BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. In the event of Executive’s involuntary termination of employment by the Bank for reasons other than Termination for Cause, or a voluntary termination of employment by Executive for Good Reason occurring on or after a Change in Control, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, a cash lump sum payment equal to two (2) times Executive’s highest rate of Base Salary paid to Executive during the current calendar year of Executive’s date of termination or either of the two (2) calendar years immediately preceding Executive’s date of termination. Such payment shall be payable within thirty (30) days following Executive’s date of termination, and will be subject to applicable withholding taxes. In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to Executive’s termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (i) the date which is two (2) years from Executive’s date of termination or (ii) the date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. Subject to Section 4(b) hereof, in addition to the payment to the Executive of the amounts owed to the Executive pursuant to Sections 4(a) and 4(c) above, if within three (3) months before or twelve (12) months following the occurrence of a Change in Control, the Company terminates the Executive’s employment without Cause or the Executive resigns for Good Reason, the Company shall provide the following additional severance benefits:
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If, during the Term of this Agreement, the Executive’s employment by the Bank, or its successor, is terminated during the Term of this Agreement at or following a Change in Control (1) by the Bank, or its successor, for any reason other than a Termination for Cause or (2) by the Executive as a Termination for Good Reason, then the Bank, or its successor, shall pay the Executive, or in the event of the Executive’s death (subsequent to a Change in Control and termination of employment), the Executive’s beneficiary(ies), or the Executive’s estate, as the case may be, a lump sum cash severance payment, as liquidated damages, within ten (10) business days of the termination of the Executive’s employment, in an amount equal to two (2) times the Executive’s average Annual Compensation for the five (5) taxable years immediately preceding the year in which the Change in Control occurs.
(b) In the event of the Executive’s termination of employment for reasons that would entitle the Executive to a severance payment under Section 3(a) of this Agreement, the Executive and the Executive’s dependents will be entitled to elect continuing medical and dental coverage under Internal Revenue Code (“Code”) Section 4980B (“COBRA”) and the Bank shall pay the cost of the Executive’s (and, to the extent eligible under the terms of the applicable plans, the Executive’s dependents) continuing medical and dental coverage, as in effect on the Executive’s date of termination, and as amended from time to time thereafter, for a period of eighteen (18) months following the date of termination, to the extent that the Executive and the Executive’s dependents COBRA elect continuation coverage for that period. In the event that paying the cost of the coverage on a non-taxable basis would result in penalties or excise taxes to the Bank or the Bank is unable to provide the coverage on a non-taxable basis, then the cost of the COBRA coverage that is funded by the Bank shall be includable in the taxable income of the Executive.
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If a Change in Control occurs during the term of this Agreement and Executive’s employment is terminated within six (6) months prior to or eighteen (18) months following the date of the Change in Control, and if such termination is an involuntary termination by the Company without Cause (and does not arise as a result of death or Disability) or a termination by Executive for Good Reason (as defined in Section 2.10 above), Executive shall be entitled to the compensation and benefits described in Section 4.1 through 4.7 below. If Executive does not participate in a particular plan or program at the Change in Control Date (or if the Company no longer maintains or offers such plan or program at the Change in Control Date), the provisions of the section related to such plan, program or award shall not apply to Executive.
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If Officer’s employment by the Bank, or its successor, shall be terminated at the effective time or within two years after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall:
(1) pay Officer, or in the event of Officer’s subsequent death, Officer’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to (i) twenty-four (24) months of the Officer’s base salary in effect as of the Date of Termination, or if higher, the base salary in effect immediately prior to the date of a Change in Control, (ii) two times the bonus earned by the Officer from the Bank in the fiscal year immediately preceding the year in which the termination occurs, or if higher, two times the bonus earned in the fiscal year immediately preceding the date of a Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination, and
(2) cause to be continued at no cost to Officer, non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Officer prior to Officer’s termination for twenty-four (24) months. If the Bank cannot provide one or more of the benefits set forth in this Section 3(a)(2) because Officer is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Officer a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within ten (10) days after the later of Officer’s Date of Termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
(b) In no event shall the payments or benefits to be made or provided to Officer under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Officer’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of...
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If a Change in Control occurs during the term of this Agreement and Executive’s employment is terminated within six (6) months prior to or eighteen (18) months following the date of the Change in Control, and if such termination is an involuntary termination by the Company without Cause (and does not arise as a result of Executive’s death or Disability) or a termination by Executive for Good Reason, Executive shall be entitled to the following compensation:
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. (a) If Executive’s employment by the Bank shall be terminated on or after a Change in Control and during the term of this Agreement by (i) the Bank for other than Cause, or (ii) Executive for Good Reason, then the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or beneficiaries or estate, as applicable, a cash severance amount equal to one times the sum of: (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in Control, less applicable withholding taxes, payable by lump sum within ten (10) business days of the Date of Termination. In addition, the Bank shall cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for the Executive prior to Executive’s termination for twelve months, with the Executive paying the employee’s share of the premiums. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(b) In no event shall the payments or benefits to be made or provided to Executive under Section 3 hereof (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G of the Code. The reduction of the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under Section 3(a) hereof.
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If Officer’s employment by the Bank, or its successor, is terminated on or after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for a reason other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall pay the Officer, or in the event of his death (subsequent to a change in control and termination of employment), his beneficiary or beneficiaries, or his estate, as applicable, a cash severance amount equal to two (2) times the greater of the Officer’s base salary in effect as of the Date of Termination or the base salary in effect immediately prior to the date of a Change in Control, payable by lump sum within ten (10) business days of the Date of Termination. In no event shall the aggregate payments to be made or afforded to the Officer under this Agreement (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer’s “base amount”, as determined in accordance with Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under this Agreement.
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. The Corporation will provide the benefits listed below in subsections (a) through (h) in the event of a Termination of Employment (as defined in Section 1(k)), and provided such Termination of Employment occurs within 6 months before or 24 months after a Change in Control. Except as set forth in Section 3(a), all amounts payable under all subsections of this Section will be made by bank check or wire transfer on the date provided under subsection (g) below; provided that any amounts payable under all subsections of this Section shall not be payable until 30 days following the “Effective Date” (as such term is defined in the Release of Claims) of the Release of Claims in accordance with the timing and other provisions of Section 2 of this Agreement.
BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL. If Officer’s employment by the Bank, or its successor, is terminated on or after a Change in Control and during the term of this Agreement by (1) the Bank, or its successor, for a reason other than Cause, or (2) Officer for Good Reason, then the Bank, or its successor, shall pay the Officer, or in the event of his death (subsequent to a change in control and termination of employment), his beneficiary or beneficiaries, or his estate, as applicable, a cash severance amount equal to two (2) times the greater of the Officer’s base salary in effect as of the Date of Termination or the base salary in effect immediately prior to the date of a Change in Control plus two (2) times the highest rate of bonus earned by the Officer from the Bank in any one of the three calendar years immediately preceding the year in which the Date of Termination occurs, payable by lump sum within ten (10) business days of the Date of Termination. In no event shall the aggregate payments to be made or afforded to the Officer under this Agreement (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer’s “base amount”, as determined in accordance with Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under this Agreement.
