Obligations of the Bank Upon Termination. The following provisions describe the obligations of the Bank to the Executive under this Agreement upon termination of his employment. However, except as explicitly provided in this Agreement, nothing in this Agreement shall limit or otherwise adversely affect any rights which the Executive may have under applicable law, under any other agreement with the Bank or any of its subsidiaries, or under any compensation or benefit plan, program, policy or practice of the Bank or any of its subsidiaries.
Obligations of the Bank Upon Termination. 2.1 Other than for Cause, Death, Disability or by Executive without Good Reason. If, during the Change-in-Control Period, Executive’s employment is terminated by the Company or the Bank other than for Cause (as hereinafter defined), Death, Disability (as hereinafter defined), or if Executive terminates his employment for Good Reason (as hereinafter defined), Executive shall receive:
(A) within thirty (30) days following date Executive’s employment terminates, the Bank shall make a lump sum payment to Executive equal to one (1) times his annual base salary or if greater, one (1) times Executive’s his base salary in effect immediately prior to the Change in Control; plus
(B) Executive and Executive’s family shall continue to be provided, at the expense of the Bank, continuing health care coverage under health care programs in effect immediately prior to the Change in Control (or health care programs substantially similar thereto) for a period of twelve (12) months after the date of termination, provided that, if such benefit is subject to the health care continuation rules of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) then any period of continuation hereunder shall be credited against the continuation rights under COBRA and Executive will be required to complete all COBRA election and other forms.
(C) Executive shall be entitled to keep the following items of personal property being used by Executive at the time of a termination of employment described in Section 2.1:
(1) Laptop computers; and
(2) iPads. Prior to delivering the above devices to Executive, the Bank shall be entitled to remove any information from them that the Bank reasonably determines constitutes confidential information that is property of the Bank. Notwithstanding the foregoing, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A.
Obligations of the Bank Upon Termination. (a) Termination by the Executive for Good Reason, or by the Bank Other Than for Cause or Disability. If, during the Employment Period and prior to expiration of this Agreement, the Executive shall resign for Good Reason or the Bank shall terminate Executive’s employment other than for Cause or Disability then and, with respect to the payments and benefits described in clause (ii) below, only if Executive executes a separation agreement including a general release of claims in a form acceptable to the Bank (the “Release”), subject to Section 15(d) then:
(i) the Bank shall pay to Executive in a single lump sum cash payment within 60 days after the Date of Termination, the following amounts: (A) Executive’s Base Salary to the extent any remains unpaid up to and including the Date of Termination, (B) any bonus or other incentive compensation previously earned and vested, but not yet paid to Executive, under a compensation plan of the Bank, (C) any accrued but unused vacation pay through the Date of Termination that is payable to Executive under the Bank’s standard policies, and (D) reimbursement of any expenses accrued by, but not yet reimbursed to, Executive through the Date of Termination pursuant to the Bank’s expense reimbursement policies and procedures (collectively, the “Accrued Obligations”); and
(ii) the Bank shall pay to Executive a severance payment (the “Severance Payment”) equal to the aggregate of:
(A) one (1) year of Executive’s Base Salary in effect as of the Date of Termination (the “Base Salary Amount”), which amount shall be paid to Executive in a single lump sum cash payment within 60 days after the Date that Executive executes and delivers to the Bank the Release, and
(B) an amount equal to the (x) the amount which would have been payable pursuant to Executive’s short-term incentive award for the year in which the Date of Termination occurs, determined with respect to the actual performance against the performance criteria relating to such award, multiplied by (y) a fraction, the numerator of which is the number of days in the calendar year in which the Date of Termination occurs that Executive was employed by the Bank, and the denominator of which is 365 (the “Prorated Bonus Amount”), which amount shall be paid on the same the date on which amounts relating to short-term incentive awards for such year are paid to Peer Executives, but not later than the fifteenth day of the third month following the year in which the Date of Termination oc...
Obligations of the Bank Upon Termination. Upon Termination of this Agreement, the Bank shall not have any further obligations or liability hereunder, other than reimbursement of expenses pursuant to Section 2(d) hereof, except to pay to the Employee the unpaid portion, if any, of the Employee's salary accrued for the period up to the date of termination and payable to the Employee pursuant to Section 2(a) hereof.
Obligations of the Bank Upon Termination. Upon termination of Employee's employment for any reason, whether by Employee or by the Company, this Agreement shall terminate without further obligations to Employee, other than those obligations specifically provided in Sections 7.1 or 7.2, if applicable, or those obligations owing or accrued to, vested in, or earned by Employee through the date of termination (collectively referred to as the "Accrued Obligations"), including, but not limited to:
(a) to the extent not theretofore paid, Employee's annual salary in effect at the time of such termination through the date of termination and any accrued vacation pay not yet paid by the Company; and
(b) in the case of compensation previously deferred by Employee, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Bank; and
(c) all other amounts or benefits owing or accrued to, vested in, earned by Employee through the date of termination under the then existing or applicable plans, programs, arrangements, and policies of Company. The obligations owing or earned by Employee through the date of termination described in clause (a) above shall be paid by the Company to Employee (or Employee's legal representatives, in the case of his death or disability), as soon as practicable, but within the time required by statute. The aggregate amount of any other obligations owing or accrued to, vested in, or earned by Employee through the date of termination shall be paid by the Company to Employee (or Employee's legal representatives, in the case of his death or disability), in one lump sum within thirty (30) days after the date of termination. Notwithstanding any provision in the Agreement to the contrary, with respect to any stock options or other plans or programs in which the Employee is participating at the time of termination of his employment, the Employee's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Employee which may then be in effect.
Obligations of the Bank Upon Termination. On termination of Executive’s employment during the Term, Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have no further rights to any compensation or any other benefits from the Company, the Bank, the Successor Company, or any their affiliates.
Obligations of the Bank Upon Termination. (A) The introductory section to subparagraph 9(c) is hereby amended and restated per the below redline as follows: In the event of the Executive's Termination of Employment by reason of the discharge of the Executive by the Bank without Cause, or by reason of the resignation of the Executive for Good Reason, and contingent upon Executive timely executing an effective general release and waiver of all known and unknown claims in a form and substance acceptable to the Company (the “Separation and Release Agreement”), then the Bank shall pay to Executive, or his heirs or estate in the event of the Executive' s death, in addition to the compensation and benefits described in paragraph (a), the following benefits:
(B) The sentence immediately following subsection (v) of subparagraph 9(c) is hereby amended and restated as follows: The amounts payable under paragraphs (c)(i), (ii), (iii) and (iv) shall be paid on the first payroll date following sixty (60) days after Executive’s Date of Termination only if Executive: (A) signs the Separation and Release Agreement and any revocation period applicable to the Separation and Release Agreement has lapsed without any such revocation before the 60th day after Executive’s Date of Termination; and (B) does not breach any provision herein or in any separate agreements (including but not limited to the Separation and Release Agreement) with the Company. No payment under this Paragraph 9(c) shall be due or payable to Executive if he fails to timely deliver to the Company an executed Separation and Release Agreement, he revokes any portion thereof, any applicable revocation period has not lapsed within 60 days of his Date of Termination or the Executive breaches any provision herein or any separate agreements with the Company.
(C) Subparagraph 9(e) of the Employment Agreement is hereby amended and restated in its entirety to read as follows:
Obligations of the Bank Upon Termination. Sections 9(b) and (c) of the Employment Agreement are hereby amended and restated in their entirety to read as follows:
Obligations of the Bank Upon Termination. Clauses (i) and (ii) of Section 9 (b) of the Employment Agreement are hereby amended and restated in their entirety to read as follows:
(i) Payment in a lump sum of an amount equal to two (2) times the Executive’s then-current base salary as in effect prior to the termination;
(ii) Payment in a lump sum of an amount equal to two (2) times the most recent annual bonus received by the Executive;”
Obligations of the Bank Upon Termination. (a) If, during the one year period commencing on the Trigger Date and ending on the first anniversary of the Trigger Date, (i) the Bank shall terminate the Officer’s employment without Cause, or (ii) the Officer shall terminate employment for Good Reason, then the Bank shall pay to Officer the Severance Payment (defined below).
