Payments to Executive. (a) Upon the occurrence of either the Executive’s involuntary termination of employment or the Executive’s voluntary termination of employment for “Good Reason” (as defined below), either occurring within twelve (12) months following the effective date of a “Change in Control” (as defined below) (“Termination of Employment”), the Company or the Bank shall pay Executive (or in the event of his subsequent death, his estate), his base salary in effect on the date of Executive’s Termination of Employment (“Base Salary”) for twelve (12) months following the date of such Termination of Employment, provided, however, (i) that such Termination of Employment must qualify as a “Separation from Service” as defined below; and (ii) to the extent that Executive is a “Specified Employee” (as defined below), payments shall not begin hereunder until the first day of the seventh month following Executive’s Separation from Service and the first payment owed to the Executive shall equal the first six (6) months of accumulated payments owed to Executive hereunder, and thereafter regular payments owed to Executive shall be made starting with the seventh month after the Executive’s Separation from Service. To the extent amounts payable under this Agreement are determined by the Bank, in good faith, to be subject to federal, state or local income tax, the Bank may withhold from each such payment an amount necessary to meet the Bank’s obligation to withhold amounts under the applicable federal, state or local law.
(b) In addition, upon the occurrence of Executive’s Termination of Employment, Executive will have such rights as specified in any other employee benefit plan (including, but not limited to, equity compensation plans and COBRA rights under the Bank’s group health plan).
(c) Voluntary Termination of Employment for “Good Reason” following a Change in Control shall mean Executive’s resignation from the Bank’s employ within one hundred and twenty (120) days after the occurrence of any of the following events, provided, however, that Executive must give the Bank at least sixty (60) days prior written notice of intent to terminate employment due to Good Reason:
Payments to Executive. (a) If the Executive remains continuously employed by the Bank until her termination of employment on or after completion of eleven (11) Years of Service, the Bank will pay to the Executive a gross amount equal to the Actuarial Equivalent of (i) the Accrued Benefit, multiplied by (ii) the number of whole years by which the Executive's life expectancy in years upon termination from employment (determined under the 1994 Group Annuity Reserving Table) exceeds the Executive's age in years as of such employment termination date. Said gross benefit amount will be paid in the Normal Form, subject to applicable withholding, and shall be payable within one hundred eighty (180) days of the date the Executive's employment with the Bank terminates or as soon as practicable thereafter.
(b) The Executive's benefits under the Agreement shall become non-forfeitable in accordance with the following schedule, subject to the possible adjustments referenced in Sections 2(c) and Section 15 of this Agreement; provided, however, that all benefits payable hereunder shall be forfeited upon a termination from employment for Cause: Years of Service Non-forfeitable Percentage ---------------- -------------------------- 1 or less 0% 2 10% 3 20% 4 30% 5 40% 6 50% 7 60% 8 70% 9 80% 10 90% 11 or more 100%
(c) If the Executive's benefits under this Agreement become payable upon the Executive's separation from service before the Executive's 62nd birthday for reasons other than Cause, Change in Control, death or disability pursuant to Sections 3 or 4 hereof, as applicable, then the gross amount of the Executive's benefit under shall be determined in accordance with Section 2(a), provided that the Accrued Benefit shall be reduced by 3.0% for each year benefits commence before the Executive's 62nd birthday. The foregoing 3.0% reduction shall be pro-rated for a partial year.
(d) In lieu of the Normal Form provided by Section 2(a), with the written consent of the Board of Directors of the Bank, the Executive may elect at least twelve (12) months prior to the date on which payments are to commence an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled; provided, however, in the case of an election related to a payment not made on account of the Executive's disability (as defined in Section 4 hereof) or death, the payment(s) to be made with respect to such election must be deferred for a period of not less than five (5) years from the d...
Payments to Executive. If Executive's employment is terminated (a) Upon a Change in Control, for any reason upon delivery of notice to the Employer within a 12 month period after the occurrence of a Change in Control; (b) for Good Reason pursuant to Section 1(c)(iv); or (c) if the Employer terminates the Executive Without Cause after a Change in Control, then, in addition to other rights and remedies available in law or equity, the Executive shall be entitled to the following (i) the Employer shall pay the Executive in cash within 15 days of such termination date any sums due him as base salary and/or reimbursement of expenses through the date of such termination, plus any bonus earned or accrued under the Bonus Plan through the date of termination (including any amounts awarded for previous years but which were not yet vested) and a pro rata share of any bonus with respect to the current fiscal year which had been earned as of the date of the Executive's termination (and any forfeiture in other restrictive provisions applicable to each award shall not apply); and (ii) the Employer shall pay the Executive in cash within 15 days of such termination date one lump sum payment in an amount equal to the sum of (1) the Executive's then current annual base salary, and (2) the average bonuses paid to Executive during the three preceding fiscal years.
Payments to Executive. Except where provided otherwise, all payments required to be made by the Company to Executive under this Section 8 in connection with the termination of Executive’s employment shall be payable within 15 days after the effective date of such termination; provided, however, that nothing shall affect or impair such rights as Executive shall have pursuant to the Equity Documents.
Payments to Executive. (a) If the Executive remains employed by the Bank from the date of his employment until his termination of employment on or after 10 years of service, the Bank will pay to the Executive annually, a benefit payable in the Normal Form in equal monthly installments commencing on the first day of the month next following the termination of the Executive’s employment, an amount equal to 70% of the average of the Executive’s Final Average Compensation offset by the SBERA Pension Benefit, adjusted as provided in clauses (b) and (c) of this Paragraph 2; provided, the Executive’s termination constitutes a “Separation from Service” for purposes of Section 409A of the Code.
(b) The Executive’s benefits under the Agreement shall become non-forfeitable in accordance with the following schedule: Notwithstanding the foregoing, the Executive shall become fully vested immediately upon his death prior to a Separation from Service, a Change in Control or upon any involuntary termination of his employment by the Bank other than for Cause.
(c) If the Accrued Benefit is payable before the Executive’s 65th birthday, the Accrued Benefit shall be reduced by 2.5% for each year benefits commence before the Executive’s 65th birthday. The foregoing 2.5% reduction shall be pro-rated for a partial year. Notwithstanding the foregoing, the Accrued Benefit shall not be reduced by the 2.5% increments after the Executive has completed twenty-five (25) years of service with the Bank, or following a Change in Control.
(d) In lieu of the Normal Form provided by the foregoing provisions of this Paragraph 2, with the consent of the Bank, the Executive may elect an optional form of payment which is the Actuarial Equivalent of the Normal Form to which the Executive is entitled, which optional form of payment may be any optional form provided under the SBERA Plan, including a lump sum. (The Executive elected a lump sum payment prior to January 1, 2007). On or after January 1, 2009, if the Executive wishes to change his payment election as to the form of payment, the Executive may do so by completing a payment election form approved by the Board of Directors, provided that any such election (i) must be made prior to the Executive’s Separation from Service, (ii) must be made at least 12 months before the date on which any benefit payments are scheduled to commence, (iii) shall not take effect until at least 12 months after the date the election is made, and (iv) for payments to be made other than upon...
Payments to Executive. Executive shall be paid those amounts specified in this Section 8 in full, in cash or the equivalent of cash, five days after the Effective Date.
Payments to Executive. For the avoidance of doubt, while the Companies are jointly and severally liable for payments due to the Executive hereunder nothing herein shall be construed to entitle the Executive to duplicate compensation or benefits to be paid by both of FCI and FGI pursuant hereto. Payments due to the Executive by the Companies shall be paid by FCI and/or FGI as determined appropriate by the Board of Directors of FGI.
Payments to Executive. Upon termination of the Executive's employment with the Trust for any reason, the Trust shall pay to the Executive the amount credited to his account in a single sum within 60 days after such termination of employment. If the Executive's employment is terminated due to his death, such amount shall be paid to the Executive's beneficiary, as designated on the attached Exhibit A.
Payments to Executive. Subject to Executive’s continuing compliance with the provisions of Section 5 and Section 6 herein, any amounts payable to Executive upon his or her termination of employment under this Section 4 shall be paid at such times as such amounts would have otherwise been payable to Executive had Executive’s employment not been terminated.
Payments to Executive. In the event that a Change in Control has been approved by all necessary shareholder, creditor and regulatory actions, then, the Company will pay to the Trustee of the UIL Holdings Corporation Supplemental Retirement Benefit Rabbi Trust, as the same may be amended or superseded, for the benefit of the Executive, cash equal to that amount, calculated by the Company’s independent certified public accountants, to be reasonably sufficient to pay and discharge the Company’s future obligations, if any, to the Executive and/or his personal representative and/or spouse, under Section 7 hereof, but only if (i) the Executive’s employment has been terminated or will be terminated prior to the date of the Change in Control and (ii) the Company does not make such payment directly to the Executive. In the event that the Executive’s employment has not been terminated prior to the date of the Change in Control, but subsequently is terminated other than for Cause during the Change in Control Protective Period, then as of the date that notice of Date of Termination is given to the Executive (or that it is finally determined that there is a Constructive Termination, in the case of termination by the Executive), the Company’s Successor (as defined in the UIL CIC Plan) shall deposit a sum, calculated by such Successor’s independent certified public accountants, reasonably sufficient to pay and discharge such Successor’s obligations to the Executive under Section 7 hereof.
