PAYMENTS UPON A CHANGE IN CONTROL. (a) The term “
PAYMENTS UPON A CHANGE IN CONTROL. If pursuant to Section 3 above, the Executive is entitled to amounts and benefits under this Section 4, the Company shall pay or provide, as the case may be, the following items:
PAYMENTS UPON A CHANGE IN CONTROL. (a) If during the term of this Agreement there is a change in control of the Bank or the Holding Company and within 12 months following such change in control there is a voluntary or an involuntary termination of the Employee’s employment with the Bank, whether or not such termination occurs during the term of this Agreement, the Bank shall pay to the Employee in a lump sum in cash within 31 business days after the termination of employment an amount equal to 300 percent of the Employee’s “base amount” of compensation, as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (“Code”).
PAYMENTS UPON A CHANGE IN CONTROL. If Executive’s employment terminates during the Term due to a voluntary Resignation for Good Reason and a Change in Control occurs within ninety (90) days after the Termination Date and during the Term or a Preliminary Event occurs and a Change in Control occurs within ninety (90) days after the Termination Date and during the Term, then, in addition to such base salary and other compensation that has been earned but not paid to Executive as of the Termination Date (which shall be payable in accordance with the Company’s regular payroll practices and applicable plans and programs), the Company shall provide to Executive the Termination Payments and the Health Benefits, subject to the conditions in Section 7. Except as provided in the preceding sentence and Section 2, Executive shall not be entitled to any payments, benefits or accelerated vesting of equity upon a Change in Control.
PAYMENTS UPON A CHANGE IN CONTROL. In the event of a Change in Control during the Term of this Agreement, the Bank shall pay to Employee cash in one lump sum within thirty (30) days after the date of the Change in Control an amount equal to three (3) times the Employee’s Base Salary in effect at the time of such Change in Control. The Bank shall have the sole discretion to determine when within the thirty (30) day period following the date of Change in Control such payment shall be made, and Employee shall have no right to designate the taxable year in which such payment shall be made. Under no circumstances will a payment be made under both this Section 9.1 and Section 8.2(v).
PAYMENTS UPON A CHANGE IN CONTROL. The provisions of this Section 6 are effective as of the Revision Date.
PAYMENTS UPON A CHANGE IN CONTROL. Within ten days following a Change in Control, the Company shall pay the Executive a lump sum cash payment equal to most recent annual bonus paid to the Executive pursuant to the Company's Bonus Plan (as defined in Paragraph 4.2(a)) prior to the Change in Control, prorated based on the number of days in the calendar year that have elapsed prior to the Change in Control.
PAYMENTS UPON A CHANGE IN CONTROL. (a) On the date of any termination of Executive's employment hereunder arising pursuant to a Change in Control (as hereinafter defined), if there exists no basis for termination pursuant to Section 6 of this Agreement, the Company shall pay to Executive an amount equal to six (6) month's salary, as determined according to the amount paid to Executive at the time of termination, payable on a monthly basis.
PAYMENTS UPON A CHANGE IN CONTROL. Upon the occurrence of a Change in Control (as defined herein), any unvested equity compensation held by Participant shall become immediately vested in full and the Company shall provide Participant a lump-sum cash payment not later than thirty (30) days following the Change in Control date (collectively referred to herein as “Benefits” or “Change in Control Benefits”); provided, however, the provision of such Benefits is conditioned on Participant ’s execution of a Waiver and Release Agreement in a form acceptable to the Company during the Release Period (as described herein), which includes a general release by Participant of the Company and its successors, affiliates and other related parties to the fullest extent permitted by law, and Participant does not revoke the general release within any applicable revocation period. Immediately upon the occurrence of a Change in Control, the Company shall deliver to Participant an executed Waiver and Release Agreement signed by the Company. Upon delivery of the Waiver and Release Agreement, Participant shall have thirty (30) days (the “Release Period”) to evaluate, and to consult with counsel regarding the contents of the Waiver and Release Agreement. Participant shall not be eligible to receive the Benefits payable under this Agreement unless the Waiver and Release Agreement is duly signed by Participant and submitted to the Company within the Release Period. Upon the eighth (8th) calendar day following the Company’s receipt of the Waiver and Release Agreement duly signed by Participant, the Company shall deliver to Participant the Benefits; provided, however, that Participant has not revoked the Waiver and Release Agreement within any applicable revocation period. In the event the Release Period begins and ends in different calendar years, payment of the Benefits shall not occur until the later in time of the two (2) calendar years. The lump-sum cash payment payable to Participant under this Agreement is Five Million Dollars ($5,000,000) and shall be subject to all applicable income and payroll tax withholding.
PAYMENTS UPON A CHANGE IN CONTROL. In addition to the payments above, the Employer shall pay the Employee:
