Common use of Employer’s Obligations Clause in Contracts

Employer’s Obligations. In the event the Employer terminates Executive’s employment without Cause under Section 7(d) above or the Executive terminates his employment for Good Reason under Section 7(e) above, the Employer shall do the following: (a) Continue Executive’s then Base Salary, minus appropriate withholdings, which shall include, without limitation, FICA and federal, state and local taxes (“Base Salary Payment”), for a period of twenty-four (24) months following such termination, with such payments made on the same day or days of the month that such payments were made prior to termination of employment in the ordinary course. Thereafter, the Employer shall not be responsible to the Executive for any additional Base Salary Payment. Employer’s obligation to pay the Base Salary Payments shall be conditioned upon: (i) Executive executing a Separation and Release Agreement in the form approved by the Board; and (ii) Executive compliance with all the obligations set forth in Section 11 of this Agreement. In the event the Executive becomes employed by a third party or by the Employer at any time within the twenty-four months period referenced in this Section 8 of this Agreement and if the salary received by the Executive from the third party or from the Employer is equal to or greater than Executive’s then Base Salary Payment, the Base Salary Payments shall terminate. If, however, the salary received by the Executive from the third party or from the Employer is less than the then Base Salary Payment, the Employer shall pay to the Executive the difference between the Base Salary Payment and the salary received from the third party or from the Employer, less appropriate withholdings, which shall include, without limitation FICA and federal, state and local taxes. During the period of time Employer pays any remaining portion of Executive’s Base Salary Payment, the Employer reserves, upon reasonable notice to the Executive and for reasonable periods of time, the right to call upon the Executive for consultation and advice regarding the Employer’s business. It is further understood between the parties that, unless Executive is employed by the Employer, any Base Salary Payment or portion of Base Salary Payment that Executive may receive during this period of time shall not be counted toward any accrual of any pension, deferred compensation and/or annuity plans that Executive is or may be entitled to. (b) So long as the Executive is being paid all or a remaining portion of the Base Salary Payment, the Employer, if appropriate under applicable law, shall continue to provide the Executive with the equivalent of all of the remaining employment benefits the Executive was entitled to receive prior to the time of Executive’s termination as permitted by applicable law and provisions of any benefit Plan, including, but not limited to, non-taxable health and non-taxable dental insurance, and benefits of any other fringe benefit plans in effect at the time of Executive’s Termination. If such payments are prohibited under applicable law, including the benefits that would have accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment), the Employer shall continue to pay such amounts to the Executive at the same time and for the same term that the Base Salary Payments are made. In addition, during the term the Executive is receiving Base Salary Payments, he shall continue to vest in any stock option or restricted stock award previously granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

Employer’s Obligations. In the event the Employer terminates Executive’s employment without Cause under Section 7(d) above or the Executive terminates his employment for Good Reason under Section 7(e) above, the Employer shall do the following: (a) Continue Executive’s then Base Salary, minus appropriate withholdings, which shall include, without limitation, FICA and federal, state and local taxes (“Base Salary Payment”), for a period of twentythirty-four six (2436) months following such termination, with such payments made on the same day or days of the month that such payments were made prior to termination of employment in the ordinary course. Thereafter, the Employer shall not be responsible to the Executive for any additional Base Salary Payment. Employer’s obligation to pay the Base Salary Payments shall be conditioned upon: (i) Executive executing a Separation and Release Agreement in the form approved by the Board; and (ii) Executive compliance with all the obligations set forth in Section 11 of this Agreement. In the event the Executive becomes employed by a third party or by the Employer at any time within the twentythirty-four months six (36) month period referenced in this Section 8 of this Agreement and if the salary received by the Executive from the third party or from the Employer is equal to or greater than Executive’s then Base Salary Payment, the Base Salary Payments shall terminate. If, however, the salary received by the Executive from the third party or from the Employer is less than the then Base Salary Payment, the Employer shall pay to the Executive the difference between the Base Salary Payment and the salary received from the third party or from the Employer, less appropriate withholdings, which shall include, without limitation FICA and federal, state and local taxes. During the period of time Employer pays any remaining portion of Executive’s Base Salary Payment, the Employer reserves, upon reasonable notice to the Executive and for reasonable periods of time, the right to call upon the Executive for consultation and advice regarding the Employer’s business. It is further understood between the parties that, unless Executive is employed by the Employer, any Base Salary Payment or portion of Base Salary Payment that Executive may receive during this period of time shall not be counted toward any accrual of any pension, deferred compensation and/or annuity plans that Executive is or may be entitled to. (b) So long as the Executive is being paid all or a remaining portion of the Base Salary Payment, the Employer, if appropriate under applicable law, shall continue to provide the Executive with the equivalent of all of the remaining employment benefits the Executive was entitled to receive prior to the time of Executive’s termination as permitted by applicable law and provisions of any benefit Plan, including, but not limited to, non-taxable health and non-taxable dental insurance, and benefits of any other fringe benefit plans in effect at the time of Executive’s Termination. If such payments are prohibited under applicable law, including the benefits that would have accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment), the Employer shall continue to pay such amounts to the Executive at the same time and for the same term that the Base Salary Payments are made. In addition, during the term the Executive is receiving Base Salary Payments, he shall continue to vest in any stock option or restricted stock award previously granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

Employer’s Obligations. In the event the Employer terminates Executive’s employment without Cause under Section 7(d) above or the Executive terminates his employment for Good Reason under Section 7(e) above, the Employer shall do the following: (a) Continue Executive’s then Base Salary, minus appropriate withholdings, which shall include, without limitation, FICA and federal, state and local taxes (“'Base Salary Payment”), for a period of twentythirty-four six (2436) months following such termination, with such payments made on the same day or days of the month that such payments were made prior to termination of employment in the ordinary course. Thereafter, the Employer shall not be responsible to the Executive for any additional Base Salary Payment. Employer’s obligation to pay the Base Salary Payments shall be conditioned upon: (i) Executive executing a Separation and Release Agreement in the form approved by the Board; and (ii) Executive compliance with all the obligations set forth in Section 11 of this Agreement. In the event the Executive becomes employed by a third party or by the Employer at any time within the twentythirty-four months six (36) month period referenced in this Section 8 of this Agreement and if the salary received by the Executive from the third party or from the Employer is equal to or greater than Executive’s then Base Salary Payment, the Base Salary Payments shall terminate. If, however, the salary received by the Executive from the third party or from the Employer is less than the then Base Salary Payment, the Employer shall pay to the Executive the difference between the Base Salary Payment and the salary received from the third party or from the Employer, less appropriate withholdings, which shall include, without limitation FICA and federal, state and local taxes. During the period of time Employer pays any remaining portion of Executive’s Base Salary Payment, the Employer reserves, upon reasonable notice to the Executive and for reasonable periods of time, the right to call upon the Executive for consultation and advice regarding the Employer’s business. It is further understood between the parties that, unless Executive is employed by the Employer, any Base Salary Payment or portion of Base Salary Payment that Executive may receive during this period of time shall not be counted toward any accrual of any pension, deferred compensation and/or annuity plans that Executive is or may be entitled to. (b) So long as the Executive is being paid all or a remaining portion of the Base Salary Payment, the Employer, if appropriate under applicable law, shall continue to provide the Executive (i) with the equivalent of all of the remaining employment benefits the Executive was entitled to receive prior to the time of Executive’s termination as permitted by applicable law and provisions of any benefit Plan, including, but not limited to, non-taxable health and non-taxable dental insurance, and benefits of any other fringe benefit plans in effect at the time of Executive’s Termination, and (ii) to the extent permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) and to the extent such coverage will not result in an excise tax or additional tax to the Company, Bank or Executive (other than ordinary income tax) (collectively, the “Insurance Restrictions”), the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination or for a shorter period as will not result in a violation of the Insurance Restrictions (other than ordinary income tax). If such payments are prohibited under applicable law, including the benefits that would have accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment), the Employer shall (iii) continue to pay such amounts to the Executive at the same time and for the same term that the Base Salary Payments are made, and (iv) if continued life insurance and non-taxable medical and dental coverage is not permitted due to the Insurance Restrictions, the Executive shall receive a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s termination of employment, to the extent such reimbursement does not violate the Insurance Restrictions (other than ordinary income tax). In addition, during the term the Executive is receiving Base Salary Payments, he shall continue to vest in any stock option or restricted stock award previously granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.

Employer’s Obligations. In the event the Employer terminates Executive’s employment without Cause under Section 7(d) above or the Executive terminates his employment for Good Reason under Section 7(e) above, the Employer shall do the following: (a) Continue Executive’s then Base Salary, minus appropriate withholdings, which shall include, without limitation, FICA and federal, state and local taxes (“Base Salary Payment”), for a period of twenty-four (24) months following such termination, with such payments made on the same day or days of the month that such payments were made prior to termination of employment in the ordinary course. Thereafter, the Employer shall not be responsible to the Executive for any additional Base Salary Payment. Employer’s obligation to pay the Base Salary Payments shall be conditioned upon: (i) Executive executing a Separation and Release Agreement in the form approved by the Board; and (ii) Executive compliance with all the obligations set forth in Section 11 of this Agreement. In the event the Executive becomes employed by a third party or by the Employer at any time within the twenty-four months period referenced in this Section 8 of this Agreement and if the salary received by the Executive from the third party or from the Employer is equal to or greater than Executive’s then Base Salary Payment, the Base Salary Payments shall terminate. If, however, the salary received by the Executive from the third party or from the Employer is less than the then Base Salary Payment, the Employer shall pay to the Executive the difference between the Base Salary Payment and the salary received from the third party or from the Employer, less appropriate withholdings, which shall include, without limitation FICA and federal, state and local taxes. During the period of time Employer pays any remaining portion of Executive’s Base Salary Payment, the Employer reserves, upon reasonable notice to the Executive and for reasonable periods of time, the right to call upon the Executive for consultation and advice regarding the Employer’s business. It is further understood between the parties that, unless Executive is employed by the Employer, any Base Salary Payment or portion of Base Salary Payment that Executive may receive during this period of time shall not be counted toward any accrual of any pension, deferred compensation and/or annuity plans that Executive is or may be entitled to. (b) So long as the Executive is being paid all or a remaining portion of the Base Salary Payment, the Employer, if appropriate under applicable law, shall continue to provide the Executive (i) with the equivalent of all of the remaining employment benefits the Executive was entitled to receive prior to the time of Executive’s termination as permitted by applicable law and provisions of any benefit Plan, including, but not limited to, non-taxable health and non-taxable dental insurance, and benefits of any other fringe benefit plans in effect at the time of Executive’s Termination, and (ii) to the extent permitted by applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees) and to the extent such coverage will not result in an excise tax or additional tax to the Company, Bank or Executive (other than ordinary income tax) (collectively, the “Insurance Restrictions”), the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination or for a shorter period as will not result in a violation of the Insurance Restrictions (other than ordinary income tax). If such payments are prohibited under applicable law, including the benefits that would have accrued on the Executive’s behalf under the employee stock ownership plan and 401(k) Plan (with the amount of benefits determined by reference to the benefits accrued on his behalf under such retirement programs during the twelve months preceding his termination of employment), the Employer shall (iii) continue to pay such amounts to the Executive at the same time and for the same term that the Base Salary Payments are made, and (iv) if continued life insurance and non-taxable medical and dental coverage is not permitted due to the Insurance Restrictions, the Executive shall receive a lump sum payment equal to the monthly premiums payable by the Executive to obtain similar benefits, with such payment made within ten (10) days of the Executive’s termination of employment, to the extent such reimbursement does not violate the Insurance Restrictions (other than ordinary income tax). In addition, during the term the Executive is receiving Base Salary Payments, he shall continue to vest in any stock option or restricted stock award previously granted to the Executive notwithstanding the terms of any stock option or restricted stock award agreement or equity incentive plan.