Double Trigger Sample Clauses

Double Trigger. Section 4(d)(ii) of the Employment Agreement is hereby amended in its entirety to read as follows:

Double Trigger. Subject to the limitations under Subsections 3(a)(2) and 3(a)(4) below, if Executive’s employment with the Bank is: (i) terminated by the Company without Cause or is terminated by Executive with Good Reason; and (ii) Executive’s employment termination takes place within the time period of six (6) months prior to a Change in Control and twenty-four (24) months after a Change in Control (the “Change in Control Window”), the Company shall pay Executive a severance benefit (the “Change in Control Benefit”) equal to: (A) Thirty (30) months of Executive’s annual base salary (based on the higher of Executive’s base salary as of the Change in Control or as of the date of termination of employment); (B) Thirty (30) months of Executive’s target annual incentive compensation (based on the higher of Executive’s target annual incentive compensation for the year in which the Change in Control occurs or as of the date of the termination of employment); ​ (C) Any unpaid incentive compensation earned from the Company’s Annual Incentive Plan and/or any successor incentive compensation plans (“Incentive Compensation”) based on the fiscal year that ended immediately before the date of the termination; ​ (D) Prorated Incentive Compensation for the fiscal year in which the termination occurs based on Executive’s target annual Incentive Compensation through the month ended before the date of termination; and (E) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any applicable state health insurance continuation law (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the eighteen (18)-month anniversary of the date Executive’s employment is terminated; (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company’s payments under this Section 3(a)(1)(E) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this S...

Double Trigger. By written notice by either Party if, and only if both of the following conditions are satisfied at any time during the five-day period commencing on the Determination Date, such termination to be effective on the tenth day following the Determination Date: (i) The Buyer Market Value on the Determination Date is less than $11.60; and (ii) the number obtained by dividing the Buyer Market Value by the Initial Buyer Market Value shall be less than the number obtained by dividing (x) the Final Index Price by (y) the Initial Index Price minus 0.20; subject, however, to the following three sentences. If Seller elects to exercise its termination right pursuant to this Section 8.1(f), it shall give prompt written notice thereof to Buyer. During the five business day period commencing with its receipt of such notice, Buyer shall have the option to increase the Per Share Stock Consideration to equal the lesser of (x) a quotient, the numerator of which is equal to the product of the Initial Buyer Market Value, the Exchange Ratio (as then in effect), and the Index Ratio minus 0.20 and the denominator of which is equal to the Buyer Market Value on the Determination Date; or (y) the quotient determined by dividing the Initial Buyer Market Value by the Buyer Market Value on the Determination Date, and multiplying the quotient by the product of the Exchange Ratio (as then in effect) and 0.80. If within such five business day period, Buyer delivers written notice to Seller that it intends to proceed with the Merger by paying such additional consideration as contemplated by the preceding sentence, and notifies Seller of the revised Exchange Ratio, then no termination shall have occurred pursuant to this Section 8.1(f), and this Agreement shall remain in full force and effect in accordance with its terms (except that the Exchange Ratio shall have been so modified). For purposes of clarification, the adjustments to the Exchange Ratio contemplated by Section 1.4(c) of this Agreement shall be calculated and applied subsequent to any adjustment to the Exchange Ratio pursuant to this Section 8.1(f). The following terms shall have the meanings indicated below:

Double Trigger. If and to the extent that Executive’s Option Grant is not continued, assumed or replaced by an acquirer in connection with a Change of Control, then 100% of the total number of then-unvested shares under the Option Grant shall be immediately vested and Executive will be given an opportunity to exercise the Option Grant. If and to the extent that Executive’s Option Grant is continued, assumed or replaced by an acquirer in connection with a Change of Control, and if within one year after the Change of Control he experiences an involuntary termination of employment for reasons other than Cause, or if the place of work is moved more than 60 miles from the current location in Ft. C▇▇▇▇▇▇, then subject to him/her (i) resigning all positions as executive and officer and (ii) executing a Release of Claims and such Release of Claims becoming effective and irrevocable within sixty (60) days following such termination of employment, 100% of the total number of then-unvested shares under the Option Grant shall be immediately vested and shall remain exercisable by Executive for a period of one (1) year following his/her termination date.