Discharge Without Cause. The Bank may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause: (a) The Bank shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9. (b) During the Remaining Unexpired Employment Period, the Bank shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of the Bank. The coverage provided under this section 12(b) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b). (c) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Executive for the payments the Executive would have received during the Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive’s termination of employment. The payments and benefits described in sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.
Appears in 1 contract
Discharge Without Cause. The Bank and the Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Remaining Unexpired Employment Period, the Bank and the Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of them immediately prior to the BankExecutive's termination. The coverage provided under this section 12(b12(b)(i) may, at the election of the BankBank and the Company, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b12(b)(i).
(cii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Executive received in would have earned if he had continued working for the calendar year preceding that in which the termination of employment with Company and the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in during the Remaining Unexpired Employment Period to compensate at the Executive for the payments the Executive would have received highest annual rate of salary achieved during the Remaining Unexpired Employment Periodperiod of three (3) years ending immediately prior to the date of termination (the "Salary Severance Payment"). Such lump sum The Salary Severance Payment shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of computed using the period following any such termination. Such payment shall be made formula: SSP=(sigma)(n) [ (without discounting for early paymentBS/PR) within thirty ] (301) days following the Executive’s termination of employment. The payments and benefits described in sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.--------------- [1 + (I/PR)](n)
Appears in 1 contract
Discharge Without Cause. The Bank and the Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Remaining Unexpired Employment Period, the Bank and the Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-premium- sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of them immediately prior to the BankExecutive's termination. The coverage provided under this section 12(b12(b)(i) may, at the election of the BankBank and the Company, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b12(b)(i).
(cii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Executive received in would have earned if he had continued working for the calendar year preceding that in which the termination of employment with Company and the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in during the Remaining Unexpired Employment Period to compensate at the Executive for the payments the Executive would have received highest annual rate of salary achieved during the Remaining Unexpired Employment Periodperiod of three (3) years ending immediately prior to the date of termination (the "Salary Severance Payment"). Such lump sum The Salary Severance Payment shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of computed using the period following any such termination. Such payment shall be made formula: - n SSP= \ (without discounting for early paymentBS/PR) within thirty / [-----------------------------------] - 1 [1 + (30) days following the Executive’s termination of employment. The payments and benefits described in sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.I / PR)]n
Appears in 1 contract
Discharge Without Cause. The Bank may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and estate, surviving dependents and or beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) During the Remaining Unexpired Employment Period, the Bank shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of the Bank. The coverage provided under this section 12(b) may, at the election of the Bank, be secondary In addition to the coverage provided as part of the Standard Termination Entitlements Entitlements:
(i) The shares of Bonus Stock (if any) and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result Initial Stock Options that benefits under are not vested as of the other coverages will offset date of termination of employment) shall vest as of the coverage required by this section 12(b)date of termination of employment.
(cii) The Bank or the Company shall make a lump sum payment pay to the Executive (or, in the event of his death before paymentdeath, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Executive received in the calendar year preceding that in which the estate or designated beneficiaries) ten (10) business days after termination of employment a pro rata Annual Bonus for the year of termination based on the Target Bonus.
(iii) The Bank or the Company shall pay to the Executive (or, in the event of his death, his estate or designated beneficiaries) ten (10) business days after termination of employment, an additional lump sum payment equal to two times the sum of the Executive’s most recent Base Salary plus the Executive’s Target Bonus.
(iv) If the Executive’s termination of employment occurs upon, following or in connection with the Bank occurs divided by twelve a Change of Control (12as defined in this Agreement), (A) any options to purchase Common Stock (including but not limited to Initial Stock Options) and then multiplied by the number of months remaining in any unvested restricted stock or other Common Stock or stock-based awards that are scheduled to vest during the Remaining Unexpired Employment Period to compensate shall vest as of the Executive for the payments the Executive would have received during date of termination of employment and (B) if the Remaining Unexpired Employment Period. Such Period is less than 3 years, the Company shall pay to the Executive (or, in the event of his death, his estate or designated beneficiaries), subject to Section 21, ten (10) business days after termination of employment a lump sum shall be paid payment equal to three times the sum of the Executive’s most recent Base Salary plus the Executive’s Target Bonus in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement the payment described in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive’s termination of employmentsection 12(b)(iii). The payments and benefits described enumerated in sections 12(bsection 12(b)(i), (ii), (iii) and 12(c(iv) are shall be referred to collectively in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.
Appears in 1 contract
Discharge Without Cause. The Bank Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9.
(b) During the Remaining Unexpired Employment Period, the Bank Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of the BankCompany. The coverage provided under this section 12(b) may, at the election of the BankCompany, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b).
(c) The Bank Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Executive received in the calendar year preceding that in which the termination of employment with the Bank Company occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Executive for the payments the Executive would have received during the Remaining Unexpired Employment Period. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive’s termination of employment. The payments and benefits described in sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.
Appears in 1 contract
Discharge Without Cause. The Bank may discharge the Executive Officer without Cause at any time during after the Employment Period andoccurrence of a Change of Control or Pending Change of Control, unless and in such discharge constitutes a discharge with Causeevent:
(a) The Bank shall pay and deliver to the Executive Officer (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Remaining Unexpired Employment Assurance Period, the Bank shall provide for the Executive and his dependents Officer continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of immediately prior to the BankOfficer's resignation. The coverage provided under this section 12(b6(b)(i) may, at will cease upon the election earlier of (i) the Bank, be secondary to date the Officer first becomes eligible for such benefit coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided under similar plans or programs maintained by a subsequent employer or through Medicare, with and (ii) the result that benefits under date the other coverages will offset the coverage required by this section 12(b).Assurance Period terminates;
(cii) The Bank shall make a lump sum payment to the Executive Officer (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Officer would have earned if he had continued working for the Executive received in Bank during the calendar year preceding Assurance Period at the highest annual rate of salary achieved during that in portion of the employment period which is prior to the Officer's termination of employment with the Bank occurs divided by twelve Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (12) and then multiplied by "Code"), compounded using the number of months remaining in compounding period corresponding to the Remaining Unexpired Employment Period to compensate the Executive Bank's regular payroll periods for the payments the Executive would have received during the Remaining Unexpired Employment Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination. Such payment shall be made ; and
(without discounting for early paymentiii) within thirty (30) days following the Executive’s his termination of employmentemployment with the Bank, a lump sum payment in an amount equal to the estimated present value of the annual bonuses that the Officer would have earned if he had continued working for the Bank during the Assurance Period at the highest annual rate of salary achieved during the period of three (3) years ending immediately prior to the date of termination (the "Bonus Severance Payment"). The payments and benefits described in sections 12(b) and 12(c) are referred to in this Agreement as Bonus Severance Payment shall be computed using the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.following formula: BSP = SSP x (ABP / ASP)
Appears in 1 contract
Discharge Without Cause. The Bank may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9.
(b) During the Remaining Unexpired Employment Period, the Bank shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of the Bank. The coverage provided under this section 12(b) may, at the election of the Bank, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b).
(c) The Bank shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate the Executive for the payments the Executive would have received during the Remaining Unexpired Employment Period. Such lump sum sum’ shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive’s termination of employment. The payments and benefits described in sections Sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements.”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.
Appears in 1 contract
Discharge Without Cause. The Bank may discharge If the Executive at any time Executive's Date of Termination occurs during the Employment Period andAgreement Term under circumstances described in paragraph 3(d) (relating to constructive discharge), unless such discharge constitutes paragraph 3(f) (relating to termination by the Company without Cause), or failure of the parties to renew this Agreement prior to the expiration of the Agreement Term, then, in addition to the amounts payable in accordance with paragraph 4(a):
(i) The Executive shall receive from the Company, within 60 days following the Date of Termination, a discharge with Causelump sum cash payment equal to the sum of:
(a) The Bank shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicableA) the Standard Salary amount described in paragraph 2(b); and
(B) the minimum guaranteed bonus amounts described in paragraphs 2(c) and 2(d); for the period ending on the later of the one-year anniversary of the Executive's Date of Termination Entitlements within or the timeframes contained three-year anniversary of the Effective Date. If the amount payable under the preceding sentence is to end on the one-year anniversary of the Date of Termination, then the determination of the bonuses payable for the calendar quarter in section 9which the one-year anniversary of the Date of Termination occurs shall be subject to a pro-rata reduction to reflect the portion of the quarter following such anniversary.
(bii) During For the Remaining Unexpired Employment Periodperiod ending on the one-year anniversary of the Date of Termination, (A) the Bank Executive shall provide receive the life insurance and disability insurance coverage provided by the Company for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of the Bank. The coverage provided under this section 12(b) may, at the election of the Bank, be secondary immediately prior to the coverage provided as part Date of Termination, and (B) the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b).
(c) The Bank Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value of the salary, bonus, short-term and long-term cash compensation that the Executive received in the calendar year preceding that in which the termination of employment with the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in the Remaining Unexpired Employment Period to compensate reimburse the Executive for the payments Executive's cost of medical continuation coverage (including dental coverage) in accordance with the provisions of section 4980B of the Internal Revenue Code and section 601 of the Employee Retirement Income Security Act (sometimes referred to as "COBRA coverage"); provided, however, that the Executive would have received during the Remaining Unexpired Employment Period. Such lump sum shall be paid required to continue payment for such coverage at the rate in lieu effect for other executives of all other payments the Company who are then actively employed, except that in no event will the required amount of salary, bonus, short-term and long-term cash compensation provided for premiums due from the Executive under this Agreement in respect paragraph (ii) exceed the amount of premiums due from the Executive for such coverage prior to the Date of Termination
(iii) Any unexercised stock options granted to the Executive prior to the Date of Termination (regardless of whether they are exercisable prior to the Date of Termination) shall be exercisable by the Executive for a period expiring on the earlier of the period following any such termination. Such payment second anniversary of the Date of Termination or the expiration date provided under the terms of the stock option agreements.
(iv) Within 15 days after the Executive's Date of Termination, the Executive shall be made (without discounting for early payment) within thirty (30) days following entitled to a payment equal to the Executive’s termination balance credited to the Make-Whole Retirement Plan Benefit as of employment. The payments and benefits described in sections 12(b) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefitsDate of Termination.
Appears in 1 contract
Discharge Without Cause. The Bank and the Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) During In addition to the Remaining Unexpired Standard Termination Entitlements:
(i) Through the last day of the Employment Period, the Bank and the Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of them immediately prior to the BankExecutive's termination. The coverage provided under this section 12(b13(b)(i) may, at the election of the BankBank and the Company, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b13(b)(i).
(cii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the value sum of the salary, bonus, short-term and long-term cash compensation remaining salary payments that the Executive received in would have earned if he had continued working for the calendar year preceding that in which Company and the Bank through the last day of the Employment Period at the highest annual rate of salary achieved during the Employment Period, without discount for early payment. Such shall be made within five (5) business days after the Executive's termination of employment with and shall be in lieu of any claim to a continuation of base salary which the Executive might otherwise have and in lieu of cash severance benefits under any severance benefits program which may be in effect for officers or employees of the Bank occurs divided by twelve or the Company.
(12iii) The Bank and then the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the product of (A) the lump sum payable under section 13(b)(ii), multiplied by (B) the number aggregate rate (expressed as a percentage of months remaining in compensation) at which employer contributions were made to the Remaining Unexpired Employment Period to compensate Profit Incentive Bonus Plan and deemed credited under the Supplemental Savings Plan for the Executive for the payments the Executive would have received during the Remaining Unexpired Employment Periodmost recently completed fiscal year of such plans. Such lump sum shall be paid made within five (5) business days after the Executive's termination of employment and shall be in lieu of all other payments any claim to a continuation of salary, bonus, short-term and long-term cash compensation provided for under this Agreement participation in respect such plans beyond the date of the period following any such termination. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive’s termination of employment. The payments and benefits described in sections 12(b) and 12(csection 13(b) are referred to in this Agreement as the “"Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits".
Appears in 1 contract
Discharge Without Cause. The Bank and the Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Remaining Unexpired Employment Period, the Bank and the Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of them immediately prior to the BankExecutive's termination. The coverage provided under this section 12(b12(b)(i) may, at the election of the BankBank and the Company, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b12(b)(i).
(cii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that the Executive received in would have earned if he had continued working for the calendar year preceding that in which the termination of employment with Company and the Bank occurs divided by twelve (12) and then multiplied by the number of months remaining in during the Remaining Unexpired Employment Period to compensate at the Executive for the payments the Executive would have received highest annual rate of salary achieved during the Remaining Unexpired Employment Periodperiod of three (3) years ending immediately prior to the date of termination (the "Salary Severance Payment"). Such lump sum The Salary Severance Payment shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation provided for under this Agreement in respect of computed using the period following any such termination. Such payment shall be made formula: SSP=[sigma] (without discounting for early paymentn) within thirty [ (30BS/PR) days following the Executive’s termination of employment. The payments and benefits described in sections 12(b] (1) and 12(c) are referred to in this Agreement as the “Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits.-------------------------------- [1 + (I / PR)](n)
Appears in 1 contract
Discharge Without Cause. The Bank and the Company may discharge the Executive at any time during the Employment Period and, unless such discharge constitutes a discharge with Cause:
(a) The Bank and the Company shall pay and deliver to the Executive (or in the event of his death before payment, to his estate and surviving dependents and beneficiaries, as applicable) the Standard Termination Entitlements within the timeframes contained in section 9Entitlements.
(b) In addition to the Standard Termination Entitlements:
(i) During the Remaining Unexpired Employment Period, the Bank and the Company shall provide for the Executive and his dependents continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits on substantially the same terms and conditions (including any required premium-sharing arrangements, co-payments and deductibles) in effect for similarly situated employees of them immediately prior to the BankExecutive's termination. The coverage provided under this section 12(b12(b)(i) may, at the election of the BankBank and the Company, be secondary to the coverage provided as part of the Standard Termination Entitlements and to any employer-employer- paid coverage provided by a subsequent employer or through Medicare, with the result that benefits under the other coverages will offset the coverage required by this section 12(b12(b)(i).
(cii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the estimated present value of the salary, bonus, short-term and long-term cash compensation salary that Executive would have earned if he had continued working for the Executive received in Bank during the calendar year preceding Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that in portion of the Employment Period which the is prior to Executive's termination of employment with the Bank occurs divided by twelve Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (12) and then multiplied by "Code"), compounded using the number of months remaining in compounding period corresponding to the Remaining Unexpired Employment Period to compensate the Executive Bank's regular payroll periods for the payments the Executive would have received during the Remaining Unexpired Employment Periodits officers. Such lump sum shall be paid in lieu of all other payments of salary, bonus, short-term and long-term cash compensation salary provided for under this Agreement in respect of the period following any such termination.
(iii) The Bank and the Company shall make a lump sum payment to the Executive (or, in the event of his death before payment, to his estate), in an amount equal to the payments that would have been made to Executive under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, such payments to be equal to the product of:
(A) the maximum percentage rate at which an award was ever available to Executive under such incentive compensation plan; multiplied by
(B) the salary that would have been paid to Executive during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Executive's termination of employment with the Bank. Such payment shall be made (without discounting for early payment) within thirty (30) days following the Executive’s 's termination of employment. The payments and benefits described in sections section 12(b) and 12(c) are referred to in this Agreement as the “"Additional Termination Entitlements”. The Executive, the Company and the Bank agree that the termination benefits described in this section 12 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable benefits".
Appears in 1 contract
