Common use of Death and Disability Benefits Clause in Contracts

Death and Disability Benefits. If Executive’s employment shall be terminated by Death or Disability, then Company shall provide Executive with the following benefits (collectively referred to as the “Death and Disability Benefits”): (i) Executive’s unearned bonus under Company’s annual cash incentive plan payable for the fiscal year in which Executive’s date of termination occurs, with such bonus amount determined at the end of the performance period in accordance with the plan, and then such earned amount (if any) (x) prorated to Executive’s date of termination and (y) paid to Executive in a lump sum on the normal payment date for such annual bonuses under the plan, but not later than the March 15th following the end of the performance period; (ii) Executive’s unpaid bonus (if any) accrued under Company’s annual cash incentive plan for the fiscal year that ended on or immediately before Executive’s date of termination, which accrued bonus shall be paid to Executive in a lump sum on the normal payment date for such bonuses under the plan, but not later than the March 15th following the end of such prior performance period; (iii) the restrictions on all restricted stock and restricted stock units of Executive shall lapse in full on his date of termination; (iv) all stock options and SARs of Executive shall become fully vested and exercisable on his date of termination and may be exercised until the earlier of (a) the second anniversary of his date of termination, unless otherwise provided by the Committee, in its discretion, or (b) the remaining term of such option or SAR; (v) all outstanding performance awards of Executive shall be prorated to his date of termination and to the extent such awards become “earned” based on actual performance results at the end of the performance period, shall be paid to Executive in a lump sum on the normal payment date for such awards under the plan, but not later than the March 15th following the end of the performance period; and (vi) all account balances of Executive in all supplemental and/or non-qualified retirement plans of Company and its affiliates shall become fully vested on his date of termination.

Death and Disability Benefits. If Executive’s employment shall be terminated by Death or Disability, then Company shall provide Executive with the following benefits (collectively referred to as the “Death and Disability Benefits”): (i) Executive’s unearned bonus under Company’s annual cash incentive plan payable for the fiscal year in which Executive’s date of termination occurs, with such bonus amount determined at the end of the performance period in accordance with the plan, and then such earned amount (if any) (x) prorated to Executive’s date of termination and (y) paid to Executive in a lump sum on the normal payment date for such annual bonuses under the plan, but not later than the March 15th following the end of the performance period; (ii) Executive’s unpaid bonus (if any) accrued under Company’s annual cash incentive plan for the fiscal year that ended on or immediately before Executive’s date of termination, which accrued bonus shall be paid to Executive in a lump sum on the normal payment date for such bonuses under the plan, but not later than the March 15th following the end of such prior performance period; (iii) the restrictions on all restricted stock and restricted stock units of Executive shall lapse in full on his date of termination; (iv) all stock options and SARs of Executive shall become fully vested and exercisable on his date of termination and may be exercised until the earlier earliest of (a) the second anniversary of his date of termination, unless otherwise provided by the Committee, in its discretion, or (b) the remaining term of such option or SAR; (v) all outstanding performance awards of Executive shall be prorated to his date of termination and to the extent such awards become “earned” based on actual performance results at the end of the performance period, shall be paid to Executive in a lump sum on the normal payment date for such awards under the plan, but not later than the March 15th following the end of the performance period; and (vi) all account balances of Executive in all supplemental and/or non-qualified retirement plans of Company and its affiliates shall become fully vested on his date of termination.

Death and Disability Benefits. If Executive’s employment (a) Disability" or "Disabled" shall be terminated by Death construed to comply with Code Section 409A and shall be deemed to have occurred, with or Disabilitywithout a Change in Control, then Company shall provide Executive with the following benefits (collectively referred to as the “Death and Disability Benefits”): if: (i) Executive’s unearned bonus under Company’s annual cash incentive plan payable the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for the fiscal year in which Executive’s date a continuous period of termination occurs, with such bonus amount determined at the end of the performance period in accordance with the plan, and then such earned amount not less than twelve (if any12) (x) prorated to Executive’s date of termination and (y) paid to Executive in a lump sum on the normal payment date for such annual bonuses under the plan, but not later than the March 15th following the end of the performance period; months; (ii) Executive’s unpaid bonus by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (if any12) accrued months, the Executive is receiving income replacement benefits for a period of not less than three months under Company’s annual cash incentive an accident and health plan for covering employees of the fiscal year that ended on Bank; or immediately before Executive’s date of termination, which accrued bonus shall be paid to Executive in a lump sum on the normal payment date for such bonuses under the plan, but not later than the March 15th following the end of such prior performance period; (iii) the restrictions on all restricted stock and restricted stock units Executive is determined to be totally disabled by the Social Security Administration. In the event of Disability, the Executive shall lapse be entitled to receive benefits under any short or long-term disability plan maintained by the Bank. To extent that such benefits are less than the Executive's Base Salary at the rate in full on his date effect at the time of termination; (iv) all stock options the Executive's Disability, the Bank shall pay the Executive a cash lump sum equal to the difference between such disability plan benefits and SARs the amount of Executive shall become fully vested and exercisable on his date of the Executive's Base Salary for one year following the termination and may be exercised until the earlier of (a) the second anniversary of his date employment due to Disability (regardless of termination, unless otherwise provided by whether a Change in Control has occurred). Any payment required hereunder shall be made no later than two and one-half (2.5) months after the Committee, end of calendar year in its discretion, or which the Disability occurred. (b) In the remaining event of the Executive's death during the term of such option the Agreement, with or SAR; (v) all outstanding performance awards of Executive shall be prorated to without a Change in Control, his date of termination and to the extent such awards become “earned” based on actual performance results at the end of the performance period, estate shall be paid to Executive in a cash lump sum on equal to one times the normal Executive's Base Salary at the rate in effect at the time of the Executive's death. Such payment shall be made within thirty (30) days after the Executive's date of death. In addition, the Bank will continue to provide non-taxable medical and dental benefits as were previously provided for such awards under the planExecutive's eligible dependents for three (3) years after the Executive's death. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not later than limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the March 15th following Executive's eligible dependents is not permitted under the end terms of the performance period; and (vi) all account balances applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive's surviving eligible dependents a cash lump sum payment reasonably estimated to be equal to the value of Executive in all supplemental and/or such non-qualified retirement plans taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of Company and its affiliates shall become fully vested the Executive's death, or if later, the date on his date which the Bank determines that such insurance coverage (or the remainder of terminationsuch insurance coverage) cannot be provided for the foregoing reasons.

Death and Disability Benefits. If Executive’s 's employment shall be terminated by Death or Disability, then Company shall provide Executive with the following benefits (collectively referred to as the “"Death and Disability Benefits”"): (i) Executive’s 's unearned bonus under Company’s 's annual cash incentive plan payable for the fiscal year in which Executive’s 's date of termination occurs, with such bonus amount determined at the end of the performance period in accordance with the plan, and then such earned amount (if any) (x) prorated to Executive’s 's date of termination and (y) paid to Executive in a lump sum on the normal payment date for such annual bonuses under the plan, but not later than the March 15th following the end of the performance period; (ii) Executive’s 's unpaid bonus (if any) accrued under Company’s 's annual cash incentive plan for the fiscal year that ended on or immediately before Executive’s 's date of termination, which accrued bonus shall be paid to Executive in a lump sum on the normal payment date for such bonuses under the plan, but not later than the March 15th following the end of such prior performance period; (iii) the restrictions on all restricted stock and restricted stock units of Executive shall lapse in full on his date of termination; (iv) all stock options and SARs of Executive shall become fully vested and exercisable on his date of termination and may be exercised until the earlier earliest of (a) the second anniversary of his date of termination, unless otherwise provided by the Committee, in its discretion, or (b) the remaining term of such option or SAR; (v) all outstanding performance awards of Executive shall be prorated to his date of termination and to the extent such awards become “"earned” " based on actual performance results at the end of the performance period, shall be paid to Executive in a lump sum on the normal payment date for such awards under the plan, but not later than the March 15th following the end of the performance period; and (vi) all account balances of Executive in all supplemental and/or non-qualified retirement plans of Company and its affiliates shall become fully vested on his date of termination.