Common use of Event of Termination After Change of Control Clause in Contracts

Event of Termination After Change of Control. If, after a "Change of Control" (as hereinafter defined) of Frontier or the Bank, any of the parties hereto (including Executive), or their successors or assigns, shall terminate the employment of the Executive during the period of employment under this Agreement for any reason other than "cause," as defined in paragraph 9(a), retirement at or after the normal retirement age under any tax-qualified retirement plan(s) maintained by Frontier, termination pursuant to paragraph 7, or nonrenewal, or otherwise change the present capacity or circumstances in which the Executive is employed as set forth in paragraphs 1 or 2 of this Agreement or cause a reduction in the Executive's responsibilities or authority or compensation or other benefits provided under this Agreement without the Executive's written consent, then the Executive, or his beneficiaries, dependents and estate, as the case may be, shall be entitled to the following: i. The Executive shall receive, in addition to any amount payable under Section 9(b), a sum equal to the total amount of the present value of 2.99 times the average annual compensation payable under this Agreement and includible by the Executive in gross income for the most recent five taxable years ending before the date on which the ownership or control of Frontier or the Bank changed. Such amount shall be payable to the Executive over the three (3) years following the occurrence of an Event of Termination under this paragraph 9(c) in the same manner that his salary was previously paid. ii. During the period in which Executive is being paid under paragraph 9(c), the Executive, his dependents, beneficiaries and estate shall continue to be covered under all employee benefit plans of the Bank or Frontier, including, without limitation, any Frontier tax-qualified retirement plans, as if the Executive was still employed during such period under this Agreement. iii. If and to the extent that benefits or service credit for benefits provided by paragraph 9(c)(ii) shall not be payable or provided under any such plans to the Executive, his dependents, beneficiaries and estate, by reason of his no longer being an employee of Frontier or the Bank, as a result of termination of employment, Frontier shall itself pay or provide for payment of such benefits and service credit for benefits to the Executive, his dependents, beneficiaries and estate. Any such payment relating to retirement shall commence on a date selected by the Executive which must be a date on which payments under any Frontier tax-qualified retirement plan(s) may commence. iv. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor shall any amounts received from other employment or otherwise by the Executive offset in any manner the obligations of Frontier hereunder.

Event of Termination After Change of Control. If, after a -------------------------------------------- "Change of Control" (as hereinafter defined) of Frontier or the Bank, any of the parties hereto (including Executive), or their successors or assigns, shall terminate the employment of the Executive during the period of employment under this Agreement for any reason other than "cause," as defined in paragraph 9(a), retirement at or after the normal retirement age under any tax-qualified retirement plan(s) maintained by Frontier, termination pursuant to paragraph 7, or nonrenewal, or otherwise change the present capacity or circumstances in which the Executive is employed as set forth in paragraphs 1 or 2 of this Agreement or cause a reduction in the Executive's responsibilities or authority or compensation or other benefits provided under this Agreement without the Executive's written consent, then the Executive, or his beneficiaries, dependents and estate, as the case may be, shall be entitled to the following: i. (i) The Executive shall receive, in addition to any amount payable under Section 9(b), a sum equal to the total amount of the present value of 2.99 times the average annual compensation payable under this Agreement and includible by the Executive in gross income for the most recent five taxable years ending before the date on which the ownership or control of Frontier or the Bank changed. Such amount shall be payable to the Executive over the three (3) years following the occurrence of an Event of Termination under this paragraph 9(c) in the same manner that his salary was previously paid. (ii. ) During the period in which Executive is being paid under paragraph 9(c), the Executive, his dependents, beneficiaries and estate shall continue to be covered under all employee benefit plans of the Bank or Frontier, including, without limitation, any Frontier tax-qualified retirement plans, as if the Executive was still employed during such period under this Agreement. (iii. ) If and to the extent that benefits or service credit for benefits provided by paragraph 9(c)(ii) shall not be payable or provided under any such plans to the Executive, his dependents, beneficiaries and estate, by reason of his no longer being an employee of Frontier or the Bank, as a result of termination of employment, Frontier shall itself pay or provide for payment of such benefits and service credit for benefits to the Executive, his dependents, beneficiaries and estate. Any such payment relating to retirement shall commence on a date selected by the Executive which must be a date on which payments under any Frontier tax-qualified retirement plan(s) may commence. (iv. ) The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor shall any amounts received from other employment or otherwise by the Executive offset in any manner the obligations of Frontier hereunder.

Event of Termination After Change of Control. If, after a -------------------------------------------- "Change of Control" (as hereinafter defined) of Frontier or the Bank, any of the parties hereto (including Executive), or their successors or assigns, shall terminate the employment of the Executive during the period of employment under this Agreement for any reason other than "cause," as defined in paragraph 9(a), retirement at or after the normal retirement age under any tax-qualified retirement plan(s) maintained by Frontier, termination pursuant to paragraph 7, or nonrenewal, or otherwise change the present capacity or circumstances in which the Executive is employed as set forth in paragraphs 1 or 2 of this Agreement or cause a reduction in the Executive's responsibilities or authority or compensation or other benefits provided under this Agreement without the Executive's written consent, then the Executive, or his beneficiaries, dependents and estate, as the case may be, shall be entitled to the following: i. : The Executive shall receive, in addition to any amount payable under Section 9(b), a sum equal to the total amount of the present value of 2.99 times the average annual compensation payable under this Agreement and includible by the Executive in gross income for the most recent five taxable years ending before the date on which the ownership or control of Frontier or the Bank changed. Such amount shall be payable to the Executive over the three (3) years following the occurrence of an Event of Termination under this paragraph 9(c) in the same manner that his salary was previously paid. ii. During the period in which Executive is being paid under paragraph 9(c), the Executive, his dependents, beneficiaries and estate shall continue to be covered under all employee benefit plans of the Bank or Frontier, including, without limitation, any Frontier tax-qualified retirement plans, as if the Executive was still employed during such period under this Agreement. iii. If and to the extent that benefits or service credit for benefits provided by paragraph 9(c)(ii) shall not be payable or provided under any such plans to the Executive, his dependents, beneficiaries and estate, by reason of his no longer being an employee of Frontier or the Bank, as a result of termination of employment, Frontier shall itself pay or provide for payment of such benefits and service credit for benefits to the Executive, his dependents, beneficiaries and estate. Any such payment relating to retirement shall commence on a date selected by the Executive which must be a date on which payments under any Frontier tax-qualified retirement plan(s) may commence. iv. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor shall any amounts received from other employment or otherwise by the Executive offset in any manner the obligations of Frontier hereunder.

Event of Termination After Change of Control. If, after a "Change of -------------------------------------------- Control" (as hereinafter defined) of Frontier or the Bank, any of the parties hereto (including Executive), or their successors or assigns, shall terminate the employment of the Executive during the period of employment under this Agreement for any reason other than "cause," as defined in paragraph 9(a), retirement at or after the normal retirement age under any tax-qualified retirement plan(s) maintained by Frontier, termination pursuant to paragraph 7, or nonrenewal, or otherwise change the present capacity or circumstances in which the Executive is employed as set forth in paragraphs 1 or 2 of this Agreement or cause a reduction in the Executive's responsibilities or authority or compensation or other benefits provided under this Agreement without the Executive's written consent, then the Executive, or his beneficiaries, dependents and estate, as the case may be, shall be entitled to the following: i. The Executive shall receive, in addition to any amount payable under Section 9(b), a sum equal to the total amount of the present value of 2.99 times the average annual compensation payable under this Agreement and includible by the Executive in gross income for the most recent five taxable years ending before the date on which the ownership or control of Frontier or the Bank changed. Such amount shall be payable to the Executive over the three (3) years following the occurrence of an Event of Termination under this paragraph 9(c) in the same manner that his salary was previously paid. ii. During the period in which Executive is being paid under paragraph 9(c), the Executive, his dependents, beneficiaries and estate shall continue to be covered under all employee benefit plans of the Bank or Frontier, including, without limitation, any Frontier tax-qualified retirement plans, as if the Executive was still employed during such period under this Agreement. iii. If and to the extent that benefits or service credit for benefits provided by paragraph 9(c)(ii) shall not be payable or provided under any such plans to the Executive, his dependents, beneficiaries and estate, by reason of his no longer being an employee of Frontier or the Bank, as a result of termination of employment, Frontier shall itself pay or provide for payment of such benefits and service credit for benefits to the Executive, his dependents, beneficiaries and estate. Any such payment relating to retirement shall commence on a date selected by the Executive which must be a date on which payments under any Frontier tax-qualified retirement plan(s) may commence. iv. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise nor shall any amounts received from other employment or otherwise by the Executive offset in any manner the obligations of Frontier hereunder.