Termination in a Sale of Business Sample Clauses

Termination in a Sale of Business. In the event there is a Sale of Business, following which Executive is not retained in the same or comparable position, the Executive shall be entitled to be paid in cash in a lump sum on the date of the consummation of the Sale of Business, the present value of the aggregate amount of: the Annual Benefit as if it were to be paid beginning at Executive’s Retirement, with the Applicable Percentage being 100%, being paid for a period of fifteen (15) years in one hundred eighty (180) monthly installments beginning on the first day of the month following the consummation of the Sale of Business. The present value of the amount shall be determined using the long term monthly Applicable Federal Rate at the time of the consummation of the Sale of Business. Notwithstanding the prior paragraph, no payment shall be made to Executive pursuant to this Agreement to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment results in an excess parachute payment as defined under Section 280G of the Code. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Paragraph 5.1 shall be made to Executive, Executive’s designated beneficiary, Surviving Spouse or Executive’s estate if the Executive is entitled to benefits provided by any other Paragraph of this Agreement.
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Termination in a Sale of Business. In the event there is a Sale of Business, the Executive shall be entitled to be paid in a lump sum the present value (using the annual discount rate equal to the annual interest rate of a ten year treasury bond) of the Annual Benefit for a period of fifteen (15) years with the Applicable Percentage being 100% to be paid on the first day of each month, beginning with the month following the month in which the Executive for any reason terminates employment with Employer or a successor of Employer after a Sale of Business. The annual interest rate of a ten year treasury bond will be the yield on the 10 Year Treasury Note as shown in the "Morning Economic Notes" provided daily to Employer by Xxxxx Xxxxxx on the date of the Sale of Business. In the event this source is no longer available on the date of the Sale of Business, then the source of the rate will be selected by mutual agreement of the Employer and Executive. The payment of the lump sum will be made to the Executive by the Employer via wire transfer to the Executive's choice of bank account as soon as practicable after the earlier of a) the Sale of Business (assuming the Executive's termination date has been contractually or officially established by the Employer), or b) the effective date of the Executive's termination by Employer or a successor of Employer after a Sale of Business. Notwithstanding the calculation provided for in the foregoing paragraphs of this Section 5.2, in the event the Bank is acquired by Pacific Community Banking Group the amount of the lump sum payment required by this Section 5.2 shall be $484,000.
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Termination in a Sale of Business. In the event of a Sale of Business and the Executive does not have a written agreement in place for continued employment for a term of at least two years beginning from the time of the completion of the Sale of Business, in a position at least equivalent to an executive vice president of Employer and at least at the same then base salary of Executive, then the Executive shall be entitled to be paid in a lump sum on the date of the consummation of the Sale of Business, an amount equal to $345,582.00. If Executive is entitled to benefits pursuant to this paragraph, Executive shall not be entitled to any other benefits in this Agreement. “Notwithstanding the prior paragraph, payment made to Executive pursuant to this Agreement shall be reduced to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment will not result in an excess parachute payment as defined under Section 280G of the Code. “If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment.”
Sample 1
Termination in a Sale of Business. In the event there is a Sale of Business, following which Executive is not retained in the same or comparable position, the Executive shall be entitled to be paid in cash in a lump sum on the date of the consummation of the Sale of Business, the present value of the aggregate amount of: the Annual Benefit, with the Applicable Percentage being 100%, being paid for a period of fifteen (15) years in one hundred eighty (180) monthly installments beginning on the first day of the month following the consummation of the Sale of Business. The present value of the amount shall be determined using the long term monthly Applicable Federal Rate at the time of the consummation of the Sale of Business. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by Employer to or for the benefit of the Executive at any time constitutes a "parachute payment" under Section 280G of the Code or any similar or successor provision of federal or state law, Employer and Executive agree that Employer, its successors and/or assigns shall reimburse Executive for any monies paid in satisfaction of such claim, demand or assessment.
Sample 1
Termination in a Sale of Business. In the event there is a Sale of Business, the Executive shall be entitled to be paid in a lump sum on the date of the consummation of the Sale of Business, an amount equal to $235,456. “Notwithstanding the prior paragraph, payment made to Executive pursuant to this Agreement shall be reduced to the extent that such payment when aggregated with all other payments considered for purposes of calculating a parachute payment will not result in an excess parachute payment as defined under Section 280G of the Code. “If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by Employer to or for the benefit of the Executive at any time constitutes a “parachute payment” under Section 280G of the Code or any similar or successor provision of federal or state law, Executive agrees that Employer, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment.” If Executive is entitled to benefits pursuant to this paragraph, Executive shall not be entitled to any other benefits in this Agreement.
Sample 1
Termination in a Sale of Business. In the event there is a Sale of Business, the Executive shall be entitled to be paid in a lump sum the present value (using the annual discount rate equal to the annual interest rate of a ten year treasury bond) of the Annual Benefit for a period of fifteen (15) years with the Applicable Percentage being 100% to be paid on the first day of each month, beginning with the month following the month in which the Executive for any reason terminates employment with Employer or a successor of Employer after a Sale of Business.
Sample 1

Related to Termination in a Sale of Business

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination in General If Executive’s employment with the Company terminates for any reason, the Company will pay or provide to Executive: (i) any unpaid Salary through the date of employment termination, (ii) any unpaid Annual Bonus for the fiscal year prior to the fiscal year in which the termination occurs (payable at the time the bonuses are paid to employees generally), (iii) any accrued but unused vacation or paid time off in accordance with the Company’s policy, (iv) reimbursement for any unreimbursed business expenses incurred through the termination date, to the extent reimbursable in accordance with Section 3, and (v) all other payments or benefits (if any) to which Executive is entitled under the terms of any benefit plan or arrangement.

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Early Termination in the Public Interest The State is entering into this Contract to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Contract ceases to further the public interest of the State, the State, in its discretion, may terminate this Contract in whole or in part. This subsection shall not apply to a termination of this Contract by the State for breach by Contractor, which shall be governed by §15.A.i.

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

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