Change in Control Termination Benefits. In the event Executive's employment is terminated during the three-year period beginning on the effective date of a Change in Control (the "Protected Period") (i) by Executive for any reason other than death or Disability, or (ii) by the Company without Cause and other than due to Disability, then in lieu of the benefits provided under Section 5:
Change in Control Termination Benefits a) Subject to Section 19 hereof, upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his or her employment at any time within ninety (90) days following the Change in Control. Upon Executive’s termination in the event of a Change in Control following: (1) Executive’s voluntary termination pursuant to this Section, or (2) Executive’s dismissal within ninety (90) days of the Change of Control, unless such termination is due to Termination for Cause, as defined in Section 2(c) hereof, the Bank and the Holding Company shall pay Executive, or in the event of Executive’s subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, an immediate lump sum equal to two (2) times Executive’s average annual compensation for the three (3) preceding taxable years with such compensation to be paid no later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), provided, however, that such benefits paid on account of Executive’s termination due to a Change in Control are paid no later than twenty (20) days following the later of the end of the taxable year of Executive, Holding Company or Bank in which the termination event occurs, and in order to accommodate this payment timing, the ninety (90) day period referenced in this Section 3(a), will be shortened as necessary; provided, further, that any payments pursuant to this subsection and subsection 3(b) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years. Such annual compensation shall include any base salary, commissions, bonuses, the value of employer-derived contributions credited to the accounts of Executive (vested or unvested) under any pension, 401(k), employee stock ownership and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to Executive during such years. If Executive shall have worked less than three (3) taxable years, then the average shall be computed as an average of the number of years worked by Executive. Similarly, if Executive shall have worked for any portion of a taxable year in the three (3) preceding taxable years, then annual compens...
Change in Control Termination Benefits. (a) If a Change in Control occurs during the term of this Agreement, the Employer shall make or cause to be made a lump-sum payment to the Executive in an amount in cash equal to three times the Executive’s annual compensation. For this purpose annual compensation means (x) the Executive’s Base Salary when the Change in Control occurs plus (y) any cash bonus or cash incentive compensation earned for the calendar year ended immediately before the year in which the Change in Control occurs, regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral or vesting. Annual compensation shall be calculated without regard to any deferrals under qualified or nonqualified plans, but annual compensation shall not include interest or other earnings credited to the Executive under qualified or nonqualified plans. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this paragraph (a) is payable within 15 business days after the Change in Control occurs. If the Executive receives payment under this section 5.1 the Executive shall not be entitled to continued Base Salary under section 4.1 of this Agreement. The Executive shall be entitled to benefits under this section 5.1(a) on no more than one occasion during the term of this Agreement.
Change in Control Termination Benefits. (Double Trigger). If both: (A) a Change in Control occurs and (B) on, or within two years after the Change in Control, Company Involuntarily Terminates Executive’s employment or Executive terminates his employment for Good Reason (“Change in Control Termination”), then, subject to Section 6.1, Company will provide Executive with the following benefits (collectively referred to as the “Change in Control Termination Benefits”):
Change in Control Termination Benefits or Retirement Benefits under this Agreement shall constitute full settlement of all such claims and causes of action. The release must become effective no later than 60 days after Executive’s termination of employment in order for Executive to be entitled to any Severance Termination Benefits, Change in Control Termination Benefits, or Retirement Benefits under this Agreement.
Change in Control Termination Benefits. (a) . (a)
Change in Control Termination Benefits. (a) TERMINATION OF EXECUTIVE OR THE EXECUTIVE'S VOLUNTARY RESIGNATION FROM THE BANK'S EMPLOY FOR ANY REASON AFTER A CHANGE
Change in Control Termination Benefits. In the event of a Change in Control Termination, the Company shall pay to Executive (i) any annual base salary owed to Executive through the Date of Termination to the extent not previously paid, (ii) an amount equal to three (3) times Executive’s highest annual base salary during any of the last three full fiscal years prior to the Date of Termination, and (iii) an amount equal to three (3) times either (A) if Executive has been employed by the Company for at least three full fiscal years and has received three annual bonuses, the average annual bonus earned by Executive over the last three full fiscal years prior to the Date of Termination, or (B) if Executive has not been employed by the Company for at least three full fiscal years or has not received three annual bonuses, the average of (a) the last two actual bonuses received plus (b) the target bonus for the current year. In addition to the payments described in subparagraphs (i), (ii), and (iii) above, the Company also shall (A) arrange to provide to Executive for a period of three years from the Date of Termination, medical (including dental, vision and prescription drug coverage) and life insurance with terms no less favorable, in the aggregate, than the most favorable of those provided to Executive during the year immediately preceding the Date of Termination, (B) immediately vest all previously unvested shares of restricted stock, stock options, restricted stock units, stock appreciation rights, performance shares, and any and all other stock-based compensation awards received and held by Executive (which shall occur automatically without any action on the part of the Company), (C) provide Executive with any performance-based dividend equivalents, if any (to the extent earned by the Executive though the Date of Termination, as determined by the Company’s Compensation Committee) for the three years following the Date of Termination, and (D) pay any compensation previously deferred by Executive in accordance with the provisions of the plan under which such compensation was deferred. The benefits provided pursuant to subparagraph (A) above in any one calendar year shall not affect the benefits provided pursuant to subparagraph (A) in any other calendar year, and are not subject to liquidation or exchange for another benefit.
Change in Control Termination Benefits. If the Executive is terminated involuntarily but without cause within 24 months after a Change in Control, or if the Executive terminates employment voluntarily but with Good Reason within 24 months after a Change in Control, the Executive shall be entitled to a lump-sum payment in cash in an amount equal to two times the Executive’s annual compensation. For this purpose, annual compensation means (1) the Executive’s Base Salary at the time of the Change in Control or at the time Executive’s employment terminates, whichever is greater, plus (2) any bonuses or incentive compensation earned for the calendar year ended immediately before the year in which termination of employment occurs or the year in which the Change in Control occurs, whichever is greater, in either case regardless of when the bonus or incentive compensation earned for the preceding calendar year is paid and regardless of whether all or part of the bonus or incentive compensation is subject to elective deferral. The amount payable to the Executive hereunder shall not be reduced to account for the time value of money or discounted to present value. The payment required under this section 5.1 is payable no later than five business days after the Executive’s employment terminates. The Executive shall also be entitled to the benefits specified in section 4.3 paragraphs (b), (c), and (d). If the Executive is removed from office or if his employment terminates before a Change in Control occurs but after discussions with a third party regarding a Change in Control commence, and if those discussions ultimately conclude with a Change in Control, then for purposes of this Employment Agreement the removal of the Executive or termination of his employment shall be deemed to have occurred after the Change in Control. If the Executive receives payment under section 5.1 he shall not be entitled to any additional severance benefits under section 4.3(a) of this Employment Agreement.
Change in Control Termination Benefits. If there shall be a Change in Control Termination, the following subsections (a), (b) and (c) shall apply:
