TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. (a) Upon the occurrence of a Change in Control followed at any time during the term of this Agreement by (i) the termination of Executive’s employment by the Bank, other than for Cause (as defined in Section 3 below), or (ii) the Executive’s voluntary termination of employment for “Good Reason” (as defined in Section 3 below), Executive shall be entitled to receive the following:
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If Employee's employment is terminated by Flow or its successor Without Cause or by Employee for Good Reason contemporaneously with, or within one year after, a Change in Control, Employee will be entitled to the Change in Control Benefits. As a condition to receipt of any Change in Control Benefits, Employee will execute and deliver a Release of Claims substantially in the form attached as Exhibit A and any applicable revocation period will have lapsed without revocation.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. After a Change in Control, the following provisions shall apply.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If, after a Change of Control (as defined in the Change of Control Agreement), the Company terminates the Executive's employment other than for Cause or Disability, or if the Executive terminates employment with the Company for Good Reason after a Change of Control, Executive's compensation and benefits shall be exclusively determined by the terms of the Change of Control Agreement as then in effect.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If a Change in Control occurs during the term of this Employment Agreement, the Executive shall be entitled to the lump sum payment specified in paragraph (b) below if the Executive’s employment terminates voluntarily or involuntarily but without Cause within 12 months after the Change in Control. 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.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. If, on or after the second anniversary of the Effective Date and within 12 months following a Change in Control (as defined in Section 6.1(a) above, and excluding any change in control resulting from the Offer or the merger described in the Merger Agreement):
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Notwithstanding the provisions of paragraphs (d), (e) and (f) above, if, within three months after the Company obtains actual knowledge that a Change in Control (as defined in the Plan) has occurred, the Grantee's employment with the Company ceases for any reason, the Grantee may exercise this option in full, notwithstanding any limitation on the exercise of this option, at any time within three months after such cessation of employment.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Subject to satisfaction of Section 4(d), if, within six (6) months immediately preceding a Change in Control or within twelve (12) months immediately following a Change in Control, the Executive’s employment is terminated by the Company for any reason other than Cause or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive the following benefits (collectively, the “Severance Benefits”): (i) a payment equal to two times (2x) Base Salary; (ii) a payment equal to two times (2x) the dollar amount of the Executive’s full target bonus percentage as in effect for the twelve (12) month period immediately prior to such termination (for this purpose any performance targets shall be deemed immediately and fully satisfied); and (iii) $30,000 for the purpose of the Executive to fund health coverage continuation benefits. Severance Benefits shall be paid to the Executive no later than the forty-fifth (45th) day immediately following the Executive’s “separation from service” (as defined under Section 409A of the Code), provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for avoidance of doubt, if the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason any time prior to or following a Change in Control, then the Executive shall be entitled to only any unpaid annual Base Salary through and including the date of termination and the Executive shall not be entitled to or receive any Severance Benefits.
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. EMPLOYEE shall be entitled to the benefits specified in Section 3 if, within 18 months after a Change in Control occurs (a) EMPLOYEE is terminated for any reason other than for cause, or (b) EMPLOYEE resigns for Good Reason. COMPANY may terminate EMPLOYEE's employment for Cause, which shall mean only (A) upon the willful and continued failure by EMPLOYEE to perform substantially EMPLOYEE's duties with COMPANY, other than any such failure resulting from EMPLOYEE's incapacity due to physical or mental illness, which failure continues unabated after a demand for substantial performance is delivered to EMPLOYEE by the Board that specifically identified the manner in which the Board believes that EMPLOYEE has not substantially performed EMPLOYEE's duties, (B) EMPLOYEE willfully engages in gross misconduct materially and demonstrably injurious to COMPANY, or (C) upon fraud, misappropriation or embezzlement related to the business of COMPANY on the part of EMPLOYEE. For purposes of this paragraph, an act or failure to act on EMPLOYEE's part shall be considered "willful" if done or omitted to be done by EMPLOYEE otherwise than in good faith and without reasonable belief that EMPLOYEE's action or omission was in the best interest of COMPANY. Notwithstanding the foregoing, EMPLOYEE shall not be deemed to have been terminated by the COMPANY for Cause unless and until COMPANY shall have delivered to EMPLOYEE a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board, at a meeting of the Board called and held for the purpose (after reasonable notice to EMPLOYEE and an opportunity for EMPLOYEE, together with EMPLOYEE's counsel, to be heard before the Board), finding that in the good-faith opinion of the Board EMPLOYEE was guilty of conduct constituting Cause hereunder and specifying the particulars thereof in reasonable detail. EMPLOYEE may terminate employment for Good Reason, which, for the purposes of this Agreement, shall mean any of the following: (A) EMPLOYEE is assigned duties after a Change in Control materially inconsistent with EMPLOYEE's duties and responsibilities immediately before the date of such Change in Control, or (B) EMPLOYEE's annual salary is reduced during the period of this Agreement, or (C) EMPLOYEE's reporting responsibilities, titles or offices are materially changed in an adverse manner from those in effect immediately prior to such Change in Control. No benefits hereunder...
TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL. Notwithstanding the foregoing, if at any time on or after a Change in Control the Participant's employment is terminated by the Company or an Affiliate for any reason other than Cause and other than on account of disability or death, then, to the extent not vested previously, the aggregate number of the Service-Based Restricted Stock Units described in Section 2(b)(i)(1) above shall become earned and payable in full on termination of the Participant's employment, and the aggregate number of the Performance-Based Restricted Stock Units described in Section 2(b)(i)(2) above that are eligible to become earned and payable shall become earned and payable in full on termination of the Participant's employment.
