Common use of Additional Benefits After Employment Termination Clause in Contracts

Additional Benefits After Employment Termination. (a) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, in either case within 24 months after a Change in Control, Cortland Bancorp will provide at Cortland Bancorp’s expense and on behalf of the Executive a benefit consisting of reimbursement by Cortland Bancorp of a portion of the Executive’s cost to continue medical, dental, accident, disability, and life insurance coverage substantially identical to the coverage maintained for the Executive at termination, except to the extent coverage may be changed in its application to all employees, including reimbursement of a portion of the Executive’s cost to obtain coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) [Pub. L. 99-272, 100 Stat. 82]. Regardless of whether it is sufficient to reimburse the Executive’s entire monthly cost for continued medical, dental, accident, disability, and life insurance coverage, the amount of the Employer’s reimbursement under this section 2(a) is equal to the monthly medical, dental, accident, disability, and life insurance premium cost incurred by Cortland Bancorp and the Bank on account of the Executive’s participation in Cortland Bancorp and the Bank’s medical, dental, accident, disability, and life insurance plan in the month immediately before the month in which the Executive’s employment terminated. If providing the medical, dental, accident, disability, and life insurance coverage reimbursement benefit would result in Cortland Bancorp or any of its affiliates breaching the terms of any insurance policy with an applicable insurer or incurring any penalty or additional tax for failing to comply with any applicable law, instead of receiving the insurance coverage reimbursement benefit the Executive will be entitled to elect continuation coverage under COBRA section 4980B(f) and, beginning with the first payroll period after the first day of the seventh month after the month in which the Executive’s employment terminates, Cortland Bancorp will pay to the Executive a monthly cash amount equal to the monthly premium amount the Employer would have paid for the Executive’s medical, dental, accident, disability, and life coverage had the Executive remained actively employed, less any applicable tax withholdings (each such payment, an “Employer Payment”). The first Employer Payment will include the amount that the Executive would have received in the seven-month period after the date of employment termination had the Executive otherwise received the Employer Payments during the seven-month period. Any benefit provided by Cortland Bancorp in accordance with the preceding sentences after employment termination will not count toward the medical and dental plan’s obligation to provide continuation coverage under COBRA or any applicable provision of Cortland Bancorp and the Bank’s health plans that provide for continuing coverage for the Executive, and the last day of the post-termination period in which the Executive is entitled to the benefit under this section will be deemed to be the date of the Executive’s “qualifying event” for purposes of COBRA, provided that if application of this sentence would result in Cortland Bancorp or any of its affiliates incurring any penalty or additional tax for failing to comply with any applicable law, this section will be applied without giving effect to this sentence. (b) Cortland Bancorp’s obligation to pay benefits under section 2(a) will terminate on the first to occur of (w) the date the Executive becomes eligible for medical, dental, accident, disability, and life insurance coverage under plans provided by another employer, (x) the Executive’s death, or (y) 36 months after the Executive’s employment terminates. Termination of the benefit under section 2(a) does not, however, relieve Cortland Bancorp of its obligation to make a reimbursement payment due but not yet paid to the Executive. Section 2 will not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of Cortland Bancorp and the Bank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits.

Additional Benefits After Employment Termination. (a) If the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, in either case within 24 months after a Change in Control, Cortland Bancorp will provide at Cortland Bancorp’s expense and on behalf of the Executive a benefit consisting of reimbursement by Cortland Bancorp of a portion of the Executive’s cost to continue medical, dental, accident, disability, and life insurance coverage substantially identical to the coverage maintained for the Executive at termination, except to the extent coverage may be changed in its application to all employees, including reimbursement of a portion of the Executive’s cost to obtain coverage under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) [Pub. L. 99-272, 100 Stat. 82]. Regardless of whether it is sufficient to reimburse the Executive’s entire monthly cost for continued medical, dental, accident, disability, and life insurance coverage, the amount of the Employer’s reimbursement under this section 2(a) is equal to the monthly medical, dental, accident, disability, and life insurance premium cost incurred by Cortland Bancorp and the Bank on account of the Executive’s participation in Cortland Bancorp and the Bank’s medical, dental, accident, disability, and life insurance plan in the month immediately before the month in which the Executive’s employment terminated. If providing the medical, dental, accident, disability, and life insurance coverage reimbursement benefit would result in Cortland Bancorp or any of its affiliates breaching the terms of any insurance policy with an applicable insurer or incurring any penalty or additional tax for failing to comply with any applicable law, instead of receiving the insurance coverage reimbursement benefit the Executive will be entitled to elect continuation coverage under COBRA section 4980B(f) and, beginning with the first payroll period after the first day of the seventh month after the month in which the Executive’s employment terminates, Cortland Bancorp will pay to the Executive a monthly cash amount equal to the monthly premium amount the Employer would have paid for the Executive’s medical, dental, accident, disability, and life coverage had the Executive remained actively employed, less any applicable tax withholdings (each such payment, an “Employer Payment”). The first Employer Payment will include the amount that the Executive would have received in the seven-month period after the date of employment termination had the Executive otherwise received the Employer Payments during the seven-month period. Any benefit provided by Cortland Bancorp in accordance with the preceding sentences after employment termination will not count toward the medical and dental plan’s obligation to provide continuation coverage under COBRA or any applicable provision of Cortland Bancorp and the Bank’s health plans that provide for continuing coverage for the Executive, and the last day of the post-termination period in which the Executive is entitled to the benefit under this section will be deemed to be the date of the Executive’s “qualifying event” for purposes of COBRA, provided that if application of this sentence would result in Cortland Bancorp or any of its affiliates incurring any penalty or additional tax for failing to comply with any applicable law, this section will be applied without giving effect to this sentence. (b) Cortland Bancorp’s obligation to pay benefits under section 2(a) will terminate on the first to occur of (wx) the date the Executive becomes eligible for medical, dental, accident, disability, and life insurance coverage under plans provided by another employer, (xy) the Executive’s death, or (yz) 36 months after the Executive’s employment terminates. Termination of the benefit under section 2(a) does not, however, relieve Cortland Bancorp of its obligation to make a reimbursement payment due but not yet paid to the Executive. Section 2 will not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of Cortland Bancorp and the Bank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits.