Common use of Payments to Be Made as of the Effective Time of the Merger Clause in Contracts

Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,169, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his rights to payments or benefits under the Employment Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Termination, Release and Noncompetition Agreement (Newalliance Bancshares Inc)

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Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,169773,510, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v1(a)(ii) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Change of Control Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his rights to payments or benefits under the Employment Change of Control Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Termination, Release and Noncompetition Agreement (Newalliance Bancshares Inc)

Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,169222,576, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v1(a)(iii) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Change of Control Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his rights to payments or benefits under the Employment Change of Control Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Termination and Release Agreement (Newalliance Bancshares Inc)

Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,169_________, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v1(a)(iii) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Change of Control Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his rights to payments or benefits under the Employment Change of Control Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newalliance Bancshares Inc)

Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,169_________, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his rights to payments or benefits under the Employment Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Newalliance Bancshares Inc)

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Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,169724,627, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v1(a)(ii) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Change of Control Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his rights to payments or benefits under the Employment Change of Control Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Termination, Release and Noncompetition Agreement (Newalliance Bancshares Inc)

Payments to Be Made as of the Effective Time of the Merger. (a) As of the Effective Time of the Merger, provided the Executive is still employed by WBC immediately prior to such date and provided that the Executive and WBC have taken all of the actions required to be taken pursuant to Section 1 hereof, and in consideration of the obligations and commitments of the Executive under this Agreement, WBC or Westbank shall pay to the Executive a lump sum cash amount equal to $1,627,16997,576, subject to adjustment as set forth in Section 2(c) below (the “Maximum Amount”), less applicable tax withholdings and less any portion thereof that is prepaid in December 2006 pursuant to Sections 1(a)(v1(a)(iii) and 1(c) above. In consideration of such payment and the other provisions of this Agreement, the Executive, WBC, Westbank and NewAlliance hereby agree that the Employment Change of Control Agreement and the Executive’s employment with WBC shall be terminated without any further action of any of the parties hereto, effective immediately prior to the Effective Time of the Merger, except as set forth in Section 4 hereof. The Executive agrees that the above payment shall be in complete satisfaction of all of his her rights to payments or benefits under the Employment Change of Control Agreement, except as set forth in Section 4 hereof.

Appears in 1 contract

Samples: Termination and Release Agreement (Newalliance Bancshares Inc)

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