Common use of Death or Incapacity Clause in Contracts

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). If the Company determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to Incapacity, the Company shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) month period. Notwithstanding any other provision in this Agreement, the Company shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The In the event of termination due to the death of the Executive, the Executive’s spouse, if the spouse she survives the Executive, or, if not, the Executive’s estate, as applicable, shall receive an amount equal to three (3) months of the Executive’s base salary in effect at his death. Such amount will be payable over the three (3) month period beginning the month following the month in which the Executive’s death occurred in accordance with the established payroll practices of the Bank (not less frequently than monthly) for the period during which such payments are to be made. The Executive’s spouse, if she survives him, or, if not, his estate shall also receive (i) any unpaid Base Salary base salary for the time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during due and owing pursuant to the calendar year preceding the calendar year terms of termination, but not yet paid as of the date of terminationany incentive or bonus plan, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) are collectively are referred to as the “Accrued Obligations”); and (iv) the Pro-Rata Bonus (as defined, and payable at the time provided, in Section 7(a)(ii)). If the Company Bank reasonably determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to Incapacity, the Company Bank shall pay the Accrued Obligations to the ExecutiveExecutive and the Pro-Rata Bonus (as defined, and payable at the time provided, in Section 7(a)(ii)). For purposes of this Agreement, “Incapacity” shall occur if the Company Bank determines that the Executive is suffering a physical or mental impairment that renders the Executive him unable to perform the essential functions of the his Position, and such impairment exists for six (6) months within any twelve (12) out of a twelve-month period. Notwithstanding any other provision in this Agreement, the Company Bank shall comply with all requirements of the Americans with Disabilities Act. FurtherNotwithstanding any other provision of this Agreement, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse she survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during and awarded pursuant to Section 3(b) above or any other incentive compensation for the calendar year preceding the calendar year of terminationprior fiscal year, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if she survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of his death through the end of the month in which his death occurs, payable in a lump sum as soon as administratively feasible following his death, but not later than thirty (30) days thereafter. If the Company Employer determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, ,” the Company Employer shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of his position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by the Employer or its insurer, and such impairment exists acceptable to Executive or his legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by the Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b)(i) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – — (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of Executive’s death through the end of the month in which Executive’s death occurs, payable in a lump sum as soon as administratively feasible following Executive’s death, but not later than thirty (30) days thereafter. If the Company Employer determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Employer shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse she survives the Executive, or, if not, the Executive’s estate shall receive (iA) any unpaid Base Salary base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) 30 days thereafter; (iiB) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, prior to termination but not yet paid as of the date of termination, payable on the earlier of (Ai) the thirtieth (30th) day after the date of termination, or (Bii) when otherwise due; and (iiiC) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (iA) – (iiiC) collectively are referred to as the “Accrued Obligations”). If the Company Bank determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, ,” the Company Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) month period. Notwithstanding any other provision in this Agreement, the Company Bank shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)Obligations) shall be owed or paid under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 2(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). If the Company Employer determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Employer shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)Obligations) shall be owed or paid paid, including those under Section 7(a) or Section 8(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The In the event of termination due to the death of the Executive, the Executive’s spouse, if the spouse she survives the Executive, or, if not, the Executive’s estate, as applicable, shall receive an amount equal to three (3) months of the Executive’s base salary in effect at his death. Such amount will be payable over the three (3) month period beginning the month following the month in which the Executive’s death occurred in accordance with the established payroll practices of the Company (not less frequently than monthly) for the period during which such payments are to be made. The Executive’s spouse, if she survives him, or, if not, his estate shall also receive (i) any unpaid Base Salary base salary for the time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during due and owing pursuant to the calendar year preceding the calendar year terms of termination, but not yet paid as of the date of terminationany incentive or bonus plan, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) are collectively are referred to as the “Accrued Obligations”); and (iv) the Pro-Rata Bonus (as defined, and payable at the time provided, in Section 7(a)(ii)). If the Company reasonably determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to Incapacity, the Company shall pay the Accrued Obligations to the ExecutiveExecutive and the Pro-Rata Bonus (as defined, and payable at the time provided, in Section 7(a)(ii)). For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the Executive is suffering a physical or mental impairment that renders the Executive him unable to perform the essential functions of the his Position, and such impairment exists for six (6) months within any twelve (12) out of a twelve-month period. Notwithstanding any other provision in this Agreement, the Company shall comply with all requirements of the Americans with Disabilities Act. FurtherNotwithstanding any other provision of this Agreement, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 2(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). If the Company Employer determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Employer shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)Obligations) shall be owed or paid paid, including those under Section 7(a) or Section 8(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). If the Company Bank determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event Employment Agreement with Xxxx X. Xxxxx effective April 1, 2018 of a termination due to Incapacity, the Company Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company Bank determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) month period. Notwithstanding any other provision in this Agreement, the Company Bank shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The In the event of termination due to the death of the Executive, the Executive’s spouse, if the spouse he survives the Executive, or, if not, the Executive’s estate, as applicable, shall receive an amount equal to three (3) months of the Executive’s base salary in effect at her death. Such amount will be payable over the three (3) month period beginning the month following the month in which the Executive’s death occurred in accordance with the established payroll practices of the Bank (not less frequently than monthly) for the period during which such payments are to be made. The Executive’s spouse, if he survives her , or, if not, her estate shall also receive (i) any unpaid Base Salary base salary for the time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during due and owing pursuant to the calendar year preceding the calendar year terms of termination, but not yet paid as of the date of terminationany incentive or bonus plan, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) are collectively are referred to as the “Accrued Obligations”); and (iv) the Pro-Rata Bonus (as defined, and payable at the time provided, in Section 7(a)(ii)). If the Company Bank reasonably determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to Incapacity, the Company Bank shall pay the Accrued Obligations to the ExecutiveExecutive and the Pro-Rata Bonus (as defined, and payable at the time provided, in Section 7(a)(ii)). For purposes of this Agreement, “Incapacity” shall occur if the Company Bank determines that the Executive is suffering a physical or mental impairment that renders the Executive her unable to perform the essential functions of the her Position, and such impairment exists for six (6) months within any twelve (12) out of a twelve-month period. Notwithstanding any other provision in this Agreement, the Company Bank shall comply with all requirements of the Americans with Disabilities Act. FurtherNotwithstanding any other provision of this Agreement, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). Additionally, if Executive’s spouse or other family is covered by Employer’s health plan at the time of his death, Employer shall provide Executive’s family with continuing health care coverage as required under Employer’s health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). To the extent such COBRA coverage is properly elected and continues in place, Employer will reimburse premiums paid, or otherwise provide payment for, such COBRA coverage such that there is no cost to Executive’s family for a period of twelve (12) months following Executive’s death. If the Company Employer determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Employer shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and, in the event of Executive’s death, the family health coverage payments) shall be owed or paid paid, including those under Section 7(a) or Section 8(a) or Section 8(b).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – — (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of Executive’s death through the end of the month in which Executive’s death occurs, payable in a lump sum as soon as administratively feasible following Executive’s death, but not later than thirty (30) days thereafter. If the Company Holding Company’s Board of Directors or its designee determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). If the Company Bank determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to Incapacity, the Company Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company Bank determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) month period. Notwithstanding any other provision in this Agreement, the Company Bank shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b)(i) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th30”1) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – — (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of Executive’s death through the end of the month in which Executive’s death occurs, payable in a lump sum as soon as administratively feasible following Executive’s death, but not later than thirty (30) days thereafter. If the Company Holding Company’s Board of Directors or its designee determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse she survives the Executive, or, if not, the Executive’s estate shall receive (iA) any unpaid Base Salary base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) 60 days thereafter; (iiB) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, but not yet paid as of the date of termination, payable on the earlier of (Ai) the thirtieth (30th) day after the date of termination, or (Bii) when otherwise due; and (iiiC) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (iA) – (iiiC) collectively are referred to as the “Accrued Obligations”). If the Company determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to Incapacity, the Company shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) twelve-month period. Notwithstanding any other provision in this Agreement, the Company SVBI shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a6(a)) shall be owed or paid under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, . but not not. later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, . due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of his death through the end of the month in which his death occurs, payable in a lump sum as soon as administratively feasible following his death, but not later than thirty (30) days thereafter. If the Company Holding Company’s Board of Directors or its designee determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of his position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or his legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of his death through the end of the month in which his death occurs, payable in a lump sum as soon as administratively feasible following his death, but not later than thirty (30) days thereafter. If the Company Holding Company’s Board of Directors or its designee determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of his position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer and acceptable to Executive or his legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for the benefit of Executive (and such impairment exists for six (6) months within any twelve (12) month periodothers if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). If the Company Bank determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event Employment Agreement with Xxxxx X. Xxxxxxxxx effective April 1, 2018 of a termination due to Incapacity, the Company Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company Bank determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) month period. Notwithstanding any other provision in this Agreement, the Company Bank shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)) shall be owed or paid under Section 8(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of her death through the end of the month in which her death occurs, payable in a lump sum as soon as administratively feasible following her death, but not later than thirty (30) days thereafter. If the Company Holding Company’s Board of Directors or its designee determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it Employer may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of her position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or her legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse survives the Executive, or, if not, the Executive’s estate shall receive (i) any unpaid Base Salary for time worked base salary which otherwise would be payable to Executive through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) days thereafter; (ii) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of terminationand awarded pursuant to Section 3(b) above, but not yet paid as of the date of termination, payable on the earlier of (A) the thirtieth (30th) day after the date of termination, or (B) when otherwise due; and (iii) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (i) – (iii) collectively are referred to as the “Accrued Obligations”). Executive’s spouse, if the spouse survives Executive, or, if not, Executive’s estate shall also receive an amount equal to Executive’s base salary from the date of Executive’s death through the end of the month in which Executive’s death occurs, payable in a lump sum as soon as administratively feasible following Executive’s death, but not later than thirty (30) days thereafter. If the Company Holding Company’s Board of Directors or its designee determines that Incapacity, Incapacity (as hereinafter defined, defined below) of the Executive has occurred, it Employer may terminate the Executive’s employment and this Agreement upon thirty ninety (3090) days’ written notice, provided that, within thirty ninety (3090) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” Bank shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the (i) Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential material functions of Executive’s position for thirteen (13) consecutive weeks and is then deemed to be permanently unable to continue in the PositionPosition by a physician selected by Employer or its insurer, and such impairment exists acceptable to Executive or Executive’s legal representative, which consent shall not be unreasonably withheld, or (ii) Executive is deemed disabled as defined in the policy of disability insurance maintained by Employer for six the benefit of Executive (6) months within any twelve (12) month periodand others if a group policy). Notwithstanding any other provision in this Agreement, the Company Employer shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)and spousal death benefit described above) shall be owed or paid paid, including those under Section 8(a7(a) or Section 9(a).

Death or Incapacity. The Executive’s employment under this Agreement shall terminate automatically upon the Executive’s death. The Executive’s spouse, if the spouse she survives the Executive, or, if not, the Executive’s estate shall receive (iA) any unpaid Base Salary base salary for time worked through the date of termination payable in a lump sum as soon as administratively feasible following termination, but not later than thirty (30) 30 days thereafter; (iiB) any incentive or annual bonus compensation earned during the calendar year preceding the calendar year of termination, prior to termination but not yet paid as of the date of termination, payable on the earlier of (Ai) the thirtieth (30th) day after the date of termination, or (Bii) when otherwise due; and (iiiC) any benefits or awards vested, due and owing pursuant to the terms of any other plans, policies or programs, payable when otherwise due (hereinafter subsections (iA) – (iiiC) collectively are referred to as the “Accrued Obligations”). If the Company MTC determines that Incapacity, as hereinafter defined, of the Executive has occurred, it may terminate the Executive’s employment and this Agreement upon thirty (30) days’ written notice, provided that, within thirty (30) days after receipt of such notice, the Executive shall not have returned to full-time performance of the Executive’s assigned duties. In the event of a termination due to “Incapacity, the Company ,” MTC shall pay the Accrued Obligations to the Executive. For purposes of this Agreement, “Incapacity” shall occur if the Company determines that the Executive is suffering a physical or mental impairment that renders the Executive unable to perform the essential functions of the Position, and such impairment exists for six (6) months within any twelve (12) month period. Notwithstanding any other provision in this Agreement, the Company MTC shall comply with all requirements of the Americans with Disabilities Act. Further, if the Executive’s employment is terminated due to death or “Incapacity,” then no payments (other than the Accrued Obligations under this Section 7(a)Obligations) shall be owed or paid under Section 8(a7(a) or Section 9(a).