Change in Control Severance Benefit. Subject to the Executive’s satisfaction of all of the conditions set forth in Section 4 below, if, within twelve (12) months following the closing date of a Change in Control which occurs during the Term, the Company initiates the Executive’s Termination of Employment (for reasons other than a termination for Cause, Disability or death) or the Executive initiates a Termination of Employment for Good Reason, the Company shall (a) pay the Executive, in a single lump-sum cash payment, an amount equal to the Executive’s then current annualized base salary, but in no event less than annualized base salary on the Effective Date, subject to reduction for all applicable income, employment and related taxes and other required deductions (the “Severance Payment”), and (b) notwithstanding any provision in this Agreement (or any underlying equity award agreement) to the contrary, any time-based service condition contained in any equity awards by the Company outstanding in favor of the Executive shall be deemed to have been satisfied immediately prior to such Termination of Employment (the “Vesting Benefit”). The Company shall pay the Severance Payment to the Executive and provide the Vesting Benefit as soon as administratively feasible after the Executive’s Termination of Employment and following the date on which the Executive’s Release (defined below) becomes effective (but only if such Release becomes effective within sixty (60) days following the date of such termination of employment); provided, that, the Severance Payment required under this Section 3 shall be made in the second calendar year if such 60-day period begins in one calendar year and ends in the subsequent calendar year. If the Executive does not timely sign the Release such that it does not become effective within the 60-day period following the Executive’s Termination of Employment with the Company, then the Severance Payment shall be forfeited and the Vesting Benefit shall be disregarded (with no accelerated vesting). Notwithstanding the preceding provisions, the obligation of the Company to make the Severance Payment and provide Vesting Benefit to the Executive hereunder is subject to compliance with any applicable provisions of the Federal Deposit Insurance Corporation regulations found in Part 359 (entitled “Golden Parachute and Indemnification Payments”) of Title 12 of the Code of Federal Regulations (or any successor provisions).
Change in Control Severance Benefit. If the Company, or any related entity or successor entity terminates the Employee's employment in anticipation of a reorganization or a "Change in Control", or if the Company, or any related entity or any successor entity terminates the Employee's employment following a Change in Control for any other reasons without "Cause", or if the Employee's employment is "constructively terminated" as defined in Section 8, the Employee shall receive a payment equal to the Employee's Base Compensation for a period of six (6) months. Both the Basic Severance Benefit and a Change in Control Severance Benefit shall solely be paid to the Employee in a single lump sum payment. In either case, the applicable severance benefit shall not be paid until eight days after receipt of an executed copy of a General Release by the Company, as provided in Section 3. Severance benefit payments shall also be reduced to the extent of any advance payments, for any excess expense reimbursements, and for any amounts owed to the Company by the Employee (other than normal personal residence, home equity and similar loans). In the event of the death of the Employee after the commencement of entitlement to any severance benefit payable under Section 4, all benefits shall be paid in a lump sum to the Employee's spouse, or if no spouse exists, to the Employee's estate. Notwithstanding any interpretation to the contrary, in no event shall the Employee be entitled to both the Basic Severance Benefit and the Change in Control Severance Benefit.
Change in Control Severance Benefit. If within twelve (12) months after the occurrence of a Change in Control (as defined below) (i) the Company terminates Vice President’s employment for any reason; or (ii) Vice President resigns at any time after any diminution in Vice President’s job title, duties or compensation or the relocation of Vice President, without Vice President’s consent, to an office in a county that does not abut Tarrant County, Texas, the Company shall pay to Vice President, in a lump sum, three times Vice President’s annual salary in effect as of the date of Vice President’s termination or resignation and three times the sum of prior year bonuses paid to Vice President and shall continue to provide to Vice President, Vice President’s spouse and dependents, for a period of three years after such termination or resignation, the right to participate in any health and dental plans that the Company may maintain for its employees, on the same basis as participation by such employees.
Change in Control Severance Benefit. If the Executive is subject to a Qualifying Termination within two (2) months prior to or within twelve (12) months after a Change in Control, then the Company shall pay the Executive his or her annual base salary and annual bonus. Annual bonus shall be determined based on the higher of (i) the annual rate in effect immediately prior to the actions that resulted in the Qualifying Termination or (ii) the actual bonus paid to Executive for the immediately preceding fiscal year. Such severance benefit shall be paid in a cash lump-sum, which will be paid on the 60th day following Executive’s Qualifying Termination (or, if such day is not a business day, on the first business day thereafter), in accordance with the Company’s standard payroll procedures.
Change in Control Severance Benefit. If within twelve (12) months after the occurrence of a Change in Control (as defined below) (a) the Company terminates the Employee’s employment for any reason or (b) the Employee resigns at any time after any diminution in the Employee’s job title, duties or compensation or the relocation of the Employee, without the Employee’s consent, to an office in a different geographic region than the region in which the Employee resided as of the occurrence of the Change in Control, the Company shall continue to pay to the Employee for twelve (12) months thereafter the Employee’s salary in effect as of the date of the Employee’s termination or resignation. A Change in Control shall mean:
Change in Control Severance Benefit. If within twelve (12) months after the occurrence of a Change in Control (as defined below) (i) the Company terminates Employee’s employment for any reason; or (ii) Employee resigns at any time after any diminution in Employee’s job title, duties or compensation or the relocation of Employee, without Employee’s consent, to an office in a county that does not abut Tarrant County, Texas, the Company shall pay to Employee, in a lump sum, three times Employee’s annual salary in effect as of the date of Employee’s termination or resignation and three times the sum of prior year bonuses paid to Employee and shall continue to provide to Employee, Employee’s spouse and dependents, for a period of three years after such termination or resignation, the right to participate in any health and dental plans that the Company may maintain for its employees, on the same basis as participation by such employees.
Change in Control Severance Benefit. If the Company, or any related entity or successor entity terminates the Employee's employment in anticipation of a reorganization or a "Change in Control", or if the Company, or any related entity or any successor entity terminates the Employee's employment following a Change in Control for any other reasons without "Cause", or if the Employee's employment is "constructively terminated" as defined in Section 8, the Employee shall receive a payment equal to the Employee's Base Salary for a period of 24 months. All severance benefits shall be paid in accordance with the Company's normal payroll practices or in a single lump sum payment, within the discretion of the Company. However, the severance benefit shall not be paid until after 8 days after receipt of an executed copy of a General Release by the Company as provided in Section 3 and the return of all property to the Company, as provided in Section 10. Severance benefits shall also be reduced to the extent of any advance payments, for any excess expense reimbursements, and for any amounts owed to the Company by the Employee (other than normal personal residence, home equity and similar loans). In the event of the death of the Employee after the commencement of entitlement to any severance benefit payable under Section 4, all benefits shall be paid in a lump sum to the Employee's spouse, or if no spouse exists, to the Employee's estate. Notwithstanding any interpretation to the contrary, in no event shall the Employee be entitled to both the Basic Severance Benefit and the Change in Control Severance
Change in Control Severance Benefit shall be modified by adding the following new paragraph to the end thereof: Anything in this Section 12 to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided, by the Company to or for the benefit of Vice President (whether paid or payable or distributed or distributable or provided pursuant to the terms hereof or otherwise) would constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the lump sum payment payable pursuant to this Section 12 shall be reduced so that the aggregate present value of all payments in the nature of compensation to (or for the benefit of) Vice President which are contingent on a change of control (as defined in Code Section 280G(b)(2)(A)) is One Dollar ($1.00) less than the amount which Vice President could receive without being considered to have received any parachute payment (the amount of this reduction in the lump sum severance payment is referred to herein as the “Excess Amount”). The determination of the amount of any reduction required by this Section 12 shall be made by an independent accounting firm (other than the Company’s independent accounting firm) selected by the Company and acceptable to Vice President, and such determination shall be conclusive and binding on the parties hereto.
Change in Control Severance Benefit. (a) If, during the Term and concurrent with or within twelve (12) months after a Change in Control, either (i) the Company Terminates the Executive’s Employment (other than an automatic termination on account of death or Disability or pursuant to Section 9 on account of Cause), or (ii) the Executive voluntarily Terminates his/her Employment for Good Reason pursuant to Section 10, the Company shall make a lump sum payment to the Executive as soon as practicable (and not more than thirty (30) working days) after his/her Termination Date equal to the sum of (i) [NOTE 8] of his/her annual base salary, at the rate then in effect, but determined without regard to any reduction in base salary that would be an event of Good Reason, plus (ii) 50% of his/her bonus for the calendar year immediately preceding the year in which his/her Termination Date occurs. Furthermore, Company shall pay all premiums associated with COBRA continuation coverage for Executive and his/her eligible dependents on Executive’s behalf for a period of [NOTE 9] months from the Termination Date
Change in Control Severance Benefit. (a) Subject to the following provisions of this Section and Executive executing a Release (as set forth in Section 19) and the statutory period during which the Executive is entitled to revoke the Release has expired on or before that sixtieth (60th) day following the Termination Date, the Employing Company shall provide the Executive with the payments and benefits set forth in this Section, if during the Term and concurrent with or within two (2) years after a Change in Control, either (i) the Employing Company terminates the Executive's employment (other than a termination for Cause, Disability, or death pursuant to Section 10), or (ii) the Executive voluntarily terminates his/her employment pursuant to Section 11 for Good Reason.
