p...
Change of Control Severance Benefit. (a) Subject to (i) the Executive's timely execution and filing of a Release in accordance with Section 17, (ii) such Release having become effective pursuant to its terms; and (iii) the following provisions of this Section, the Bank shall pay and provide to the Executive the payments and benefits specified in Subsections (b) and (c), if during the Term and concurrent with or within one (1) year after a Change of Control, either (A) the Bank Terminates the Executive's Employment (other than a termination for Cause, Disability, or death pursuant to Section 8), or (B) the Executive voluntarily Terminates his Employment pursuant to Section 9 for Good Reason. Such payments shall be made as soon as administratively feasible (and not more than sixty (60) days) after the Executive's Termination Date. Notwithstanding the preceding sentence, if the Executive's Termination Date occurs during the last fifty-nine (59) days of a calendar year, the payment pursuant to the preceding sentence shall be made during the calendar year following the year in which the Executive's Termination Date occurs.
Change of Control Severance Benefit. Paragraph 8(d)(i)(B) of the Agreement shall be amended to read as follows:
Change of Control Severance Benefit. (a) Subject to Section 2.3 below, upon the occurrence of a Triggering Event, Employer (or its successor) shall pay Employee a severance benefit equal to three (3) weeks of Employee’s annual base salary in effect immediately prior to the Change of Control for each year of service to the Company or the Employer (“Change of Control Severance Benefit"). The foregoing Change of Control Severance Benefit shall be in addition to the Employer's obligation to pay Employee an amount equal to any accrued salary, bonus and vacation pay due Employee as of the date of termination of Employee's employment.
Change of Control Severance Benefit. The Board of Directors of the Company (the "Board") has adopted the Cerus Corporation Change of Control Severance Benefit Plan, effective September 15, 2005 (the "Plan") and Amended December 11, 2008. Cerus has designated you as eligible to participate in the Plan for the duration of this Agreement. This means that you will become an Eligible Employee, as that term is defined in the Plan, in the event that your employment with the Company terminates due to a Covered Termination, also defined in the Plan. For your future reference, a copy of the Plan document is enclosed. This document also serves as the Summary Plan Description for the Plan. You will continue to be an "Eligible Employee" under the Company's Change of Control Severance Benefit Plan, as amended, through to the Termination Date.
