Expiration of Term of Agreement. At the expiration of the term of this Agreement as defined in Paragraph 1 above, if the Agreement has not been previously terminated under Paragraph 6(a), (b), (c) or (d) of this Agreement, all duties and obligations of the parties under this Agreement, except those set out in Paragraphs 4, 5 and 6(f), when applicable, shall cease.
Expiration of Term of Agreement. If the Term expires and it is not extended by the parties, the Executive’s employment will terminate at the end of such term and the Executive will be entitled to Payment of the Accrued Obligations in accordance with the schedule described in Section 4(a).
Expiration of Term of Agreement. In the event Executive’s employment is terminated by the Company at the end of the Term, Executive shall receive:
(i) the Standard Termination Payments;
(ii) an amount equal to the Executive’s annual base salary then in effect payable in equal installments in accordance with the Company’s normal payroll practices over a period of 12 months after such termination, and otherwise in accordance with Section 4(g);
(iii) no later than March 15 following the end of the year in which such termination occurs, in lieu of any Cash Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Cash Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed by the Company in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs;
(iv) if Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the full monthly premiums for such coverage on a monthly basis until the earlier of: (A) a period of twelve (12) months has elapsed; or (B) Executive is eligible for medical coverage under a plan provided by a new employer; and
(v) the Pro-Rata XXXX Payment.
Expiration of Term of Agreement. In the event Executive’s employment is terminated by the Company at the end of the Term, Executive shall receive an amount equal to Executive’s base salary, payable in accordance with the Company’s normal payroll practices over a period of twelve (12) months after such termination in accordance with Section 4(g).
Expiration of Term of Agreement. In the event Executive’s employment is terminated by the Company at the end of the Term, the Company shall pay or provide the following amounts to Executive:
(i) the Standard Termination Payments;
(ii) an amount equal to the Executive’s base salary then in effect, payable in equal installments in accordance with the Company’s normal payroll practices over a period of twelve (12) months after such termination, and otherwise in accordance with Section 4(g);
(iii) no later than March 15 following the end of the year in which such termination occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs; and
(iv) if Executive timely elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the full monthly premiums for such coverage on a monthly basis until the earlier of: (A) a period of twelve (12) months has elapsed; or (B) Executive is eligible for medical coverage under a plan provided by a new employer.
Expiration of Term of Agreement. In the event that the Agreement expires at the end of the Term, Executive shall not be entitled to receive any compensation or benefits under this Agreement except for the Standard Termination Payments; provided, however, that (i) subject to Section 5.6 hereof, any unvested stock options comprising the Sign-On Option Award held by Executive upon the expiration of the Term will become fully vested and exercisable (provided that any stock options comprising the Sign-On Option Award will cease being exercisable upon the earlier of three (3) months after such expiration of the Term and the scheduled expiration date of such stock options), and in all other respects, all such stock options shall be governed by the plans and programs and the agreements and other documents pursuant to which such stock options were granted, and (ii) subject to Section 5.6 hereof and except to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive, 50% of any unvested stock options and 50% of any unvested restricted stock units held by Executive upon the expiration of the Term will become fully vested (and, in the case of any such stock options, exercisable) (provided that any stock options held by Executive will cease being exercisable upon the earlier of three (3) months after such expiration of the Term and the scheduled expiration date of such stock options), and in all other respects, all stock options, restricted stock units and other equity-based awards held by Executive shall be governed by the plans and programs and the agreements and other documents pursuant to which the awards were granted; provided, however, that in the event such expiration of the Term occurs prior to the Compensation Committee’s determination as to the satisfaction of any performance criteria to which any such stock options and/or restricted stock units is subject, such stock options and/or restricted stock units (as the case may be) will not vest (and, in the case of any such stock options, will not become exercisable) unless and until a determination is or has been made by the Compensation Committee that such criteria have been satisfied, at which time such stock options and/or restricted stock units will vest (and, in the case of any such stock options, will become exercisable) to the extent contemplated by the terms of such award (it being understood and agreed, for the avoidance of doubt, that such stock options or restricted stock units will immed...
Expiration of Term of Agreement. In the event Executive’s employment is terminated at the end of the Term, Executive shall not be entitled to receive any compensation or benefits under this Agreement except for the Standard Termination Payments; provided, however, that:
Expiration of Term of Agreement. In the event Executive’s employment is terminated by the Company at the end of the Term, Executive shall receive:
(i) the Standard Termination Payments;
(ii) an amount equal to the Executive’s annual base salary then in effect payable in equal installments in accordance with the Company’s normal payroll practices over a period of 12 months after such termination, and otherwise in accordance with Section 4(h);
(iii) no later than March 15 following the end of the year in which such termination occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurred, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs; and
(iv) if Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the full monthly premiums for such coverage on a monthly basis until the earlier of: (A) a period of twelve (12) months has elapsed; or (B) Executive is eligible for medical coverage under a plan provided by a new employer.
Expiration of Term of Agreement. Section 4(g) of the Agreement shall be deleted in its entirety and replaced with the following. If Executive’s employment with the Company and its affiliates is terminated by the Company at the end of the Term, Executive shall receive the Standard Termination Payments, and, provided Executive has, within 21 days of the date the Agreement expires, delivered to the Company, and not revoked, a release agreement as referred to in Section 4(l) of the Agreement:
i. for a period of eighteen (18) months after such termination, continued payment of Executive’s base salary in accordance with Section 4(h) of the Agreement;
ii. the Severance Bonus Amount, payable over a period of 12 months after such termination in accordance with Section 4(h) of the Agreement;
iii. no later than March 15 following the end of the year in which such termination occurs, in lieu of any Incentive Compensation for the year in which such termination occurs, a payment of an amount equal to (A) the Incentive Compensation which would have been payable to Executive had Executive remained in employment with the Company during the entire year in which such termination occurs, multiplied by (B) a fraction the numerator of which is the number of days Executive was employed in the year in which such termination occurs and the denominator of which is the total number of days in the year in which such termination occurs;
iv. if Executive elects to continue medical coverage under the Company’s group health plan in accordance with COBRA, the monthly premiums for such coverage until the earlier of: (A) a period of eighteen (18) months has elapsed; or (B) Executive is eligible for medical coverage under a plan provided by a new employer; and
v. subject to Section 5.6 and except to the extent otherwise provided at the time of grant under the terms of any equity award made to Executive, any unvested stock options, unvested restricted stock units or other unvested equity-based awards held by Executive immediately prior to such termination will continue to vest in accordance with the original vesting schedule applicable to such equity awards (i.e., without regard to the expiration of the Agreement), and any stock options (A) that were vested as of such termination will cease being exercisable upon the earlier of three (3) months after such termination and the scheduled expiration date of such options and (B) that become vested following such termination in accordance with the original vesting schedule will ce...
Expiration of Term of Agreement. The term of this Agreement shall expire upon a Change in Control. If the term of this Agreement expires upon a Change in Control and the Employee’s employment has not previously terminated, the Bank shall continue to be bound by, and shall cause any successor in interest to be bound by, the terms of this Section 11(a)(1) and Section 12 hereof.
(i) If on or before the Change in Control the Bank or its successor in interest offers to continue the employment of Employee as Vice President/Trust Officer of the Bank at the same compensation and substantially the same benefits he was receiving under this Agreement immediately prior to the Change in Control without placing any material limits on Employee’s duties or authority as Vice President/Trust Officer (including his authority, subject to corporate controls no more restrictive than those in effect on the date hereof, to hire and discharge employees who are not bona fide officers of the Bank), for at least 12 months (whether or not pursuant to a written agreement), and if the Employee accepts such offer and the Bank or its successor in interest continues to employ the Employee on such terms for at least 12 months following the Change in Control, the Employee shall be entitled to no further payments under this Agreement (other than any payments to which he may have become entitled prior to the expiration of the term of the Agreement).
(ii) If on or before the Change in Control, the Bank or its successor in interest does not offer to continue the employment of Employee as Vice President/Trust Officer of the Bank at the same compensation and substantially the same benefits he was receiving under this Agreement immediately prior to the Change in Control without placing any material limits on Employee’s duties or authority as Vice President/Trust Officer (including his authority subject to corporate controls no more restrictive than those in effect on the date hereof, to hire and discharge employees who are not bona fide officers of the Bank), for at least 12 months (whether or not pursuant to a written agreement), the Employee shall be entitled to a lump sum payment equal to the difference between (i) the product of 2.99 times his “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder (“Maximum Amount”), and (ii) the sum of any other parachute payments (as defined under Section 280G(b)(2) of the Code), that the Employee receives on account of the Change in Control. Such p...
