Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive: (1) 100% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends, (2) any incentive compensation earned but not yet paid, (3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein, (4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and (5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed. (ii) During the 12-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates. (iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank. (iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 3 contracts
Samples: Employment Agreement (First Northern Community Bancorp), Employment Agreement (First Northern Community Bancorp), Employment Agreement (First Northern Community Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d12(d) or (e) hereof and such termination is not within two years following a Change of Controlhereof, Executive shall receive:
(1) 100% An amount equivalent to three (3) months of the sum of (i) Executive's annual base salary under Section 5(a6(a) hereof as in effect on plus two (2) weeks for each full year of total banking years of service, whether with Humboldt or any other banking institution, up to the date of the Term of Employment ends and with a maximum payout not to exceed two (ii2) the average of the years annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,base salary;
(2) any Any incentive compensation earned but not yet paid,;
(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and
(5) reimbursement Reimbursement of expenses incurred under described in Section 5(c6(d) hereof incurred but not yet reimbursed.; and
(ii) The payment to which Executive is entitled pursuant to Section 13(c)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of the last day on which he performs services as an employee of Employer, with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.
(iii) During the 1290-month day period commencing upon a termination on the date his Term of employment Employment ends under Section 7(d12(d) or (e) hereof, Executive (and, where applicable, Executive's his dependents) shall be entitled to continue participation in the group insurance plans maintained by the BankEmployer, including life, disability and health insurance programs, as if Executive he were still an employee of the BankEmployer. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's his annual base salary as in effect on the date the Term of Employment endsimmediately prior to his termination. To the extent that the Bank Employer finds it not feasible to obtain coverage for Executive under its group insurance policies during such 1290-month day period, the Bank Employer shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank Employer under this Section 6(f13(c)(iii) shall terminate immediatelyimmediately upon Executive's eligibility for coverage. Any group health continuation coverage that the Bank Employer is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii13(c)(iii) terminates.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c13(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 2 contracts
Samples: Employment Agreement (Humboldt Bancorp), Employment Agreement (Humboldt Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's ’s employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:
(1) 100% of the sum of (i) Executive's ’s annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends ends; and (ii) the average of the annual bonuses awarded to the Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,. The payment shall be made by the Bank in a single installment within forty-five (45) days of termination with no percent value or other discount.
(2) any incentive compensation earned but not yet paid,
(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar AgreementSupplemental Employee Retirement Plan, and
(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.
(ii) During the 12-month period commencing upon a termination Upon Termination of employment Employment under Section 7(d) or (e) hereof), Executive (and, where applicable, Executive's ’s dependents) shall be entitled to continue participation continuation coverage (as provided in the plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 and California's Cal-COBRA provisions) under the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee for up to thirty-six (36) months, subject to the terms, conditions and limitations set forth in such plans. During the first eighteen (18) months of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month periodcontinuation coverage, the Bank shall provide Executive with individual policies which offer at least pay the same level portion of coverage and which impose not more than the same costs on group insurance premiums for the Executive’s continued coverage as is paid for other executives who are current employees. The foregoing notwithstanding, in If the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the Bank shall no longer be responsible for the cost of continuation coverage. Beginning with the nineteenth (19th) month of continuation coverage, coverage provided by may be continued at the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminatesExecutive's own expense.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's ’s employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 2 contracts
Samples: Employment Agreement (First Northern Community Bancorp), Employment Agreement (First Northern Community Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's ’s employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:
(1) 100% of the sum of (i) Executive's ’s annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends ends; and (ii) the average of the annual bonuses awarded to the Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,. The payment shall be made by the Bank in a single installment within forty-five (45) days of termination with no percent value or other discount.
(2) any incentive compensation earned but not yet paid,
(3) whatever rights may be specified in Stock Option Award Agreements with the Executive executed pursuant to the First Northern Community 2016 Bancorp Stock Option Plan. It Incentive Plan (or any successor thereto), it being understood that the definition of Change of Control set forth in such Stock Option Award Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation the Supplemental Executive Retirement Plan Participation Agreement with the Executive executed pursuant to the First Northern Bank Supplemental Executive Retirement Plan,
(5) whatever rights may be specified in Executive Retirement/Retention Participation Agreement with the Executive executed pursuant to the Executive Deferral Plan of Xxxxx Salary Continuation Agreement/Split Dollar AgreementFirst Northern Bank, and
(56) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.
(ii) During the 12-month period commencing upon a termination Upon Termination of employment Employment under Section 7(d) or (e) hereof), Executive (and, where applicable, Executive's ’s dependents) shall be entitled to continue participation continuation coverage (as provided in the plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 and California's Cal-COBRA provisions) under the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee for up to thirty-six (36) months, subject to the terms, conditions and limitations set forth in such plans. During the first eighteen (18) months of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month periodcontinuation coverage, the Bank shall provide Executive with individual policies which offer at least pay the same level portion of coverage and which impose not more than the same costs on group insurance premiums for the Executive’s continued coverage as is paid for other executives who are current employees; provided, however, that if the Bank determines that it cannot pay such amounts without violating applicable law, then the Bank shall make equivalent payments to Executive directly for the time period specified above. The foregoing notwithstanding, in If the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the Bank shall no longer be responsible for the cost of continuation coverage. Beginning with the nineteenth (19th) month of continuation coverage, coverage provided by may be continued at the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminatesExecutive's own expense.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's ’s employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract
Samples: Employment Agreement (First Northern Community Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d13(d) or (e) hereof and such termination is not within two (2) years following a Change of Control, Executive shall receive:
(1) 100% of the sum The greater of (iA) the amount of Executive's annual base salary under Section 5(a7(a) hereof as in effect on the date of termination which would be due him pursuant to this Agreement from the date of termination to the end of the Term of Employment, plus an amount equal to Executive's bonus for the year immediately preceding any such termination multiplied by the number of months remaining to the end of the Term of Employment ends and divided by twelve (ii12), or (B) two (2) times the average sum of said base salary plus Executive's bonus for the year immediately preceding any such termination. For purposes of the annual bonuses awarded above calculation, if the termination occurs prior to Executive by the Bank payment of Executive's bonus for the three most recent consecutive years prior to year 2002, the date the Term of Employment ends,guaranteed first-year bonus will be used in such calculation;
(2) any Any incentive compensation earned but not yet paid,;
(3) whatever rights may be specified Reimbursement of expenses described in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,Section 7(d) hereof incurred but not yet reimbursed; and
(4) whatever rights may be specified in Salary Continuation Agreement with the Immediate acceleration of vesting of all stock options which have been granted to Executive executed pursuant prior to the First Northern Bank date of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and
(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursedtermination.
(ii) The payment to which Executive is entitled pursuant to Section 14(c)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of the last day on which he performs services as an employee of Employer, with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.
(iii) During the 1290-month day period commencing upon a termination on the date his Term of employment Employment ends under Section 7(d13(d) or (e) hereof, Executive (and, 8 where applicable, Executive's his dependents) shall be entitled to continue participation in the group insurance plans maintained by the BankEmployer, including life, disability and health insurance programs, as if Executive he were still an employee of the BankEmployer. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's his annual base salary as in effect on the date the Term of Employment endsimmediately prior to his termination. To the extent that the Bank Employer finds it not feasible to obtain coverage for Executive under its group insurance policies during such 1290-month day period, the Bank Employer shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank Employer under this Section 6(f14(c)(iii) shall terminate immediatelyimmediately upon Executive's eligibility for coverage. Any group health continuation coverage that the Bank Employer is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii14(c)(iii) terminates.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c14(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract
Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:
(1) 100150% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends and (ii) the average of the annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,
(2) any incentive compensation earned but not yet paid,
(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and
(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.
(ii) During the 1218-month period commencing upon a termination of employment under Section 7(d) or (e) hereof, Executive (and, where applicable, Executive's dependents) shall be entitled to continue participation in the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 1218-month period, the Bank shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminates.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract
Samples: Employment Agreement (First Northern Community Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's ’s employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:
(1) 100150% of the sum of (i) Executive's annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends Employmnet ends; and (ii) the average of the annual bonuses awarded to the Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,. The payment shall be made by the Bank in a single installment within forty-five (45) days of termination with no percent value or other discount.
(2) any incentive compensation earned but not yet paid,
(3) whatever rights may be specified in Stock Option Award Agreements with the Executive executed pursuant to the First Northern Community 2016 Bancorp Stock Option Plan. It Incentive Plan (or any successor thereto), it being understood that the definition of Change of Control set forth in such Stock Option Award Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation the Supplemental Executive Retirement Plan Participation Agreement with the Executive executed pursuant to the First Northern Bank Supplemental Executive Retirement Plan,
(5) whatever rights may be specified in Executive Retirement/Retention Participation Agreement with the Executive executed pursuant to the Executive Deferral Plan of Xxxxx Salary Continuation Agreement/Split Dollar AgreementFirst Northern Bank, and
(56) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.
(ii) During the 12-month period commencing upon a termination Upon Termination of employment Employment under Section 7(d) or (e) hereof), Executive (and, where applicable, Executive's ’s dependents) shall be entitled to continue participation continuation coverage (as provided in the plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 and California's Cal-COBRA provisions) under the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee for up to thirty-six (36) months, subject to the terms, conditions and limitations set forth in such plans. During the first eighteen (18) months of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month periodcontinuation coverage, the Bank shall provide Executive with individual policies which offer at least pay the same level portion of coverage and which impose not more than the same costs on group insurance premiums for the Executive’s continued coverage as is paid for other executives who are current employees. The foregoing notwithstanding, in If the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the Bank shall no longer be responsible for the cost of continuation coverage. Beginning with the nineteenth (19th) month of continuation coverage, coverage provided by may be continued at the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminatesExecutive's own expense.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's ’s employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract
Samples: Employment Agreement (First Northern Community Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d12(d) or (e) hereof and such termination is not within two years following a Change of Controlhereof, Executive shall receive:
(1) 100% An amount equivalent to three (3) months of the sum of (i) Executive's annual base salary under Section 5(a6(a) hereof as in effect on plus two (2) weeks for each full year of total banking years of service, whether with Humboldt or any other banking institution, up to the date of the Term of Employment ends and with a maximum payout not to exceed two (ii2) the average of the years annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,base salary;
(2) any Any incentive compensation earned but not yet paid,;
(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and
(5) reimbursement Reimbursement of expenses incurred under described in Section 5(c6(d) hereof incurred but not yet reimbursed.; and
(ii) The payment to which Executive is entitled pursuant to Section 13(c)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of the last day on which she performs services as an employee of Employer, with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.
(iii) During the 1290-month day period commencing upon a termination on the date her Term of employment Employment ends under Section 7(d12(d) or (e) hereof, Executive (and, where applicable, Executive's his dependents) shall be entitled to continue participation in the group insurance plans maintained by the BankEmployer, including life, disability and health insurance programs, as if Executive she were still an employee of the BankEmployer. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's her annual base salary as in effect on the date the Term of Employment endsimmediately prior to her termination. To the extent that the Bank Employer finds it not feasible to obtain coverage for Executive under its group insurance policies during such 1290-month day period, the Bank Employer shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank Employer under this Section 6(f13(c)(iii) shall terminate immediatelyimmediately upon Executive's eligibility for coverage. Any group health continuation coverage that the Bank Employer is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii13(c)(iii) terminates.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c13(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract
Involuntary Termination; Termination for Good Reason. (i) If Executive's ’s employment is terminated under the provisions of Section 7(d) or (e) hereof and such termination is not within two years following a Change of Control, Executive shall receive:
(1) 100150% of the sum of (i) Executive's ’s annual base salary under Section 5(a) hereof as in effect on the date the Term of Employment ends ends; and (ii) the average of the annual bonuses awarded to the Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment ends,. The payment shall be made by the Bank in a single installment within forty-five (45) days of termination with no percent value or other discount.
(2) any incentive compensation earned but not yet paid,
(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar AgreementSupplemental Employee Retirement Plan, and
(5) reimbursement of expenses incurred under Section 5(c) hereof but not yet reimbursed.
(ii) During the 12-month period commencing upon a termination Upon Termination of employment Employment under Section 7(d) or (e) hereof), Executive (and, where applicable, Executive's ’s dependents) shall be entitled to continue participation continuation coverage (as provided in the plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 and California's Cal-COBRA provisions) under the group insurance plans maintained by the Bank, including life, disability and health insurance programs, as if Executive were still an employee for up to thirty-six (36) months, subject to the terms, conditions and limitations set forth in such plans. During the first eighteen (18) months of the Bank. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's annual base salary as in effect on the date the Term of Employment ends. To the extent that the Bank finds it not feasible to obtain coverage for Executive under its group insurance policies during such 12-month periodcontinuation coverage, the Bank shall provide Executive with individual policies which offer at least pay the same level portion of coverage and which impose not more than the same costs on group insurance premiums for the Executive’s continued coverage as is paid for other executives who are current employees. The foregoing notwithstanding, in If the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the Bank shall no longer be responsible for the cost of continuation coverage. Beginning with the nineteenth (19th) month of continuation coverage, coverage provided by may be continued at the Bank under Section 6(f) shall terminate immediately. Any group health continuation coverage that the Bank is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii) terminatesExecutive's own expense.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's ’s employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract
Samples: Employment Agreement (First Northern Community Bancorp)
Involuntary Termination; Termination for Good Reason. (i) If Executive's employment is terminated under the provisions of Section 7(d12(d) or (e) hereof and such termination is not within two years following a Change of Controlhereof, Executive shall receive:
(1) 100% An amount equivalent to three (3) months of the sum of (i) Executive's annual base salary under Section 5(a6(a) hereof as in effect on plus two (2) weeks for each full year of total banking years of service, whether with Humboldt or any other banking institution up to the date of the Term of Employment ends and with a maximum payout not to exceed two (ii2) the average of the years annual bonuses awarded to Executive by the Bank for the three most recent consecutive years prior to the date the Term of Employment endsbase salary,
(2) any Any incentive compensation earned but not yet paid,;
(3) whatever rights may be specified in Stock Option Agreements with the Executive executed pursuant to the First Northern Community Bancorp Stock Option Plan. It being understood that the definition of Change of Control set forth in such Stock Option Agreement may differ from that set forth herein,
(4) whatever rights may be specified in Salary Continuation Agreement with the Executive executed pursuant to the First Northern Bank of Xxxxx Salary Continuation Agreement/Split Dollar Agreement, and
(5) reimbursement Reimbursement of expenses incurred under described in Section 5(c6(d) hereof incurred but not yet reimbursed.; and
(ii) The payment to which Executive is entitled pursuant to Section 13(c)(i)(1) hereof shall be paid in a single installment within forty-five (45) days of the last day on which he performs services as an employee of Employer, with no percent value or other discount or, at Executive's option, on a deferred basis with no premium.
(iii) During the 1290-month day period commencing upon a termination on the date his Term of employment Employment ends under Section 7(d12(d) or (e) hereof, Executive (and, where applicable, Executive's his dependents) shall be entitled to continue participation in the group insurance plans maintained by the BankEmployer, including life, disability and health insurance programs, as if Executive he were still an employee of the BankEmployer. Where applicable, Executive's salary for purposes of such plans shall be deemed to be equal to Executive's his annual base salary as in effect on the date the Term of Employment endsimmediately prior to his termination. To the extent that the Bank Employer finds it not feasible to obtain coverage for Executive under its group insurance policies during such 1290-month day period, the Bank Employer shall provide Executive with individual policies which offer at least the same level of coverage and which impose not more than the same costs on the Executive. The foregoing notwithstanding, in the event that Executive becomes eligible for comparable group insurance coverage in connection with new employment, the coverage provided by the Bank Employer under this Section 6(f13(c)(iii) shall terminate immediatelyimmediately upon Executive's eligibility for coverage. Any group health continuation coverage that the Bank Employer is required to offer under the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA") shall commence when coverage under this Section 8(c)(ii13(c)(iii) terminates.
(iii) Except as provided in this Section 8(c) or required by law, all of Executive's employee benefits and compensation shall cease on the last day on which Executive performs services as an employee of the Bank.
(iv) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 8(c13(c) (whether by seeking new employment or otherwise) and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.
Appears in 1 contract