After Change in Control Sample Clauses

After Change in Control. If Employee terminates this Agreement for Good Cause (defined below) and such termination occurs within two years of the occurrence of a Change in Control, then, in addition to any amounts otherwise due under this Agreement, the Company shall: (1) pay to Employee an amount equal to 2 times the salary plus bonus paid to Employee for his last complete year of employment, (2) continue Employee's participation in the Company's medical, dental, accidental death, and life insurance plans, as provided in Section 3 of this Agreement, for two years, subject to COBRA required benefits thereafter, and (3) cause Employee to be fully vested in any stock options or stock grants held by Employee. The Company shall make the payment due in one lump sum within 10 days of the effective date of termination.

After Change in Control. Subject to Section 6, if the Participant’s Employment is terminated by the Company or its Affiliates without Cause (whether or not due to Participant’s Performance) or by the Participant for Good Reason, or by the Company or its Affiliates for Cause pursuant to Sections 1(a)(ii) and 1(a)(vi), within 12 months after a Change in Control (as defined in the Plan), to the extent the Award has not been previously canceled or forfeited, the Award will vest in full upon such Employment termination and satisfaction of the Performance Condition or deemed satisfaction of the Performance Condition pursuant to Section 4(d). Shares subject to the RSUs and all Retained Distributions relating thereto shall be issued or transferred to the Participant at the time specified in Section 5(h).

After Change in Control. If, within the eighteen (18) month period following a Change of Control, Executive's employment is terminated pursuant to or under the circumstances contemplated by Section 7(d), then the Company shall pay Executive in a lump sum an amount equal to the sum of (A) three (3) times the Executive's current Base Salary (or his Base Salary immediately prior to the Change of Control, if greater), (B) three (3) times his Highest Bonus, and (C) any Gross-Up Payment provided under Subparagraph 8(c) below.

After Change in Control. After a Change in Control has occurred, termination by you of your employment with Bancorp during the CIC Term for "Good Reason" means termination based on any of the following:

After Change in Control. (i) If a Change in Control (as defined in Section 6(g) hereof) shall have occurred prior to the third anniversary of the Commencement Date and the Executive’s employment with the Employer is terminated within two years after such Change in Control shall have occurred (the “Effective Period”) (x) by the Employer other than pursuant to Section 5(a)(i), (ii) or (iii), or (y) by the Executive for Good Reason (as defined in Section 6(g)) hereof, then the obligations of the Employer and the Executive under Sections 1 and 2 will terminate as of the Date of Termination, neither Section 6(b) or (c) above will apply, and the Employer will pay or provide to the Executive only the following: (A) as soon as practicable, but in no event later than the fifth business day after the Date of Termination with respect to any cash payments, the Earned Benefits (excluding any incentive compensation provided for in clause (ii) of the definition of Earned Benefits), plus an amount equal to the highest annual cash bonus received for any one of the three fiscal years immediately prior to the fiscal year which includes the Date of Termination multiplied by a fraction, the numerator of which is the number of days elapsed in the fiscal year to and including the Date of Termination and the denominator of which is 365; and (B) as soon as practicable, but in no event later than the fifth business day after the Date of Termination, a lump sum cash payment equal to 2.99 times the greater of, (1) the highest combined Base Salary and annual cash bonus paid to the Executive in any one of the five fiscal years preceding the year in which the Date of Termination occurs, and (2) the Executive’s “annualized includable compensation for the base period” as defined in Section 280G(d)(1) of the Internal Revenue Code of 1996, as amended (the “Code”); and (C) (1) each option to acquire Common Stock held by the Executive immediately prior to the Date of Termination that would vest solely due to the passage of time within 365 days after such date as well as the Initial Option Grant shall become fully exercisable as of the Date of Termination in each case regardless of whether the time-vesting conditions set forth in the relevant stock option agreement have been satisfied and each such option and all other options that by their terms become exercisable during the 365 days after the Date of Termination shall remain exercisable until the later of the first anniversary of the Date of Termination and the date...

After Change in Control. If the Executive terminates his employment without Good Reason upon a Change in Control within 30 days after the expiration of 6 months after the Change in Control, the Executive will receive, beginning at the terminated of employment, the 63% Benefit described in paragraph (a)(1) of this Section 2, without the fractional reduction.

After Change in Control. (a) In the event that, at any time after a "Change in Control_ of the Company (as defined in Section 3.3) shall have occurred, Employee's employment with the Company is terminated by the Company or its successor for any reason other than Good Cause, then the Company or its successor shall pay to Employee, in a lump sum at the time of such termination, his "Severance Pay" (as defined in Section 3.4). (b) In addition, after a Change in Control of the Company, if Employee remains with the Company, then any reduction in Employee's base compensation or an adverse change in his duties and responsibilities, or any change in his work which involves a relocation of his principal place of employment by more than 100 miles or which requires a change in his residence shall be treated as a termination of his employment by the Company under this Section 3.1 entitling Employee to Severance Pay unless either (i) Employee consents in writing to such reduction or change, (ii) the Company can demonstrate by clear and convincing evidence that such reduction or change was based primarily on Employee's failure to reasonably perform his duties and responsibilities under the circumstances and, further, that such reduction or change was made only after the Company had provided Employee with written notice of such failure and a reasonable period of time to correct such failure, or (iii) such reduction or change comes more than two years after such Change in Control. (c) For the purposes of this Agreement, Good Cause shall consist of (i) Employee's embezzlement of funds, Employee's commission of fraud against the Company, or Employee's gross negligence or willful misconduct in the performance of his duties (ii) Employee's failure to devote substantially all of his full working time to the fulfillment of his duties with the Company (iii) Employee's conviction of, guilty plea to, or confession of a felony or any act of fraud or any other act of moral turpitude (iv) Employee's engaging in conduct or activities materially damaging to the property, business, or reputation of the Company or (v) Employee's failure or refusal to substantially follow or comply with the directions of the Board of Directors.