Termination Prior to Change in Control. Notwithstanding anything in this agreement to the contrary, if a Change in Control occurs and (i) if the Executive’s employment with the Company or the Bank is terminated prior to the date on which Change in Control occurs, and if the termination of employment (a) was at the request or suggestion of a 3rd party who has taken steps reasonably calculated to effect the Change in Control or (b) otherwise arose in connection with or in anticipation of the Change in Control, or (ii) Executive has terminated his employment with Company and/or Bank for Good Reason prior to Change in Control, then Executive shall be entitled to the Income Protection Benefits and all other rights and privileges provided by this Agreement.
Termination Prior to Change in Control. The Company and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. If the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and all rights and obligations of the parties under it shall cease.
Termination Prior to Change in Control. If (i) the Company or the Bank terminates Executive’s employment without Cause, Executive resigns for Good Reason before a Change in Control, or the Company or the Bank unilaterally terminates this Agreement, and (ii) within twelve (12) months thereafter, the Company or the Bank enters into an agreement for a Change in Control or any party announces or is required by law to announce a prospective Change in Control of the Company or the Bank, then upon the closing of such Change in Control, Executive shall receive the Change in Control Payment.
Termination Prior to Change in Control. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term). In the event of any Covered Termination that does not entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Covered Termination, or at such other time(s) specified in this Section 3.05 or Section 6.03, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Covered Termination and prior to satisfaction of the Company’s obligations in this Section 3.05):
Termination Prior to Change in Control. If within a period of 180 days prior to the first public announcement of a proposed Change in Control the Company terminates the employment of the Executive for reasons other than the Executive's death, Disability, Retirement or Cause, and a Change in Control event subsequently occurs, unless the Company establishes that the Executive's termination was not in connection with the Change in Control, the Executive's termination shall be deemed to have been in connection with the Change in Control, and the Executive shall be entitled to severance payments under this Agreement, to be paid in cash within 10 days following the Change in Control.
Termination Prior to Change in Control. If, prior to a Change in Control (including a situation in which a Change in Control never occurs), the Company terminates the Executive's employment other than for Cause, Disability or death, then notwithstanding anything to the contrary contained in any prior agreement, the Executive shall be entitled to benefits described in subsections (a) through (d) below, the distribution of which shall be subject to the provisions of Sections 5.4, 5.5 and 5.8.
Termination Prior to Change in Control. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or Employee to have Employee remain in the employment of the Company prior to or following any Change in Control. Any termination of employment of Employee by the Company other than for Cause or by reason of his death or disability pursuant to Sections 7(b), (d) or (e) during the period beginning on the date that is sixty (60) days prior to the date of the first public announcement by the Company of the potential occurrence of an event that would constitute a Change in Control and ending on the date of consummation of such Change in Control shall be deemed to be a termination of Employee after a Change in Control for purposes of this Agreement.
Termination Prior to Change in Control. Notwithstanding the foregoing, if the Employee is terminated by the Company for any reason other than Cause in the 12 months preceding a Change in Control and if the Employee can reasonably demonstrate that such termination either (i) was at the request of a third party who has taken steps which are reasonably anticipated to result in a Change in Control; or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then the Employee will be entitled to the severance benefits described above.
Termination Prior to Change in Control. If, prior to a Change in Control, the Bank terminates Executive's employment without Cause (defined below) or Executive resigns for Good Reason (defined below), and within six months thereafter the Bank enters into an agreement for a Change in Control, or any party announces or is required by law to announce a prospective Change in Control of the Bank, then upon the closing of such Change in Control, Executive shall receive the Change in Control Payment in an amount equal to one and one-half (1.5) times Executive's highest W-2 income (before salary deferrals) received from the Bank over the three years preceding the date of termination or resignation.
Termination Prior to Change in Control. The Executive shall be entitled to the compensation and benefits provided in Section 4(a) if the Executive’s employment is terminated, during the Term but prior to a Change in Control, for reasons other than (i) the Executive’s death; (ii) the Executive’s Disability; (iii) termination by the Company for Cause; or (iv) termination by the Executive without Good Reason.
