Common use of No Future Compensation Clause in Contracts

No Future Compensation. Other than the obligations of the Bank as set forth under the terms of Sections 2(a) and 2(b) of this Agreement, you represent and agree that (i) you are not entitled to any other wages, salary, bonuses, incentive compensation, benefits or any other compensation or reimbursements from the Bank or the Company, except for any of your vested benefits under (A) the Bogota Savings Bank 401(k) Savings Plan (B) the Bogota Savings Bank Employee Stock Ownership Plan, and (C) the Bogota Savings Bank Supplemental Executive Retirement Plan, amended and restated dated as of January 1, 2016 (the “SERP”), (ii) for purposes of clarity, nothing paid under this Agreement will be deemed to be in lieu of any compensation to which you are entitled to under the Bogota Savings Bank 401(k) Plan, the Bogota Savings Bank Employee Stock Ownership Plan or the SERP, each of which in you are one-hundred percent (100%) vested, and (iii) all non-vested equity awards previously granted to you under the Bogota Financial Corp. 2021 Equity Incentive Plan (the “Equity Incentive Plan”) will continue to vest in accordance with the schedules set forth in the applicable award agreements for as long as you continue to serve on the Advisory Board, and as such, you shall be deemed to to be in “Service” of the Company for the purposes of vesting of equity awards and exercise of stock options in accordance with Section 2.7(f) of the Equity Incentive Plan, (iv) without limiting the provisions of clause (iii), all exercisable stock options will expire in accordance with the terms of the Equity Incentive Plan and the award agreements related to such grants, and (v) as of the Separation Date, the Employment Agreement shall terminate and become null and void with no further payments or benefits due thereunder, except for certain surviving provisions set forth in this Agreement.

Appears in 1 contract

Samples: Resignation and Separation Agreement (Bogota Financial Corp.)

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No Future Compensation. Other than the obligations of the Bank as set forth under the terms of Sections 2(a) Paragraphs 2 and 2(b) 3 of this Agreement, you represent and agree that (ia) you are not entitled to any other wages, salary, bonuses, incentive compensation, benefits or any other compensation or reimbursements from the Bank or the Company, except for any of your vested benefits under (Ai) the Bogota Savings The Provident Bank 401(k) Savings Plan (Bii) the Bogota Savings The Provident Bank Employee Stock Ownership Plan, Plan and (Ciii) the Bogota Savings Bank Amended and Restated Supplemental Executive Retirement Plan, amended Plan entered into between the Bank and restated yourself dated as of January 1February 21, 2016 2015, and as amended as of December 17, 2020 (the “SERP”), (iib) for purposes of clarity, nothing paid under this Agreement will be deemed to be in lieu of any compensation to which you are entitled to under the Bogota Savings The Provident Bank 401(k) Plan, the Bogota Savings The Provident Bank Employee Stock Ownership Plan or the SERP, each of which in you are one-hundred percent (100%) vested, and (iiic) all non-vested equity awards previously granted to you under the Bogota Financial Corp. 2021 Provident Bancorp, Inc. 2020 Equity Incentive Plan (and the Provident Bancorp, Inc. 2016 Equity Incentive Plan”) Plan will continue to vest in accordance with the schedules set forth in the applicable award agreements for be forfeited as long as you continue to serve on the Advisory Board, and as such, you shall be deemed to to be in “Service” of the Company for the purposes of vesting of equity Employment Separation Date, including, but not limited to, all unvested restricted stock awards and stock options that are not exercisable (provided that nothing herein shall adversely affect your right to exercise of vested stock options in accordance with Section 2.7(f) of the Equity Incentive Plantheir terms), (ivd) without limiting the provisions of clause (iii), all exercisable stock options will expire in accordance with the terms of the Provident Bancorp, Inc. 2020 Equity Incentive Plan and the Provident Bancorp, Inc. 2016 Equity Incentive Plan and the award agreements related to such grants, and (ve) as of the Employment Separation Date, the Employment Agreement entered into by and between you and the Bank, dated as of January 1, 2015, and amended effective as of January 1, 2019, shall terminate and become null and void with no further payments or benefits due thereunder and (f) as of the Employment Separation Date, the Deferred Cash Bonus Agreement entered into as of December 23, 2020, shall terminate and become null and void with no further payments due thereunder. For the avoidance of doubt, except the entire benefit under the SERP (which is $7,786,867.72 as of the Employment Separation Date) shall be paid to you in full following the six-month delay period provided for certain surviving provisions set forth in this Agreementthe SERP. The Bank agrees and acknowledges that your separation is not due to a “Specially Defined Cause” as defined by §2.8.1 of your SERP.

Appears in 1 contract

Samples: Separation Agreement (Provident Bancorp, Inc. /MD/)

No Future Compensation. Other than the obligations of the Bank as set forth under the terms of Sections 2(a) Paragraphs 2 and 2(b) 3 of this Agreement, you represent and agree that (ia) you are not entitled to any other wages, salary, bonuses, incentive compensation, benefits or any other compensation or reimbursements from the Bank or the Company, except for any of your vested benefits under (Ai) the Bogota Savings Bank The BankProv 401(k) Savings Plan (Bii) the Bogota Savings Bank The BankProv Employee Stock Ownership Plan, Plan and (Ciii) the Bogota Savings Bank Supplemental Executive Retirement Plan, amended Plan entered into between the Bank and restated yourself dated as of January 1February 26, 2016 2015 (the “SERP”), (iib) for purposes of clarity, nothing paid under this Agreement will be deemed to be in lieu of any compensation to which you are entitled to under the Bogota Savings Bank The BankProv 401(k) Plan, the Bogota Savings The Provident Bank Employee Stock Ownership Plan or the SERP, each of which in you are one-hundred percent (100%) vested, and (iiic) all non-vested equity awards previously granted to you under the Bogota Financial Corp. 2021 Provident Bancorp, Inc. 2020 Equity Incentive Plan (and the Provident Bancorp, Inc. 2016 Equity Incentive Plan”) Plan will continue to vest in accordance with the schedules set forth in the applicable award agreements for be forfeited as long as you continue to serve on the Advisory Board, and as such, you shall be deemed to to be in “Service” of the Company for the purposes of vesting of equity Employment Separation Date, including, but not limited to, all unvested restricted stock awards and stock options that are not exercisable (provided that nothing herein shall adversely affect your right to exercise of vested stock options in accordance with Section 2.7(f) of the Equity Incentive Plantheir terms), (ivd) without limiting the provisions of clause (iii), all exercisable stock options will expire in accordance with the terms of the Provident Bancorp, Inc. 2020 Equity Incentive Plan and the Provident Bancorp, Inc. 2016 Equity Incentive Plan and the award agreements related to such grants, and (ve) as of the Employment Separation Date, the your Employment Agreement shall terminate and become null and void with no further payments or benefits benefits, of any kind, due thereunder. For the avoidance of doubt, except the entire benefit under the SERP shall be paid to you in full following the six-month delay period provided for certain surviving provisions set forth in this Agreementthe SERP. The Bank agrees and acknowledges that your separation is not due to a “Specially Defined Cause” as defined by §2.6.1 of your SERP.

Appears in 1 contract

Samples: Separation Agreement (Provident Bancorp, Inc. /MD/)

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No Future Compensation. Other than the obligations of the Bank as set forth under the terms of Sections 2(a) Paragraphs 2 and 2(b) 3 of this Agreement, you represent and agree that (ia) you are not entitled to any other wages, salary, bonuses, incentive compensation, benefits or any other compensation or reimbursements from the Bank or the CompanyBank, except for any of your vested benefits under (Ai) the Bogota Savings The Provident Bank 401(k) Savings Plan (Bii) the Bogota Savings The Provident Bank Employee Stock Ownership Plan, Plan and (Ciii) the Bogota Savings Bank Amended and Restated Supplemental Executive Retirement Plan, amended Plan entered into between the Bank and restated yourself dated as of January 1February 26, 2016 2015, and as amended as of December 17, 2020 (the “SERP”), (iib) for purposes of clarity, nothing paid under this Agreement will be deemed to be in lieu of any compensation to which you are entitled to under the Bogota Savings The Provident Bank 401(k) Plan, the Bogota Savings The Provident Bank Employee Stock Ownership Plan or the SERP, each of which in you are one-hundred percent (100%) vested, and (iiic) all non-vested equity awards previously granted to you under the Bogota Financial Corp. 2021 Provident Bancorp, Inc. 2020 Equity Incentive Plan (and the Provident Bancorp, Inc. 2016 Equity Incentive Plan”) Plan will continue to vest in accordance with the schedules set forth in the applicable award agreements for be forfeited as long as you continue to serve on the Advisory Board, and as such, you shall be deemed to to be in “Service” of the Company for the purposes of vesting of equity Resignation Date, including, but not limited to, all unvested restricted stock awards and stock options that are not exercisable (provided that nothing herein shall adversely affect your and your former spouse’s right to exercise of vested stock options in accordance with Section 2.7(f) of the Equity Incentive Plantheir terms), (ivd) without limiting the provisions of clause (iii), all exercisable stock options will expire in accordance with the terms of the Provident Bancorp, Inc. 2020 Equity Incentive Plan and the Provident Bancorp, Inc. 2016 Equity Incentive Plan and the award agreements related to such grants, and (ve) as of the Separation Resignation Date, the Employment Agreement entered into by and between you and the Bank, dated as of December 17, 2020, shall terminate and become null and void with no further payments or benefits due thereundervoid. For the avoidance of doubt, except the entire benefit under the SERP (estimated to be $4,279,807.00 as of the Resignation Date) shall be paid to you in full following the six-month delay period provided for certain surviving provisions set forth in this Agreementthe SERP.

Appears in 1 contract

Samples: Resignation, Separation Agreement (Provident Bancorp, Inc. /MD/)

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