Common use of Employment Agreement Amount Clause in Contracts

Employment Agreement Amount. On the Closing Date, provided the Executive has remained employed with the Seller and Seller Bank to and including the Closing Date, Seller shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash amount equal to the total of $406,394, in full satisfaction of the payment obligations of Seller and Seller Bank under the Employment Agreement, less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”) with such amount to be further reduced pursuant to Section 1.2 hereof as may be needed. For the avoidance of doubt, the payment of the Employment Agreement Amount under this Agreement shall not release Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller Bank, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger Agreement; or (e) rights to indemnification under applicable corporate law, the organizational documents of Seller or Seller Bank, as an insured under any director’s and officer’s liability insurance policy new or previously in force, or pursuant to Section 5.12 of the Merger Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.

Employment Agreement Amount. On the eighth day following the Closing Date, provided the Executive has not revoked the releases contained and referenced in Section 2 hereof and that the Executive remained employed with the Seller and Seller Bank to and an including the Closing Date, Seller Buyer shall, or shall cause an affiliate to, pay to the Executive in a lump-sum cash an amount equal to the total of $406,394[ ], in full satisfaction of the payment obligations of Seller and Seller Bank under Section 4(a)(i) and (ii) of the Employment Agreement, less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”), and subject to the limitations set forth in Section 4(b) of the Employment Agreement. Notwithstanding the foregoing, if the eighth day following the Closing Date is not a business day, such payment shall be due on the next following business day. In addition, Seller Bank shall transfer to the Executive the legal title to the automobile owned by Seller Bank and used by the Executive immediately prior to the Closing Date at no cost to the Executive (but subject to applicable withholding taxes) with such amount transfer to be effective as of the Closing Date. The parties hereby agree that the Employment Agreement Amount as determined in the manner provided under this Section 1.1 is final and binding on all parties and shall not be subject to further reduced pursuant adjustment, and that notwithstanding anything above to the contrary, the Employment Agreement Amount shall not be paid until the waiting period described in Section 1.2 hereof as may be neededbelow has passed if such waiting period is required by applicable law. For the avoidance In consideration of doubt, the payment of the Employment Agreement Amount under and the other provisions of this Agreement shall not release Agreement, the Executive, Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the and Seller Bank hereby agree that effective immediately following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller BankMerger, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller to the Executive and outstanding immediately prior to agrees that the Effective Time; (d) the full payment of the Merger Consideration Employment Agreement Amount, together with respect to the Executive’s common stock of Seller as contemplated satisfaction by Section 2.01 Buyer of the Merger other obligations set forth in this Agreement; or (e) , shall be in complete satisfaction of all rights to indemnification payments or benefits due to Executive under applicable corporate law, the organizational documents of Seller Employment Agreement or Seller Bank, as an insured under any director’s and officer’s liability insurance policy new or previously in force, or pursuant to Section 5.12 of the Merger Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Dateother severance program.

Employment Agreement Amount. On the eighth day following the Closing Date, provided the Executive has remained employed with not revoked the Seller releases contained and Seller Bank to and including the Closing Datereferenced in Section 4 hereof, Seller Buyer shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash an amount equal to the total of of: (a) $406,394965,328.00, in full satisfaction of the payment obligations of Seller and Seller Bank under Section 5(b)(i) of the Employment Agreement; (b) a pro rata portion of Executive’s target cash bonus for the year 2011 based on the portion of the calendar year 2011 during which Executive was employed by Seller or Seller Bank, in full satisfaction of the obligations of Seller and Seller Bank with respect to such target bonus under the first sentence of Section 5(b) of the Employment Agreement; and (c) a Gross-Up Payment as contemplated by Section 6(b) of the Employment Agreement; all less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”). The parties hereby agree that the Employment Agreement Amount as determined in the manner provided under this Section 1.1 is final and binding on all parties and shall not be subject to further adjustment, except with respect to any adjustment to the Gross-Up Payment required as contemplated by Section 6(b) with such amount to of the Employment Agreement, and that the Employment Agreement Amount shall not be further reduced pursuant to paid until the waiting period described in Section 1.2 hereof as may be needed1.4 below has passed. For the avoidance In consideration of doubt, the payment of the Employment Agreement Amount under and the other provisions of this Agreement shall Agreement, including but not release limited to the obligations of Buyer pursuant to Section 1.3 and Section 2 below, Executive, Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the and Seller Bank hereby agree that effective immediately following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller BankMerger, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller to the Executive and outstanding immediately prior to agrees that the Effective Time; (d) the full payment of the Merger Consideration Employment Agreement Amount, together with satisfaction by Buyer of the other obligations set forth in this Agreement, shall be in complete satisfaction of all rights to payments or benefits due to Executive under the Employment Agreement or any other severance program, except with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 5(b)(iii) and Section 6(b) of the Merger Employment Agreement; or (e) rights to indemnification under applicable corporate law, the organizational documents of Seller or Seller Bank, as an insured under any director’s and officer’s liability insurance policy new or previously set forth in force, or pursuant to Section 5.12 of the Merger this Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.

Employment Agreement Amount. On the eighth day following the Closing Date, provided the Executive has remained employed with not revoked the Seller releases contained and Seller Bank to and including the Closing Datereferenced in Section 4 hereof, Seller Buyer shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash an amount equal to the total of of: (a) $406,3942,538,777.00, in full satisfaction of the payment obligations of Seller and Seller Bank under Section 5(b)(i) of the Employment Agreement; (b) a pro rata portion of Executive’s target cash bonus for the year 2011 based on the portion of the calendar year 2011 during which Executive was employed by Seller or Seller Bank, in full satisfaction of the obligations of Seller and Seller Bank with respect to such target bonus under the first sentence of Section 5(b) of the Employment Agreement; and (c) a Gross-Up Payment as contemplated by Section 6(b) of the Employment Agreement; all less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”). The parties hereby agree that the Employment Agreement Amount as determined in the manner provided under this Section 1.1 is final and binding on all parties and shall not be subject to further adjustment, except with respect to any adjustment to the Gross-Up Payment required as contemplated by Section 6(b) with such amount to of the Employment Agreement, and that the Employment Agreement Amount shall not be further reduced pursuant to paid until the waiting period described in Section 1.2 hereof as may be needed1.4 below has passed. For the avoidance In consideration of doubt, the payment of the Employment Agreement Amount under and the other provisions of this Agreement shall Agreement, including but not release limited to the obligations of Buyer pursuant to Section 1.3 and Section 2 below, Executive, Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the and Seller Bank hereby agree that effective immediately following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller BankMerger, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller to the Executive and outstanding immediately prior to agrees that the Effective Time; (d) the full payment of the Merger Consideration Employment Agreement Amount, together with satisfaction by Buyer of the other obligations set forth in this Agreement, shall be in complete satisfaction of all rights to payments or benefits due to Executive under the Employment Agreement or any other severance program, except with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 5(b)(iii) and Section 6(b) of the Merger Employment Agreement; or (e) rights to indemnification under applicable corporate law, the organizational documents of Seller or Seller Bank, as an insured under any director’s and officer’s liability insurance policy new or previously set forth in force, or pursuant to Section 5.12 of the Merger this Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.

Employment Agreement Amount. On the eighth day following the Closing Date, provided the Executive has remained employed with not revoked the Seller releases contained and Seller Bank to and including the Closing Datereferenced in Section 4 hereof, Seller Buyer shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash an amount equal to the total of of: (a) $406,3941,325,250.00, in full satisfaction of the payment obligations of Seller and Seller Bank under Section 5(b)(i) of the Employment Agreement; (b) a pro rata portion of Executive’s target cash bonus for the year 2011 based on the portion of the calendar year 2011 during which Executive was employed by Seller or Seller Bank, in full satisfaction of the obligations of Seller and Seller Bank with respect to such target bonus under the first sentence of Section 5(b) of the Employment Agreement; and (c) a Gross-Up Payment as contemplated by Section 6(b) of the Employment Agreement; all less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”). The parties hereby agree that the Employment Agreement Amount as determined in the manner provided under this Section 1.1 is final and binding on all parties and shall not be subject to further adjustment, except with respect to any adjustment to the Gross-Up Payment required as contemplated by Section 6(b) with such amount to of the Employment Agreement, and that the Employment Agreement Amount shall not be further reduced pursuant to paid until the waiting period described in Section 1.2 hereof as may be needed1.4 below has passed. For the avoidance In consideration of doubt, the payment of the Employment Agreement Amount under and the other provisions of this Agreement shall Agreement, including but not release limited to the obligations of Buyer pursuant to Section 1.3 and Section 2 below, Executive, Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the and Seller Bank hereby agree that effective immediately following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller BankMerger, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller to the Executive and outstanding immediately prior to agrees that the Effective Time; (d) the full payment of the Merger Consideration Employment Agreement Amount, together with satisfaction by Buyer of the other obligations set forth in this Agreement, shall be in complete satisfaction of all rights to payments or benefits due to Executive under the Employment Agreement or any other severance program, except with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 5(b)(iii) and Section 6(b) of the Merger Employment Agreement; or (e) rights to indemnification under applicable corporate law, the organizational documents of Seller or Seller Bank, as an insured under any director’s and officer’s liability insurance policy new or previously set forth in force, or pursuant to Section 5.12 of the Merger this Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.

Employment Agreement Amount. On the eighth day following the Closing Date, provided the Executive has remained employed with not revoked the Seller releases contained and Seller Bank to and including the Closing Datereferenced in Section 4 hereof, Seller Buyer shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash an amount equal to the total of of: (a) $406,3941,281,303.00, in full satisfaction of the payment obligations of Seller and Seller Bank under Section 5(b)(i) of the Employment Agreement; (b) a pro rata portion of Executive’s target cash bonus for the year 2011 based on the portion of the calendar year 2011 during which Executive was employed by Seller or Seller Bank, in full satisfaction of the obligations of Seller and Seller Bank with respect to such target bonus under the first sentence of Section 5(b) of the Employment Agreement; and (c) a Gross-Up Payment as contemplated by Section 6(b) of the Employment Agreement; all less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”). The parties hereby agree that the Employment Agreement Amount as determined in the manner provided under this Section 1.1 is final and binding on all parties and shall not be subject to further adjustment, except with respect to any adjustment to the Gross-Up Payment required as contemplated by Section 6(b) with such amount to of the Employment Agreement, and that the Employment Agreement Amount shall not be further reduced pursuant to paid until the waiting period described in Section 1.2 hereof as may be needed1.4 below has passed. For the avoidance In consideration of doubt, the payment of the Employment Agreement Amount under and the other provisions of this Agreement shall Agreement, including but not release limited to the obligations of Buyer pursuant to Section 1.3 and Section 2 below, Executive, Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the and Seller Bank hereby agree that effective immediately following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller BankMerger, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller to the Executive and outstanding immediately prior to agrees that the Effective Time; (d) the full payment of the Merger Consideration Employment Agreement Amount, together with satisfaction by Buyer of the other obligations set forth in this Agreement, shall be in complete satisfaction of all rights to payments or benefits due to Executive under the Employment Agreement or any other severance program, except with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 5(b)(iii) and Section 6(b) of the Merger Employment Agreement; or (e) rights to indemnification under applicable corporate law, the organizational documents of Seller or Seller Bank, as an insured under any director’s and officer’s liability insurance policy new or previously set forth in force, or pursuant to Section 5.12 of the Merger this Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.

Employment Agreement Amount. On the Closing Date, provided the Executive has remained employed with the Seller and Seller Bank to and including the Closing Date, Seller shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash amount equal to the total of $406,394910,897, in full satisfaction of the payment obligations of Seller and Seller Bank under the Employment Agreement, less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”) with such amount to be further reduced pursuant to Section 1.2 hereof as may be needed). For the avoidance of doubt, the payment of the Employment Agreement Amount under this Agreement shall not release Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller Bank, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger AgreementAgreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); or (e) rights to indemnification under applicable corporate law, law or the organizational documents of Seller or Seller Bank, Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force, or pursuant to Section 5.12 of the Merger Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.

Employment Agreement Amount. On the Closing Date, provided the Executive has remained employed with the Seller and Seller Bank to and including the Closing Date, Seller shall, or shall cause an affiliate to, pay to the Executive a lump-sum cash amount equal to the total of $406,394511,450, in full satisfaction of the payment obligations of Seller and Seller Bank under the Employment Agreement, less applicable tax withholdings (the total of such sum, the “Employment Agreement Amount”) with such amount to be further reduced pursuant to Section 1.2 hereof as may be needed). For the avoidance of doubt, the payment of the Employment Agreement Amount under this Agreement shall not release Buyer, Buyer Bank, Seller, or Seller Bank, as applicable, from any of the following obligations: (a) obligations to pay to the Executive accrued but unpaid wages, and make payments for accrued but unused vacation, earned up to the Effective Time of the Merger to the extent required by applicable law; (b) the payment of any of the Executive’s vested benefits under the tax-qualified and non-qualified plans of Seller or Seller Bank, including any benefits that become vested as a result of the Merger; (c) obligations regarding accelerated vesting of equity awards and phantom stock awards, if any, under any equity awards or phantom stock unit awards granted by Seller or Seller Bank to the Executive and outstanding immediately prior to the Effective Time; (d) the payment of the Merger Consideration with respect to the Executive’s common stock of Seller as contemplated by Section 2.01 of the Merger AgreementAgreement (including, for the avoidance of doubt, payments of Merger Consideration for restricted stock which has had its vesting schedule accelerated); or (e) rights to indemnification under applicable corporate law, law or the organizational documents of Seller or Seller Bank, Bank or as an insured under any director’s and officer’s liability insurance policy new or previously in force, or pursuant to Section 5.12 of the Merger Agreement. For the avoidance of doubt, the parties to this Agreement acknowledge that the Merger constitutes a “change of control” for purposes of Seller Bank 2012 Phantom Stock Unit Award and Long-Term Incentive Plan, and Seller Bank will pay out all cash amounts under such agreements at the Closing Date.