Common use of Change in Control Termination Benefits Clause in Contracts

Change in Control Termination Benefits. a) Subject to Section 19 hereof, upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his or her employment at any time within ninety (90) days following the Change in Control. Upon Executive’s termination in the event of a Change in Control following: (1) Executive’s voluntary termination pursuant to this Section, or (2) Executive’s dismissal within ninety (90) days of the Change of Control, unless such termination is due to Termination for Cause, as defined in Section 2(c) hereof, the Bank and the Holding Company shall pay Executive, or in the event of Executive’s subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, an immediate lump sum equal to two (2) times Executive’s average annual compensation for the three (3) preceding taxable years with such compensation to be paid no later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), provided, however, that such benefits paid on account of Executive’s termination due to a Change in Control are paid no later than twenty (20) days following the later of the end of the taxable year of Executive, Holding Company or Bank in which the termination event occurs, and in order to accommodate this payment timing, the ninety (90) day period referenced in this Section 3(a), will be shortened as necessary; provided, further, that any payments pursuant to this subsection and subsection 3(b) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years. Such annual compensation shall include any base salary, commissions, bonuses, the value of employer-derived contributions credited to the accounts of Executive (vested or unvested) under any pension, 401(k), employee stock ownership and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to Executive during such years. If Executive shall have worked less than three (3) taxable years, then the average shall be computed as an average of the number of years worked by Executive. Similarly, if Executive shall have worked for any portion of a taxable year in the three (3) preceding taxable years, then annual compensation for such year shall be annualized. Executive shall also be entitled to (i) the portion, if any, of the compensation earned by Executive through the date of the termination of his employment with the Bank which remains unpaid as of such date, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii) and (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained by the Holding Company and the Bank for their officers and employees with such payment to be made within thirty (30) days following the termination event as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii). Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. In the event the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance.

Change in Control Termination Benefits. a) Subject to Section 19 hereof, upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his or her employment followed at any time within ninety (90) days following during the Change in Control. Upon term of this Agreement by termination of the Executive’s termination in the event of a Change in Control following's employment due to: (1) Executive’s voluntary termination pursuant to this Section's dismissal, or (2) Executive’s dismissal within ninety (90) days of the Change of Control's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause, as defined in Section 2(c) hereof, the Bank and the Holding Company shall pay Executive, or in the event of the Executive’s 's subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, an immediate lump sum equal to two (2) times the Executive’s 's average annual compensation for the three (3) preceding taxable years with such compensation to be paid no later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), years; provided, however, that such benefits paid on account of Executive’s termination due to a Change in Control are paid no later than twenty (20) days following the later of the end of the taxable year of Executive, Holding Company or Bank in which the termination event occurs, and in order to accommodate this payment timing, the ninety (90) day period referenced in this Section 3(a), will be shortened as necessary; provided, further, that any payments pursuant to this subsection and subsection 3(b) below shall not, in the aggregate, exceed three times Executive’s 's average annual compensation for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years. Such annual compensation shall include any base salary, commissions, bonuses, the value of employer-derived contributions credited to the accounts of the Executive (vested or unvested) under any pension, 401(k), employee stock ownership and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to the Executive during such years. If the Executive shall have worked less than three (3) taxable years, then the average shall be computed as an average of the number of years worked by the Executive. Similarly, if the Executive shall have worked for any portion of a taxable year in the three (3) preceding taxable years, then annual compensation for such year shall be annualized. The Executive shall also be entitled to (i) the portion, if any, of the compensation earned by the Executive through the date of the termination of his employment with the Bank which remains unpaid as of such date, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days following after the Executive's termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii) of employment and (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained by the Holding Company and the Bank for their officers and employees with such payment to be made within thirty (30) days following the termination event as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii)employees. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. In the event the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s 's capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance.

Change in Control Termination Benefits. a) Subject to Section 19 hereof, upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his or her employment at any time within ninety (90) days following the Change in Control. Upon Executive’s termination in the event of a Change in Control following: (1) Executive’s voluntary termination pursuant to this Section, or (2) Executive’s dismissal within ninety (90) days of the Change of Control, unless such termination is due to Termination for Cause, as defined in Section 2(c) hereof, the Bank and the Holding Company shall pay Executive, or in the event of Executive’s subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, an immediate lump sum equal to two (2) times Executive’s average annual compensation for the three (3) preceding taxable years with such compensation to be paid no later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), ; provided, however, that such benefits paid on account of Executive’s termination due to a Change in Control are paid no later than twenty (20) days following the later of the end of the taxable year of Executive, Holding Company or Bank in which the termination event occurs, and in order to accommodate this payment timing, the ninety (90) day period referenced in this Section 3(a), will be shortened as necessary; provided, further, that any payments pursuant to this subsection and subsection 3(b) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years. Such annual compensation shall include any base salary, commissions, bonuses, the value of employer-derived contributions credited to the accounts of Executive (vested or unvested) under any pension, 401(k), employee stock ownership and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to Executive during such years. If Executive shall have worked less than three (3) taxable years, then the average shall be computed as an average of the number of years worked by Executive. Similarly, if Executive shall have worked for any portion of a taxable year in the three (3) preceding taxable years, then annual compensation for such year shall be annualized. Executive shall also be entitled to (i) the portion, if any, of the compensation earned by Executive through the date of the termination of his employment with the Bank and Holding Company which remains unpaid as of such date, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii) and (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained by the Holding Company and the Bank for their officers and employees with such payment to be made within thirty (30) days following the termination event event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii1.409A-1(h)(ii). Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. In the event the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance.

Change in Control Termination Benefits. a) Subject to Section 19 hereof, upon the occurrence of a Change in Control, Executive shall have the right to elect to voluntarily terminate his or her employment followed at any time within ninety (90) days following during the Change in Control. Upon term of this Agreement by termination of the Executive’s termination in the event of a Change in Control following's employment due to: (1) Executive’s voluntary termination pursuant to this Section's dismissal, or (2) Executive’s dismissal within ninety (90) days of the Change of Control's voluntary termination pursuant to Section 2(a), unless such termination is due to Termination for Cause, as defined in Section 2(c) hereof, the Bank and the Holding Company shall pay Executive, or in the event of the Executive’s 's subsequent death, his or her beneficiary or beneficiaries, or his or her estate, as the case may be, an immediate lump sum equal to two (2) times the Executive’s 's average annual compensation for the three (3) preceding taxable years with such compensation to be paid no later than thirty (30) days following the termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii), provided, however, that such benefits paid on account of Executive’s termination due to a Change in Control are paid no later than twenty (20) days following the later of the end of the taxable year of Executive, Holding Company or Bank in which the termination event occurs, and in order to accommodate this payment timing, the ninety (90) day period referenced in this Section 3(a), will be shortened as necessary; provided, further, that any payments pursuant to this subsection and subsection 3(b) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five (5) most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five (5) years. Such annual compensation shall include any base salary, commissions, bonuses, the value of employer-derived contributions credited to the accounts of the Executive (vested or unvested) under any pension, 401(k), employee stock ownership and profit sharing plan, severance payments, directors or committee fees and fringe benefits paid or to be paid to the Executive during such years. If the Executive shall have worked less than three (3) taxable years, then the average shall be computed as an average of the number of years worked by the Executive. Similarly, if the Executive shall have worked for any portion of a taxable year in the three (3) preceding taxable years, then annual compensation for such year shall be annualized. The Executive shall also be entitled to (i) the portion, if any, of the compensation earned by the Executive through the date of the termination of his employment with the Bank and Holding Company which remains unpaid as of such date, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days following after the Executive's termination event, as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii) of employment and (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained by the Holding Company and the Bank for their officers and employees with such payment to be made within thirty (30) days following the termination event as defined in Treasury Regulation Section 1.409A-1(h)(1)(ii)employees. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment. In the event the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s 's capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance.