Common use of Compensation During Disability or Upon Termination Clause in Contracts

Compensation During Disability or Upon Termination. (a) During any period that you fail to perform your duties as a result of incapacity due to physical or mental illness, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary at the rate then in effect until the Date of Termination. Thereafter, your benefits shall be determined in accordance with the Bank’s long-term disability plan then in effect. (b) If, within twenty-four (24) months after a Change in Control shall have occurred, you shall terminate your employment for Good Reason or your employment by the Bank shall be involuntarily terminated other than for Cause, your death or disability, then the Corporation shall pay you within five days after the Date of Termination an amount equal to the sum of: (i) An amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given, to the extent the Bank does not promptly pay such amount; plus (ii) A lump sum amount equal to the product of (A) the average sum of your annual base compensation (salary plus bonus) paid to you by the Bank for the five years (or the term of your employment, if less) preceding a Change in Control multiplied by (B) the number two (2), less one hundred ($100) dollars; plus (iii) All legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided for by this Agreement). (c) If your employment shall be terminated for Cause, or for any reason other than as specified in Sections 3(a) and (b) above, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given and the Corporation shall have no further obligations to you under this Agreement. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. (e) It is the intention of the parties to this Agreement that no payments by the Corporation to you or for your benefit under this Agreement shall be non-deductible to the Corporation by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, notwithstanding any other provision hereof, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Corporation, the amount of such payments shall be reduced to the maximum which can be deducted by the Corporation. To the extent that payments in excess of the amount which can be deducted by the Corporation have been made to you or for your benefit, they shall be refunded with interest at the applicable rate provided under Section 1274(d) of the Code, or at such other rate as may be required in order that no such payment to you or for your benefit shall be non-deductible pursuant to Section 280G of the Code. Any payments made hereunder which are not deductible by the Corporation as a result of losses which have been carried forward by the Corporation for Federal tax purposes shall not be deemed a non-deductible amount of purposes of this Section 4(c). (f) Notwithstanding any provision hereof to the contrary, no payment hereunder shall be made if it would violate any applicable law, rule or regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by the Federal Deposit Insurance Corporation.

Compensation During Disability or Upon Termination. (a) During any period that you fail to perform your duties as a result of incapacity due to physical or mental illness, the Corporation or resulting institution shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary at the rate then in effect until the Date of Termination. Thereafter, your benefits shall be determined in accordance with the Bank’s long-term disability plan then in effect. (b) If, within twenty-four twelve (2412) months after a Change in Control shall have occurred, you shall terminate your employment for Good Reason or your employment by the Bank shall be involuntarily terminated other than for Cause, your death or disability, then the Corporation Corporation, the Bank or resulting institution shall pay you within five days after the Date of Termination an amount equal to the sum of: (i) An amount equal to your full base salary only through the Date of Termination at the rate in effect at the time Notice of Termination was given, to the extent the Bank does not promptly pay such amount; plus (ii) A lump sum amount equal to: (A) $236,000 (if such change in control and termination occur within the initial three year term of your Employment Agreement), or (B) (if such change in control and termination occur during an extension of this Agreement but subsequent to the product initial three (3) year term of (Ayour Employment Agreement) the average sum of your annual base compensation (salary plus bonusonly) paid to you by the Bank for the five years (or the term of your employment, if less) preceding a Change in Control multiplied by (B) the number two (2), less one hundred ($100) dollarsControl; plus (iii) All legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided for by this Agreement). (c) If your employment shall be terminated for Cause, or for any reason other than as specified in Sections 3(a) and (b) above, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given and the Corporation shall have no further obligations to you under this Agreement. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. (e) It is the intention of the parties to this Agreement that no payments by the Corporation to you or for your benefit under this Agreement shall be non-deductible to the Corporation by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, notwithstanding any other provision hereof, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Corporation, the amount of such payments shall be reduced to an amount equal to the maximum which that can be deducted by the Corporation. To the extent that payments in excess of the amount which that can be deducted by the Corporation have been made to you or for your benefit, they shall be refunded with interest at the applicable rate provided under Section 1274(d) of the Code, or at such other rate as may be required in order that no such payment to you or for your benefit shall be non-deductible pursuant to Section 280G of the Code. Any payments made hereunder which are not deductible by the Corporation as a result of losses which that have been carried forward by the Corporation for Federal tax purposes shall not be deemed a non-deductible amount of purposes of this Section 4(c). (f) Notwithstanding any provision hereof to the contrary, no payment hereunder shall be made if it would violate any applicable law, rule or regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by the Federal Deposit Insurance Corporation.

Compensation During Disability or Upon Termination. (a) During any period that you fail to perform your duties as a result of incapacity due to physical or mental illness, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary at the rate then in effect until the Date of Termination. Thereafter, your benefits shall be determined in accordance with the Bank’s long-long- term disability plan then in effect. (b) If, within twenty-four (24) months after a Change in Control shall have occurred, you shall terminate your employment for Good Reason or your employment by the Bank shall be involuntarily terminated other than for Cause, your death or disability, then the Corporation shall pay you within five days after the Date of Termination an amount equal to the sum of: (i) An amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given, to the extent the Bank does not promptly pay such amount; plus (ii) A lump sum amount equal to the product of (A) the average sum of your annual base compensation (salary plus bonus) paid to you by the Bank for the five years (or the term of your employment, if less) preceding a Change in Control multiplied by (B) the number two (2), less one hundred ($100) dollars; plus (iii) All legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided for by this Agreement). (c) If your employment shall be terminated for Cause, or for any reason other than as specified in Sections 3(a) and (b) above, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given and the Corporation shall have no further obligations to you under this Agreement. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. (e) It is the intention of the parties to this Agreement that no payments by the Corporation to you or for your benefit under this Agreement shall be non-deductible to the Corporation by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, notwithstanding any other provision hereof, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Corporation, the amount of such payments shall be reduced to the maximum which can be deducted by the Corporation. To the extent that payments in excess of the amount which can be deducted by the Corporation have been made to you or for your benefit, they shall be refunded with interest at the applicable rate provided under Section 1274(d) of the Code, or at such other rate as may be required in order that no such payment to you or for your benefit shall be non-deductible pursuant to Section 280G of the Code. Any payments made hereunder which are not deductible by the Corporation as a result of losses which have been carried forward by the Corporation for Federal tax purposes shall not be deemed a non-deductible amount of purposes of this Section 4(c). (f) Notwithstanding any provision hereof to the contrary, no payment hereunder shall be made if it would violate any applicable law, rule or regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by the Federal Deposit Insurance Corporation.

Compensation During Disability or Upon Termination. (a) During any period that you fail to perform your duties as a result of incapacity due to physical or mental illness, the Corporation or resulting institution shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary at the rate then in effect until the Date of Termination. Thereafter, your benefits shall be determined in accordance with the Bank’s long-term disability plan then in effect. (b) If, within twenty-four (24) months after a Change in Control shall have occurred, you shall terminate your employment for Good Reason or your employment by the Bank shall be involuntarily terminated other than for Cause, your death or disability, then the Corporation Corporation, the Bank or resulting institution shall pay you within five days after the Date of Termination an amount equal to the sum of: (i) An amount equal to your full base salary only through the Date of Termination at the rate in effect at the time Notice of Termination was given, to the extent the Bank does not promptly pay such amount; plus (ii) A lump sum amount equal to the product of (A) the average sum of your annual base compensation (salary plus bonusonly) paid to you by the Bank and Corporation for the five years (or the term of your employment, if less) preceding a Change in Control multiplied by (B) the number two (2), less one hundred ($100) dollarsControl; plus (iii) All legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided for by this Agreement). (c) If your employment shall be terminated for Cause, or for any reason other than as specified in Sections 3(a) and (b) above, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given and the Corporation shall have no further obligations to you under this Agreement. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. (e) It is the intention of the parties to this Agreement that no payments by the Corporation to you or for your benefit under this Agreement shall be non-deductible to the Corporation by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, notwithstanding any other provision hereof, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Corporation, the amount of such payments shall be reduced to an amount equal to the maximum which that can be deducted by the Corporation. To the extent that payments in excess of the amount which that can be deducted by the Corporation have been made to you or for your benefit, they shall be refunded with interest at the applicable rate provided under Section 1274(d) of the Code, or at such other rate as may be required in order that no such payment to you or for your benefit shall be non-deductible pursuant to Section 280G of the Code. Any payments made hereunder which are not deductible by the Corporation as a result of losses which that have been carried forward by the Corporation for Federal tax purposes shall not be deemed a non-deductible amount of purposes of this Section 4(c). (f) Notwithstanding any provision hereof to the contrary, no payment hereunder shall be made if it would violate any applicable law, rule or regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by the Federal Deposit Insurance Corporation.

Compensation During Disability or Upon Termination. (a) During any period that you fail to perform your duties as a result of incapacity due to physical or mental illness, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary at the rate then in effect until the Date of Termination. Thereafter, your benefits shall be determined in accordance with the Bank’s long-term disability plan then in effect. (b) If, within twenty-four (24) months after a Change in Control shall have occurred, you shall terminate your employment for Good Reason or your employment by the Bank shall be involuntarily terminated other than for Cause, your death or disability, then the Corporation shall pay you within five days after the Date of Termination an amount equal to the sum of: (i) An amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given, to the extent the Bank does not promptly pay such amount; plus (ii) A lump sum amount equal to the product of (A) the average sum of your annual base compensation (salary plus bonus) paid to you by the Bank for the five years (or the term of your employment, if less) preceding a Change in Control multiplied by (B) the number two (2), less one hundred ($100) dollars; provided that if you are then a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and the payment is treated as being made on account of separation from service pursuant to Section 409A(a)(2)(A)(i) of the Code, the lump sum amount shall be payable to you pursuant to this Section 3(b)(ii) beginning on the first day of the seventh month following on the date of such termination; plus (iii) All legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided for by this Agreement). (c) If your employment shall be terminated for Cause, or for any reason other than as specified in Sections 3(a) and (b) above, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given and the Corporation shall have no further obligations to you under this Agreement. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. (e) It is the intention of the parties to this Agreement that no payments by the Corporation to you or for your benefit under this Agreement shall be non-deductible to the Corporation by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, notwithstanding any other provision hereof, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Corporation, the amount of such payments shall be reduced to the maximum which can be deducted by the Corporation. To the extent that payments in excess of the amount which can be deducted by the Corporation have been made to you or for your benefit, they shall be refunded with interest at the applicable rate provided under Section 1274(d) of the Code, or at such other rate as may be required in order that no such payment to you or for your benefit shall be non-deductible pursuant to Section 280G of the Code. Any payments made hereunder which are not deductible by the Corporation as a result of losses which have been carried forward by the Corporation for Federal tax purposes shall not be deemed a non-deductible amount of purposes of this Section 4(c). (f) Notwithstanding any provision hereof to the contrary, no payment hereunder shall be made if it would violate any applicable law, rule or regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by the Federal Deposit Insurance Corporation.

Compensation During Disability or Upon Termination. (a) During any period that you fail to perform your duties as a result of incapacity due to physical or mental illness, the Corporation or resulting institution shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary at the rate then in effect until the Date of Termination. Thereafter, your benefits shall be determined in accordance with the Bank’s long-term disability plan then in effect. (b) If, within twenty-four (24) months after a Change in Control shall have occurred, you shall terminate your employment for Good Reason or your employment by the Bank shall be involuntarily terminated other than for Cause, your death or disability, then the Corporation Corporation, the Bank or resulting institution shall pay you within five days after the Date of Termination an amount equal to the sum of: (i) An amount equal to your full base salary only through the Date of Termination at the rate in effect at the time Notice of Termination was given, to the extent the Bank does not promptly pay such amount; plus (ii) A lump sum amount equal to the product of (A) 2.99 times the average sum of your annual base compensation (salary plus bonusonly) paid to you by the Bank and Corporation for the five years (or the term of your employment, if less) preceding a Change in Control multiplied by (B) the number two (2), less one hundred ($100) dollarsControl; plus (iii) All legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided for by this Agreement). (c) If your employment shall be terminated for Cause, or for any reason other than as specified in Sections 3(a) and (b) above, the Corporation shall pay you, to the extent it is not paid by the Bank, an amount equal to your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination was given and the Corporation shall have no further obligations to you under this Agreement. (d) You shall not be required to mitigate the amount of any payment provided for in this Section 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 3 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. (e) It is the intention of the parties to this Agreement that no payments by the Corporation to you or for your benefit under this Agreement shall be non-deductible to the Corporation by reason of the operation of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”). Code”)- Accordingly, notwithstanding any other provision hereof, if by reason of the operation of said Section 280G, any such payments exceed the amount which can be deducted by the Corporation, the amount of such payments shall be reduced to an amount equal to the maximum which that can be deducted by the Corporation. To the extent that payments in excess of the amount which that can be deducted by the Corporation have been made to you or for your benefit, they shall be refunded with interest at the applicable rate provided under Section 1274(d) of the Code, or at such other rate as may be required in order that no such payment to you or for your benefit shall be non-deductible pursuant to Section 280G of the Code. Any payments made hereunder which are not deductible by the Corporation as a result of losses which that have been carried forward by the Corporation for Federal tax purposes shall not be deemed a non-deductible amount of purposes of this Section 4(c). (f) Notwithstanding any provision hereof to the contrary, no payment hereunder shall be made if it would violate any applicable law, rule or regulation, including without limitation, 12 C.F.R. Part 359, as promulgated by the Federal Deposit Insurance Corporation.