Termination by Executive After Change in Control Clause Samples

Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean a change in control with respect to the Bank or its parent holding company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act") or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the combined voting power of the Bank or holding company's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Bank or company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. The Executive may terminate his employment under this Agreement by giving at least ninety (90) days prior written notice to the Bank at anytime (1) within eighteen (18) months of the effective date of a "change in control", or (2) after the occurrence, at any time subsequent to a "change in control," of any of the following events, without Executive's express written consent:
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Termination by Executive After Change in Control. (a) For purpose of this Agreement, a "change in control" shall be deemed to have occurred if any "individual, entity or group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the voting power of the securities of Employer or any of Employer's affiliates or becomes the owner of all or substantially all of the assets of Employer or any of Employer's affiliates or if the shareholders of Employer or any affiliate of Employer approve a reorganization, merger or consolidation of Employer or any affiliates of Employer. "Change in control" shall not refer to or include any transaction involving only entities affiliated directly or indirectly with Employer.
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Termination by Executive After Change in Control. If a Change in Control occurs, the Executive will have the rights, subject to the specified terms and conditions, set forth in the Letter Agreement.
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Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean and include: (I) any transaction or series of transactions subject to the Change in Bank Control Act (12 U.S.C. Section 1817(j)), as amended, in which any person, acting directly, or indirectly, through or in concert with one or more other persons, acquires control of the Bank; (II) any transaction or series of transactions subject to Subsection (e) of the Savings and Loan Holding Company Act (12 U.S.C. Section 1467a(e)), as amended, in which any savings and loan holding company directly or indirectly, or through one or more subsidiaries acquires control of the Bank or of a holding company which controls the Bank; (III) any transaction or series of transactions subject to the Bank Merger Act (12 U.S.C. Sections 215a and 1828(c)), as amended, in which the surviving bank or association is controlled by a person or entity other than the holding company that controlled the Bank immediately prior to the consummation of said transaction or series of transactions; and (IV) any sale by MMB of more than half of the assets of the Bank upon approval of less than an eighty percent (80%) or greater vote by the MMB Board. "Change in control" shall not refer to or include any subsequent transaction involving only entities controlled directly or indirectly by MMB, except to the extent that such transaction by Bank occurs within four (4) years of the Commencement Date and was approved by less than an eighty percent (80%) or greater vote of the MMB Board of Directors.
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Termination by Executive After Change in Control. (a) For purposes of this Agreement, a "change in control" shall be deemed to have occurred if any "individual, entity or group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the voting power of the securities of Employer or any of Employer's affiliates or becomes the owner of all or substantially all of the assets of Employer or any of Employer's affiliates or if the shareholders of Employer or any affiliate of Employer approve a reorganization, merger or consolidation of Employer or any affiliates of Employer. "Change in control" shall not refer to or include any transaction involving only entities affiliated directly or indirectly with Employer. (b) Executive may, at any time within twelve (12) months following a "change in control," terminate his employment under this Agreement by giving at least ninety (90) days prior written notice to Employer.
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Termination by Executive After Change in Control. (a) For purposes of this Agreement, a "change in control" shall be deemed to have occurred if any "individual, entity or group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the voting power of the securities of Employer or any of Employer's affiliates or becomes the owner of all or substantially all of the assets of Employer or any of Employer's affiliates or if the shareholders of Employer or any affiliate of Employer approve a reorganization, merger or consolidation of Employer or any affiliates of Employer. "Change in control" shall not refer to or include any transaction involving only entities affiliated directly or indirectly with Employer. (b) Executive may, at any time within twelve (12) months following a "change in control," terminate his employment under this Agreement by giving at least ninety (90) days prior written notice to Employer or Bank, and be entitled to the benefits described in Section 5(vi) below upon the occurrence of any of the following events: 1) Executive is assigned to positions, duties or responsibilities that are substantially less significant than the positions, duties and responsibilities provided herein; 2) Executive is removed from or Employer fails to re-elect Executive to his position, except in connection with termination of Executive's employment for cause, disability or retirement, or in connection with suspension or termination by or pursuant to regulatory action; 3) Executive's Base Salary is reduced other than as the result of a program applied on a proportionately equivalent basis to all executives of Employer and its affiliates, or any other failure by Employer to comply with Section 4.
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Termination by Executive After Change in Control. (a) For purposes of this Agreement, a "change in control" shall be deemed to have occurred if any "individual, entity or group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities representing 25% or more of the voting power of the securities of Employer or Employer's parent company or becomes the owner of all or substantially all of the assets of Employer or of Employer's parent company or if the shareholders of Employer or of Employer's parent company approve a reorganization, merger or consolidation of Employer of Employer's parent company. For purposes of this section, "Parent Company" shall mean any entity which owns or controls 25% or more of the voting power or assets of Employer. "Change in control" shall not refer to or include any transaction involving only entities affiliated directly or indirectly with Employer or any transaction between Employer and Merchants and Manufacturers Bancorporation, Inc. or any of its direct or indirect subsidiaries.
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Termination by Executive After Change in Control. For purposes of this Agreement, a "change in control" shall mean a change in control with respect to the Bank or its parent holding company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended
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Termination by Executive After Change in Control 
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Related to Termination by Executive After Change in Control

  • Voluntary Termination by Executive The Executive may voluntarily terminate his employment for any reason and such termination shall take effect 30 days after the receipt by Company of the Notice of Termination. Upon the effective date of such termination, Executive shall be entitled to (a) accrued and unpaid Salary and vacation through such termination date; and (b) all other compensation and benefits that were vested through such termination date. In the event Executive is terminated without notice, it shall be deemed a termination by the Company for Cause.

  • Termination by Executive with Good Reason Executive may terminate his employment with Good Reason by providing the Company thirty (30) days’ written notice setting forth in reasonable specificity the event that constitutes Good Reason, which written notice, to be effective, must be provided to the Company within ninety (90) days of Executives knowledge of occurrence of such event. During such thirty (30) day notice period, the Company shall have a cure right, and if not cured within such period, Executive’s termination will be effective upon the expiration of such cure period, and Executive shall be entitled to the same payments and benefits as provided in Section 8(d) hereof for a termination by the Company without Cause, subject to the same conditions on payment and benefits as described in Section 8(d) hereof. Following such termination of Executive’s employment by Executive with Good Reason, except as set forth in this Section 8(e), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment with Good Reason shall be receipt of the Severance Benefits.

  • Termination by Executive without Good Reason The Executive may terminate his employment without Good Reason by providing the Company thirty (30) days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(g), the Executive shall be entitled only to the Accrued Obligations. In the event of termination of the Executive’s employment under this Section 6(g), the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason.

  • Termination by Executive The Executive may terminate his employment hereunder at any time for any reason by giving the Company prior written notice not less than 30 days prior to such termination. Any termination pursuant to this paragraph 3(e) shall preclude a later claim that such termination was for Good Reason.

  • Termination by Executive for Good Reason The Executive may terminate employment for Good Reason. For purposes of this Agreement, “Good Reason” shall mean: