Termination Due to a Change of Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5.f.(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years; and (iii) benefits described in Sections 5.b.(I) and (II) below. The amounts described in Section 5.a.(i) and (ii) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”) and the Release Agreement has become irrevocable prior to the payment date.
Termination Due to a Change of Control. If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5.f.(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (as defined in Section 5.f.(ii)) (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates their employment for Good Reason (as defined in Section 5.f.(iii)) within seven hundred and thirty days of such Change of Control, then Employer shall pay Executive: (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to two times Executive’s highest Base Salary over the prior three years, and (iii) an amount equal to two times Executive’s average Profit Share over the prior three years. The amounts described in clause (i) shall be paid no later than three business days after the date on which employment is terminated. The amounts described in clauses (ii), and (iii) herein shall be paid no later than forty-five calendar days after the day on which employment is terminated. No payment will be made pursuant to clauses (ii) and (iii) unless the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”) and the Release Agreement has become irrevocable prior to the payment date.
Termination Due to a Change of Control. (i) If Executive terminates Executive's employment under this Agreement during the 180-day period following the date of the occurrence of a "Change of Control" of Block then, upon any such termination of Executive's employment and conditioned on Executive's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive's election (the "Change of Control Election") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the "Severance Plan") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive's last day of active employment by the Company or any Affiliate (the "Last Day of Employment"), as if Executive had incurred a "Qualifying Termination" (as such term is defined in the Severance Plan); provided, however, (1) the "Severance Period" (as such term is defined in the Severance Plan) will be 18 months, notwithstanding any provision in the Severance Plan to the contrary, and (2) Executive will be credited with no less than 18 "Years of Service" (as such term is defined in the Severance Plan) for the purpose of determining severance compensation under Section 4(a)(i) of the Severance Plan as it exists on the date of this Agreement or the comparable section of the Severance Plan as it exists on Executive's Last Day of Employment, notwithstanding any provision in the Severance Plan to the contrary. The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive's Last Day of Employment of Executive's Change of Control Election. Severance compensation and benefits provided under this Section 1.08(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate.
Termination Due to a Change of Control. (a) In accordance with the Plan and the Company’s forms of equity award agreements for senior executives, in the event of a Sale Event (as defined in the Company’s 2017 Stock Option and Incentive Plan), Executive shall receive acceleration of all time-based vesting provisions on all equity awards with time-based vesting held by Executive, with such vesting to occur immediately prior to the closing of the Sale Event.
Termination Due to a Change of Control. If, within the two (2) year period commencing on a Change of Control of the Company, (A) the Executive experiences an Involuntary Termination, or (B) the Executive terminates his employment with the Company or a Company Entity for Good Reason, the Executive shall be entitled to receive the compensation and benefits listed below, subject to his compliance with the terms of Section 5(f):
Termination Due to a Change of Control. If Employer is subjected to a Change of Control (as defined in Section 5(g)(i)), and either Employer or its assigns terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason within two (2) years of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date.
Termination Due to a Change of Control. Upon the termination of the Term due to a Change of Control, the Company shall pay the amounts to and provide the benefits for the Executive as set forth in Section 7.1 and 7.4 hereof.
Termination Due to a Change of Control. (i) If Executive terminates Executive's employment under this Agreement during the 180-day period following the date of the occurrence of a "Change of Control" of Block then, upon any such termination of Executive's employment and conditioned on Executive's execution of an agreement with the Company under which Executive releases all known and potential claims against Block, the Company, and Affiliates, the Company will provide Executive with Executive's election (the "Change of Control Election") of the same level of severance compensation and benefits as would be provided under the H&R Block Severance Plan (the "Severance Plan") as the Severance Plan exists either (A) on the date of this Agreement or (B) on Executive's last day of active employment by the Company or any Affiliate (the "Last Day of Employment"), as if Executive had incurred a "Qualifying Termination" (as such term is defined in the Severance Plan). The Severance Plan as it exists on the date of this Agreement is attached hereto as Exhibit A. Executive must notify the Company in writing within 5 business days after Executive's Last Day of Employment of Executive's Change of Control Election. Severance compensation and benefits provided under this Section 1.07(c) will terminate immediately if Executive violates Sections 3.02, 3.03, or 3.05 of this Agreement or becomes reemployed with the Company or an Affiliate.
Termination Due to a Change of Control. If Employer or its holding company, Northrim BanCorp, Inc., is subjected to a Change of Control (as defined in Section 5(f)(i)), and either Employer or its assigns terminates Executive's employment without Cause or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive upon the effective date of such termination all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date, plus a pro rata portion of any annual Target Bonus for the year of termination. In addition, Employer shall pay Executive an amount equal to two (2) times Executive's highest Base Salary over the prior three (3) years, plus an amount equal to two (2) times the Target Bonus or two (2) times the average bonus paid over the prior three (3) years, whichever is greater. In addition, Employer shall provide the benefits described in Sections 5(b)(i) and (ii) below. Provided, also, that the payment and benefits described in this Section 5(a) will only be paid conditioned upon Executive signing an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive's employment with Employer or the performance of this Agreement ("Release Agreement").
Termination Due to a Change of Control. Notwithstanding clause 4(c) above, if a Change of Control occurs and if, as a result of such Change of Control, Employee does not continue thereafter as the Chief Financial Officer of the Company and his employment terminates for any reason (other than death or Disability) on five days prior written notice, within 120 days of such Change of Control, Units not previously vested shall not then be forfeited provided that Employee executes a settlement agreement and release provided to the Employee as soon as practicable following the date of Employee’s Termination of Employment in such form as may be reasonably requested by the Company, but thereafter such Units that have not vested shall be forfeited if there occurs a Forfeiture Event pursuant to clauses (B) or (C) of Section 4(e)(iv) prior to the earlier of the Stated Vesting Date for such Units or Employee's death. Upon such a Termination of Employment, the then-outstanding Units that are vested at the date of Termination and that become vested thereafter will be settled in accordance with the settlement terms set out in the Agreement, giving effect to any valid deferral election of Employee then in effect. The foregoing notwithstanding, any settlement resulting from a Termination of Employment which would be made to a “specified employee” as defined under Code Section 409A shall be made six months after the date of Termination of Employment,
