PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 4 contracts
Samples: Employment Agreement (CCSB Financial Corp), Employment Agreement (CCSB Financial Corp), Employment Agreement (CCSB Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "Event of Termination" '' shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive's employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a "Separation from Service" within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code ("Code"); and or
(ii) Executive's resignation from the Bank's employ, employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionan executive position as set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the than an executive position and attributes thereof as described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; provided that the appointment of Executive to a different executive position shall not constitute Good Reason;
(CB) a relocation of Executive's principal place of employment to a location that is more than 25 20 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for "Good Reason" upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be equal to the highest bonus paid at any time for any of the prior three years. Such payments shall be paid in a lump sum within ten (10) days of the Executive's Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive's behalf under the Bank's defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive's Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank's expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all full time Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ten (10) days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(e) For purposes of this Agreement, a "Separation from Service" shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive's Separation from Service.
Appears in 3 contracts
Samples: Employment Agreement (West End Indiana Bancshares, Inc.), Employment Agreement (West End Indiana Bancshares, Inc.), Employment Agreement (West End Indiana Bancshares, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder Association for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Retirement), or a termination Section 7 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, Association’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Association), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 50 miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Association), ;
(D) a liquidation or dissolution of the Bank, or Association; or
(E) a material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Association shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Association may elect to waive said thirty (30) day period.
(a) Upon the occurrence of an Event of Termination, the Association shall pay to Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to one times the Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement. Such payment shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Association, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of Executive's employment except this Agreement.
(b) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 2 contracts
Samples: Employment Agreement (Poage Bankshares, Inc.), Employment Agreement (Poage Bankshares, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined in this Agreement) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section governed by Subsection 5(a) hereofof this Agreement, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereofof this Agreement; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), unless consented to by Executive, (CB) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a unless consented to by Executive, (C) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (D) a liquidation or dissolution of the BankBank or Holding Company, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) ), or (E) above, the Bank shall have the opportunity to cure the breach within thirty (30) days after receiving notice from Executive that an Event of Termination had occurred. If the Bank does not cure the event or circumstance constituting an Event of Termination within the time period prescribed in this Subsection 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereofthereafter.
Appears in 2 contracts
Samples: Employment Agreement (Dutchfork Bancshares Inc), Employment Agreement (Dutchfork Bancshares Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a5.(a) hereof, hereof or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankInstitution's employ, employ upon any of the following: (A) unless consented to by the Executive, failure to elect or reelect or to appoint or reappoint Executive as President or failure to nominate or re-nominate Executive as a Director of the Institution or Holding Company to the extent Executive Position, or to elect Executive to was serving as a Director as of the Board effective date of Directors of Bank, unless consented to by the Executivethis Agreement, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (D) a relocation of Executive's principal peace of employment by more than 25 miles from her location immediately prior to the Event of Termination, (E) a liquidation or dissolution of the BankInstitution or Holding Company, or (EF) material breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Cgb&l Financial Group Inc), Employment Agreement (Cgb&l Financial Group Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlgoverned by Section 5(a), for Disability, as defined in Section 5(a) 7 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankInstitution's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Senior Vice President and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 thirty (30) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankInstitution or Holding Company, or (EF) material breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in the case of a continuing breach, four (4) calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Argo Capital Trust Co), Employment Agreement (Argo Bancorp Inc /De/)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder Association for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Retirement), or a termination Section 7 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, Association’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Association), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 20 miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Association), ;
(D) a liquidation or dissolution of the Bank, or Association; or
(E) a material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Association shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Association may elect to waive said thirty (30) day period.
(a) Upon the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to one times the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Event of Termination. Such payment shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Association, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of Executive's employment this Agreement.
(b) Upon the occurrence of an Event of Termination, the Association shall provide, at the Association’s expense, for twelve months following such Event of Termination, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Association employees.
(c) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 2 contracts
Samples: Employment Agreement (Poage Bankshares, Inc.), Employment Agreement (Poage Bankshares, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlthan, Retirement, as defined in Section 5(a) 6 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon any (A) notice to Executive by the Holding Company of non-renewal of the following: term of this Agreement, (AB) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer of the Holding Company, failure to the Executive Position, elect or reelect or to elect appoint or reappoint Executive as President and Chief Executive Officer of the Bank, or, failure to nominate or reelect Executive to the Board of Directors of the Holding Company or Bank, unless consented Executive consents to by the Executive, any such event (BC) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's principal place of employment to a location that is by more than 25 twenty-five (25) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites available to Executive to which Executive does not consent or for which Executive is not or will not be provided the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)economic benefit pursuant to Section 3(b) hereof, (DE) a liquidation or dissolution of the BankBank or the Holding Company, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Roslyn Bancorp Inc), Employment Agreement (Roslyn Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that benefits shall be provided either under Section 4 or Section 5 (related to a Change in Control), but not both, such that to the extent the Executive has received payments under one of those Sections, the Executive shall not receive payments under the other of those Sections. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a “Change in Control, ,” as defined in Section 5(a) hereof5, a termination for “Cause,” as defined in Section 8, a termination upon “Retirement,” as defined in Section 7, or a termination for Causedisability, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof6; and and
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 50 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) 30 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months90 days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum in cash equal to two times the sum of (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the two completed fiscal years prior to the Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, in the event Executive is a “Specified Employee” (as defined herein), no payment shall be made to Executive prior to the first day of the seventh month following the Event of Termination. “Specified Employee” shall be interpreted to comply with Section 409A of the Internal Revenue Code and shall mean a key employee within the meaning of Section 416(i) of the Internal Revenue Code (without regard to paragraph 5 hereofthereof), but an individual shall be a “Specified Employee” only if the Bank is a publicly traded institution or the subsidiary of a publicly traded holding company.
Appears in 2 contracts
Samples: Employment Agreement (Beacon Federal Bancorp, Inc.), Employment Agreement (Beacon Federal Bancorp, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, :
(BA) a material change in Executive's ’s function, duties, or responsibilities, which change which, on an overall basis, would cause Executive's ’s position to become one of lesser responsibility, responsibility or importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)Agreement by the Bank) (the “Material Change”) provided that the Material Change occurs on or after a Change in Control, and for purposes of clarity, this Section 4(a)(ii)(A) shall not apply if a Change in Control has not occurred;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 fifty (50) miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the average annualized bonus paid at any time during the prior three years or such lesser time as he has been employed by the Bank, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (“Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's ’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except as provided to the extent such coverage may be changed in its application to all Bank employees. If the Bank cannot provide one or more of the benefits set forth in this Section 4 4(d) because Executive is no longer an employee, applicable rules and regulations prohibit such benefits in the manner contemplated, or 5 hereof.it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty
Appears in 2 contracts
Samples: Employment Agreement (Westbury Bancorp, Inc.), Employment Agreement (Westbury Bancorp, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Controldue to “Disability” or death, as defined set forth in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, 6; or a termination upon Retirement “Retirement,” as defined in Section 7 hereof, or a termination for disability “Cause,” as set forth defined in Section 6 hereof8; and and
(ii) Executive's ’s voluntary resignation from the Bank's employ, upon ’s employ within two years after any of the following: , unless consented to by Executive (where any vote by Executive in performance of his duties as a member of the Board in favor of such action shall constitute express consent of Executive to such action):
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Bank); provided, however, that a failure to re-elect Executive to the Board shall not constitute an Event of Termination under this Agreement and any change to Executive’s duties as an officer or director of any affiliate does not constitute an Event of Termination under this Agreement), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 50 miles from the location of the Bank's principal executive offices as of the date of this Agreementeither Waycross, Georgia or Jacksonville, Florida;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefits), benefits that is generally applicable to officers or employees of the Bank) or;
(D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) above (A“Good Reason”), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation within two years after the initial occurrence of such condition upon not less than thirty (30) 30 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months90 days) after the initial event giving rise to said the right to elect; provided, which however, that the Bank shall be given at least 30 days to remedy the condition before the Executive terminates employment. Such voluntary termination for Good Reason by Executive shall be an Event of Termination. No payments .
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or benefits shall be due beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum in cash equal to three times (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement and (ii) the highest annual bonus and non-equity incentive compensation paid to the Executive over the most recent three calendar years prior to the Event of Termination; provided however, that, to the extent required by regulations or interpretations of the Office of Thrift Supervision, all severance payments under the Agreement shall be reduced not to exceed three (3) times Executive’s average annual compensation (as defined in such regulations or interpretations) over the most recent five (5) taxable years. Such payment shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, in the event Executive is a “Specified Employee” (as defined in the Internal Revenue Code (the “Code”) Section 409A and the regulations thereunder) to the extent required under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Event of Termination.
(c) Upon the occurrence of an Event of Termination, the Bank shall provide at the Bank’s expense, life and disability insurance coverage and non-taxable medical and dental insurance coverage substantially comparable to the coverage maintained by the Bank for Executive and his family prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease upon the termination earlier of (i) 36 months following the Event of Termination or (ii) Executive's employment except as provided in Section 4 or 5 hereof’s obtaining substantially similar coverage from a new employer.
Appears in 2 contracts
Samples: Employment Agreement (Atlantic Coast Financial CORP), Employment Agreement (Atlantic Coast Federal Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, governed by Section 5(a) of this Agreement; or disability as defined in Section 5(a8(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, 7 of this Agreement or a termination upon Retirement (as defined in paragraph (d) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4); and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas President and Chief Executive, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), unless consented to by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 2 contracts
Samples: Employment Agreement (Pulaski Financial Corp), Employment Agreement (Pulaski Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event the Executive’s employment terminates for any reason other than Cause within twelve (12) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder Association for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, Association’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, :
(BA) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Association), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 fifteen miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Association), ;
(D) a liquidation or dissolution of the Bank, or Association; or
(E) a material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Association shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Association may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary that Executive would be entitled to for the remaining unexpired term of the Agreement. Such payment shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of her claims against the Association, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's employment ’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Association shall provide for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for Executive prior to the Event of Termination with the Executive paying her share of the employee premiums, except to the extent such coverage may be changed in its application to all Association employees.
(d) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 2 contracts
Samples: Employment Agreement (Sunnyside Bancorp, Inc.), Employment Agreement (Sunnyside Bancorp, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability Disability as set forth in Section 6 6(a) hereof; and (ii) to the extent permitted under Code Section 409A, Executive's ’s resignation from the Bank's employ, upon ’s employ for “Good Reason.” Good Reason shall mean any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Salary (except for any reduction that is part of an employee-wide reduction in pay or benefits), or (D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D) or (E) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty within ninety (3090) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsdays) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have at least (30) days to remedy any condition set forth in clause (ii) (A) through (D), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a Notice of Termination, as defined in Section 9(c) below, for Good Reason at any time within sixty (60) days following the expiration of such cure period. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash amount equal to one and one-half times the sum of (A) the highest annual rate of Base Salary paid to Executive at any time under the Agreement, and (B) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the Event of Termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment, and shall be payable within thirty (30) days following the Executive’s Event of Termination. Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, the Executive’s payment under this Section 4(b) shall be delayed until the first day of the seventh month following the Executive’s Event of Termination. A “Specified Employee” shall be interpreted to comply with Code section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof) but an individual shall be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.
(c) Upon the occurrence of an Event of Termination, the Bank will provide at the Bank’s expense, life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Bank for Executive prior to her termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease 18 months following the Event of Termination. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the cost of such non-taxable life, medical and dental insurance, with such payment to be made by lump sum within thirty (30) business days of the Event of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) Upon the occurrence of an Event of Termination, any non-vested stock options granted to Executive under any stock option plan or restricted stock plan of the Bank will fully vest.
(e) For purposes of this Agreement, “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated there under, such that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.
Appears in 2 contracts
Samples: Employment Agreement (Generations Bancorp NY, Inc.), Employment Agreement (Generations Bancorp NY, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Company's and the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as ______________of the Executive PositionCompany and the Bank, or to elect nominate (and as to the Bank, elect) Executive to the Board of Directors of BankBank and the Company, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankBank or the Company, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (Provident Financial Services Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Financial Services of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, Financial Services' employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas President, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, coupled with a material reduction in the benefits and perquisites being provided to which Executive has not agreed immediately preceding the change in writing (and any such material change shall be deemed a continuing breach of this Agreement)Executive's functions, duties or responsibilities, unless consented to by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 15 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankFinancial Services, or (EF) material breach of this Agreement by the BankFinancial Services. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlthan, Retirement, as defined in Section 5(aparagraph (f) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon any (A) notice to Executive by the Holding Company of non-renewal of the following: term of this Agreement, (AB) failure to elect or reelect or to appoint or reappoint Executive as Chairman, President and Chief Executive Officer of the Holding Company, failure to the Executive Position, elect or reelect or to elect appoint or reappoint Executive as Chairman, President and Chief Executive Officer of the Bank, or, failure to nominate or reelect Executive to the Board of Directors of the Holding Company or Bank, unless consented Executive consents to by the Executiveany such event, (BC) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing above (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's principal place of employment to a location that is by more than 25 fifty (50) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites available to Executive to which Executive does not consent or for which Executive is not or will not be provided the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)economic benefit pursuant to Section 3(b) hereof, (DE) a liquidation or dissolution of the BankBank or the Holding Company, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (American Financial Holdings Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in governed by Section 7 hereof, of this Agreement; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employCompany, upon upon, any of the following: (A) failure notice to elect or reelect or to appoint or reappoint Executive to of non-renewal of the Executive Position, or to elect Executive to the Board term of Directors of Bank, unless consented to by the Executive, this Agreement (B) a failure to reappoint Executive as President and Chief Executive Officer, (C) material change in Executive's function, ’s function duties, or responsibilitiesresponsibilities with the Company or its subsidiaries, which change would cause Executive's position ’s position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 twenty-five (25) miles from its location at the location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for any reduction that is part in Section 3(g) of an employee-wide reduction in pay or benefitsthis Agreement), (DF) a liquidation or dissolution of the Company or the Bank, or (EG) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E), (F) or (E) G), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four 6) full calendar months) months after the event giving rise to said Executive’s right to electelect to terminate her employment.
(b) Upon Executive’s termination from employment in accordance with paragraph (a) of this Section 4, which termination by Executive on the Date of Termination, as defined in Section 8 of this Agreement, the Company shall be obligated to pay Executive, or, in the event of her death following the Date of Termination, her beneficiary or beneficiaries, or her estate, as the case may be, an amount equal to the sum of: (i) the base salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive’s then current base salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive 4 does not have a non-forfeitable or fully-vested interest as of the Date of Termination plus (iii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. No At the election of Executive, which election is to be made prior to the Date of Termination, such payments or benefits shall be due made in a lump sum. In the event that no election is made, payment to Executive under will be made on a monthly basis in approximately equal installments during the remaining unexpired term of this Agreement upon Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive's ’s termination of employment except in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Company or the Bank continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or her dependents participates as provided of the date of the Event of Termination (each being a “Welfare Plan”), Executive and her covered dependents shall continue participating in Section 4 such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) her death; (ii) her employment by another employer other than one of which she is the majority owner; or 5 hereof(iii) the end of the remaining term of this Agreement. If the Company or the Bank does not offer the Welfare Plans at any time after the Event of Termination, then the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) her death; (ii) her employment by another employer other than one of which she is the majority owner; or (iii) the end of the remaining term of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Senior Vice President, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Bank shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of:
(i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive under for the remaining term of this Agreement upon had the termination Event of Termination not occurred; plus
(ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options, which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive's employment except , but in which Executive does not have a non-forfeitable or fully-vested interest as provided in Section 4 or 5 hereof.of the Date of Termination;
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined in this Agreement) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereofof this Agreement, or a termination Termination for Cause, as defined in Section 8 hereof7 of this Agreement, or a termination upon Retirement or Disability, as defined in paragraph (f) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4 or; and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) notice to Executive by the Holding Company of non-renewal of the term of this Agreement, (B) failure to re-elect or reelect or to re-appoint or reappoint Executive to as Vice President of the Executive Position, or to elect Executive to the Board of Directors of BankHolding Company, unless consented to by the Executive, (BC) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing of this Agreement (and any such material change shall be deemed a as continuing breach of this Agreement), unless consented to by Executive, (CD) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a unless consented to by Executive, (E) material reduction in the benefits benefits, arrangements or perquisites to Executive which is not general in nature and perquisitesapplicable on a nondiscriminatory basis to all employees of Forward Financial covered by such benefits, including Base Salaryarrangements, or perquisites or, pursuant to Section 3(b) of this Agreement, to which Executive does not consent or for which Executive is not or will not be provided the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the Bankeconomic benefit, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) ), (E), or (EF) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Section 7.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive Position, or to elect Executive to the Board of Directors of BankVice President and Chief Financial Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 20 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four calendar months6) full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination (A) Disability or Retirement, as defined in Section 6 hereof, (B) following a Change in Control, as defined in Section 5(a) hereof, or a termination (C) Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement Cause as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) Executive's resignation from the Bank's employ, upon any of the following: any:
(A) failure to elect or reelect or to appoint or reappoint Executive to as Senior Vice President and Chief Financial Officer during the Executive Position, or to elect Executive to the Board term of Directors this Agreement in accordance with Section 2(a) of Bank, unless consented to by the Executive, this Agreement,
(B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), hereof,
(C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), Agreement,
(D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or
(E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above), of this Section 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice which must be given by Executive within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months) months after the initial event giving rise to said right to elect, which termination by Executive shall be deemed to constitute an "Event of Termination." Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) of this Section 4(a).
(b) Upon the occurrence of an Event of Termination. No , on the Date of Termination, as defined in Section 8, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to the greater of the payments due for the remaining term of the Agreement or benefits two (2) times the average of the five preceding years' Base Salary, including bonuses and any other cash compensation paid to the Executive during each of such years, and the amount of any contributions made to any employee benefit plans, on behalf of the Executive, maintained by the Bank during such years; provided however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank's capital to be reduced below its minimum capital requirements, such payments shall be due deferred until such time as the Bank is in capital compliance. At the election of the Executive, which election is to be made on an annual basis during the Month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Bank, in its sole discretion, shall either (i) contribute the same amount as the Bank contributed prior to such Event of Termination towards the purchase for Executive of, or (ii) cause to be continued for Executive under this Agreement the Bank's existing employee benefit plans, life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination (provided nothing herein shall be deemed to require the Bank to contribute more towards such coverage than it contributed prior to such Event of Termination). Such coverage shall cease upon the termination expiration of Executive's employment except as provided in Section 4 the greater of (i) the remaining term of the Agreement or 5 hereof(ii) twenty-four (24) months.
Appears in 1 contract
Samples: Employment Agreement (American National Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, Retirement (as defined in paragraph (f) of this Section 4), termination governed by Section 5(a) hereof, of this Agreement or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement Cause as defined in Section 7 hereof, of this Agreement; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any (A) notice to Executive by the Holding Company of non-renewal of the following: term of this Agreement, (AB) failure to elect or reelect or to appoint or reappoint Executive as Chairman of the Board and Chief Executive Officer or failure to renominate Executive as a director of the Institution or Holding Company to the extent Executive Position, or to elect was previously serving as a director (unless Executive to the Board of Directors of Bank, unless consented to by the Executiveso consents), (BC) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement, (unless Executive so consents), (CD) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location effective date of the Bank's principal executive offices as of Agreement (unless Executive so consents), (E) reduction in the date benefits, arrangements and perquisites being provided to Executive pursuant to Section 3 of this Agreement, to which Executive does not consent or a material reduction in for which Executive is not or will not be provided the benefits and perquisites, including Base Salary, economic benefit pursuant to the Executive from those being provided as of the effective date Section 3(b) of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, (DF) a liquidation or dissolution of the BankHolding Company or the Institution, or (EG) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) ), (E), (F), or (E) G), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (Richmond County Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, upon Association’s employ for “Good Reason.” Good Reason shall include any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a cash amount equal to three (3) times the sum of the highest annual rate of Base Salary paid to Executive at any time under this Agreement and the highest rate of cash bonus awarded to Executive during the prior three years. Such amounts shall be paid to Executive in a single cash lump sum distribution within thirty (30) days following Executive’s Event of Termination.
(c) Upon the occurrence of an Event of Termination, the Association will provide at the Association’s expense, life insurance and non-taxable family medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Association for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Association employees. Such coverage shall continue for the remaining unexpired term of the Agreement.
(d) For purposes of this Section 4, “Event of Termination” shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Association and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
Samples: Employment Agreement (Flatbush Federal Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 11 and 19.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a7(a) hereof, or a termination for Cause, as defined in Section 8 10 hereof, or a termination upon Retirement as defined in Section 7 9 hereof, or a termination for disability as set forth in Section 6 8 hereof; and (ii) Executive's resignation from the BankAssociation's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause the Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankAssociation's principal executive offices office as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided specifically set forth in Section 4 or 5 hereofthis Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 14.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination (A) Disability or Retirement, as defined in Section 6 hereof, (B) following a Change in Control, as defined in Section 5(a) hereof, hereof or a termination (C) Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement Cause as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) Executive's written notice of resignation from the Bank's employ, upon employ for "Good Reason," which shall mean any of the following: :
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to Office set forth in Section 1 during the Board term of Directors this Agreement in accordance with Section 2(a) of Bankthis Agreement, unless consented to by the Executive, ,
(B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 abovehereof, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), writing,
(C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from the its location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), ,
(D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or
(E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above), of this Section 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than for Good Reason, provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days prior of the date the Bank received the written notice given from the Executive, provided that the cure period may be waived. If the Bank remedies the condition within a reasonable period of time such thirty (not 30) day cure period, then no Good Reason shall be deemed to exceedexist with respect to such condition. Notwithstanding the preceding sentence, except in case the event of a continuing breachbreach of this Agreement by the Bank, four calendar monthsExecutive, after giving due notice specified above, shall not waive any of his rights under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) after (A), (B), (C), (D) and (E) of this Section 4(a).
(b) Upon the event giving rise to said right to elect, which termination by Executive shall be occurrence of an Event of Termination. No , on the Date of Termination, as defined in Section 8(b), the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum distribution equal to the greater of:
(i) the payments due for the remaining term of the Agreement, or
(ii) three (3) times the average of the annualized Base Salary over the preceding three (3) years, including bonuses and any other cash compensation paid to the Executive during each of such years, and the amount of any benefits received pursuant to any employee benefit plans, on behalf of the Executive, maintained by the Bank during such period; provided however, that if the Bank is not in compliance with its minimum capital requirements or benefits if such payments would cause the Bank's capital to be reduced below its minimum capital requirements, such payments shall be due deferred until such time as the Bank is in capital compliance.
(iii) Upon the occurrence of an Event of Termination, all payments shall be made in a lump sum within thirty (30) days after the Date of Termination., provided however if the Executive is a "specified employee" (as defined in Treasury Regulation §1.409A-1(0), then, solely to the extent required to avoid penalties under Code Section 409A, such payment shall be delayed until the first day of the seventh month following the Executive's Date of Termination. Such payment(s) shall not be reduced in the event the Executive obtains other employment following termination of employment. Notwithstanding anything herein to the contrary, in the event of a Change in Control, as defined in Section 5 hereof, followed within one (1) year by an Event of Termination, any payments to the Executive under this Agreement upon the termination of Executive's employment except as provided shall be made in accordance with Section 4 or 5 hereof.
(c) Notwithstanding the provisions of Sections 4(a) and (b), and in the event that there has not been a Change in Control as defined in Section 5(a), upon the voluntary termination by the Executive upon giving sixty days notice to the Bank (which shall not be deemed to constitute an "Event of Termination" as defined herein), the Bank, at the discretion of the Board of Directors, may pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a severance payment in an amount to be determined by the Board of Directors at the time of such voluntary termination by the Executive. Such severance payment shall not exceed three (3) times the average of the annualized Base Salary over the preceding three (3) years or such shorter period as the Executive shall have been employed by the Bank, including bonuses and any other cash compensation paid to the Executive during such years, and the amount of any benefits received pursuant to any employee benefit plans, on behalf of the Executive, maintained by the Bank during such period; provided, however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance.
(d) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement.
(e) Upon the occurrence of an Event of Termination, the Bank shall honor the Joint Ownership Agreement and Addendum to Joint Ownership Agreement through the Joint Ownership Termination Date, and payments, if any, required to made under such agreements will be made pursuant to the same payment schedule that was in effect prior to the Date of Termination.
(f) For purposes of this Agreement, "Event of Termination" or "termination of employment" shall be construed to require a "Separation from Service" in accordance with Code Section 409A and the Treasury Regulations promulgated thereunder, such that the Bank and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to as Chairman of the Board of Directors and Chief Executive Officer of Bankthe Holding Company, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Bank shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of:
(i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive under for the remaining term of this Agreement upon had the termination Event of Termination not occurred; plus
(ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options, which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive's employment except , but in which Executive does not have a non-forfeitable or fully-vested interest as provided in Section 4 or 5 hereof.of the Date of Termination;
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 11 and 19.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a7(a) hereof, or a termination for Cause, as defined in Section 8 10 hereof, or a termination upon Retirement as defined in Section 7 9 hereof, or a termination for disability as set forth in Section 6 8 hereof; and (ii) Executive's resignation from the BankAssociation's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankthe Association, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankAssociation's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided specifically set forth in Section 4 or 5 hereofthis Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder Association for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Retirement), or a termination Section 7 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, Association’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, position set forth in Section 1,;
(B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 20 miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Time (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Association), ;
(D) a liquidation or dissolution of the Bank, or Association; or
(E) a material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Association shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Association may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to one times the sum of (i) Executive’s highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Event of Termination, plus (iii) the remaining Retention Payments that have not yet been paid. Such payment shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Association, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of Executive's employment this Agreement.
(c) Upon the occurrence of an Event of Termination, the Association shall provide, at the Association’s expense, for twelve months following such Event of Termination, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Association for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Association employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Association to penalties, then the Association shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical, dental and life insurance benefits, with such payment to be made within ten (10) days of the Event of Termination, or if later, the date on which the Association determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Association and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas President and Chief Operating Officer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Bank shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of:
(i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive under for the remaining term of this Agreement upon had the termination Event of Termination not occurred; plus
(ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options, which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive's employment except , but in which Executive does not have a non-forfeitable or fully-vested interest as provided in Section 4 or 5 hereof.of the Date of Termination;
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: :
(i) the involuntary termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than termination governed by Section 5 (Termination for Cause) or termination governed by Section 6 (Termination for Disability or death) or termination governed by Section 7 (Termination Upon Retirement), provided that such termination of employment is also a termination following a Change in Control, as defined in “Separation from Service” within the meaning of Section 5(a4(h) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) Executive's ’s voluntary resignation from the Bank's employ, upon ’s employ for any of the following: following reasons:
(A) the failure to elect or reelect or to appoint or reappoint Executive to the position set forth under Section 1 or, if Executive Positionis also a director of the Bank or its holding company (the “Holding Company”) as of the date hereof, failure to re-nominate Executive as a director of the Bank or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, Holding Company as applicable;
(B) a material change in Executive's function’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), ;
(C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 twenty-five (25) miles from its location at the location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or ;
(D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date later of the Effective Date or any subsequent Anniversary Date of this Agreement (except for any reduction that is part of Agreement, other than an employee-wide reduction in pay or benefits), ;
(DE) a liquidation or dissolution of the Bank, or ; or
(EF) a material breach of this Agreement by the BankBank or the Holding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time ninety (not to exceed, except in case of a continuing breach, four calendar months90) days after the event giving rise to said right to elect. The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, which provided that the Bank may elect to waive such thirty (30) day period. Notwithstanding the preceding sentence, in the event of a continuing breach of this Agreement by the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights under this Agreement and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) or (F) above.
(iii) (A) Executive’s involuntary termination by Executive the Bank (or any successor thereto) on the effective date of, or at any time following, a Change in Control, or (B) Executive’s resignation from the employment with the Bank (or any successor thereto) following a Change in Control as a result of any event described in Section 4(a)(ii)(A), (B), (C), (D), or (F) above. For these purposes, a “Change in Control” shall mean a change in control of the Bank or the Holding Company of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the Bank’s employee stock ownership plan or trust, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Holding Company or Bank representing 25% or more of the combined voting power of the Holding Company’s or Bank’s outstanding securities; or (b) individuals who constitute the Board of Directors of the Bank or the Holding Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors of the Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Holding Company or similar transaction in which the Bank or Holding Company is not the surviving institution occurs; provided, however, that, to the extent necessary to comply with Code Section 409A, “Change in Control” shall instead have the meaning set forth in Code Section 409A and the regulations and other guidance published thereunder.
(b) Upon the occurrence of an Event of Termination under Sections 4(a) (i) or (ii), on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3(a) and 3(b), if he had continued his employment with the Bank for the remainder of the term of this Agreement (but in any event, such term shall not exceed thirty-six (36) months), and had earned the maximum bonus or incentive award in each calendar year that ends during such term; and (iv) the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank as if Executive had continued his employment with the Bank for the remainder of the term of this Agreement (but in any event, such term shall not exceed thirty-six (36) months), based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, except as otherwise provided herein. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination under Section 4(a)(iii), on the Date of Termination, as defined in Section 9(b), the Bank shall be obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, an amount equal to the sum of: (i) his earned but unpaid salary as of the date of his termination of employment with the Bank; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank or Holding Company’s officers and employees; (iii) the remaining payments that Executive would have earned, in accordance with Sections 3 (a) and (b), if he had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, and had earned the maximum bonus or incentive award in each calendar year that ends during such term; and (iv) the annual contributions or payments that would have been made on Executive’s behalf to any employee benefit plans of the Bank or the Company as if Executive had continued his employment with the Bank for a thirty-six (36) month period following his termination of employment, based on contributions or payments made (on an annualized basis) at the Date of Termination. Any payments hereunder shall be made in a lump sum within thirty (30) days after the Date of Termination, except as otherwise provided herein. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(d) Upon the occurrence of an Event of Termination under Section 4(a)(i), (ii) or (iii), the Bank will cause to be continued, at the Bank’s expense, non-taxable medical coverage substantially identical to the coverage maintained by the Bank for Executive and his family prior to Executive’s termination. Such coverage shall continue at the Bank’s expense for the remainder of the term of this Agreement following the Date of Termination.
(e) Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate payments or benefits to be made or afforded to Executive under this Section constitute an “excess parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended, (“Code”) or any successor thereto, and in order to avoid such a result, Executive’s benefits hereunder shall be reduced, if necessary, to an amount, the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s “base amount,” as determined in accordance with Section 280G. The allocation of the reduction required hereby shall be determined by Executive, or in the event such allocation violates Code Section 409A, the reduction required hereby shall be made pro-rata.
(f) In the event the Executive resigns for any reason other than an Event of Termination (as described in Section 4), Termination for Just Cause (as described in Section 5), Termination for Disability or Death (as described in Section 6) or Termination Upon Retirement (as described in Section 7), all obligations of the Bank hereunder shall immediately cease upon the date of such resignation.
(g) Notwithstanding the foregoing, to the extent required by regulations or interpretations of the Office of Thrift Supervision, all severance payments under the Agreement shall not exceed three (3) times the Executive’s average annual compensation (as defined in such regulations or interpretations) over the most recent five (5) taxable years.
(h) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 36 months immediately preceding the Event of Termination. No payments or benefits For all purposes hereunder, the definition of Separation from Service shall be due interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to Executive be made under sub-paragraph (b) or (c) of this Agreement upon the termination of Executive's employment except as provided in Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 14.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: :
(i) the termination by the Bank of Executive's full-time ’s employment hereunder for any reason other than a termination (A) Disability or Retirement, as defined in Section 6 hereof, (B) following a Change in Control, as defined in Section 5(a) hereof, hereof or a termination (C) Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement Cause as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) Executive's ’s written notice of resignation from the Bank's employ, upon ’s employ for “Good Reason,” which shall mean any of the following: :
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to Office set forth in Section 1 during the Board term of Directors this Agreement in accordance with Section 2(a) of Bankthis Agreement, unless consented to by the Executive, ,
(B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 abovehereof, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), writing,
(C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from the its location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or payor benefits), ,
(D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or
(E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above), of this Section 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than for Good Reason, provided, however, that prior to any termination of employment for Good Reason, the Executive must first provide written notice to the Bank within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Bank shall thereafter have the right to remedy the condition within thirty (30) days prior of the date the Bank received the written notice given from the Executive, provided that the cure period may be waived. If the Bank remedies the condition within a reasonable period of time such thirty (not 30) day cure period, then no Good Reason shall be deemed to exceedexist with respect to such condition. Notwithstanding the preceding sentence, except in case the event of a continuing breachbreach of this Agreement by the Bank, four calendar monthsExecutive, after giving due notice specified above, shall not waive any of his rights under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) after (A), (B), (C), (D) and (E) of this Section 4(a).
(b) Upon the event giving rise to said right to elect, which termination by Executive shall be occurrence of an Event of Termination. No , on the Date of Termination, as defined in Section 8(b), the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance payor liquidated damages, or both, a lump sum distribution equal to the greater of:
(i) the payments due for the remaining term of the Agreement, or
(ii) three (3) times the average of the annualized Base Salary over the preceding three (3) years, including bonuses and any other cash compensation paid to the Executive during each of such years, and the amount of any benefits received pursuant to any employee benefit plans, on behalf of the Executive, maintained by the Bank during such period; provided however, that if the Bank is not in compliance with its minimum capital requirements or benefits if such payments would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be due deferred until such time as the Bank is in capital compliance.
(iii) Upon the occurrence of an Event of Termination, all payments shall be made in a lump sum within thirty (30) days after the Date of Termination, provided however if the Executive is a “specified employee” (as defined in Treasury Regulation § 1.409A-1(i)), then, solely to the extent required to avoid penalties under Code Section 409A, such payment shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. Such payment(s) shall not be reduced in the event the Executive obtains other employment following termination of employment. Notwithstanding anything herein to the contrary, in the event of a Change in Control, as defined in Section 5 hereof, followed within one (I) year by an Event of Termination, any payments to the Executive under this Agreement upon the termination of Executive's employment except as provided shall be made in accordance with Section 4 or 5 hereof.
(c) Notwithstanding the provisions of Sections 4(a) and (h), and in the event that there has not been a Change in Control as defined in Section 5(a), upon the voluntary termination by the Executive upon giving sixty days notice to the Bank (which shall not be deemed to constitute an “Event of Termination” as defined herein), the Bank, at the discretion of the Board of Directors, may pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a severance payment in an amount to be determined by the Board of Directors at the time of such voluntary termination by the Executive. Such severance payment shall not exceed three (3) times the average of the annualized Base Salary over the preceding three (3) years or such shorter period as the Executive shall have been employed by the Bank, including bonuses and any other cash compensation paid to the Executive during such years, and the amount of any benefits received pursuant to any employee benefit plans, on behalf of the Executive, maintained by the Bank during such period; provided, however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank’s capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance.
(d) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life insurance and non-taxable medical and dental coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall cease upon the expiration of the remaining term of this Agreement.
(e) Upon the occurrence of an Event of Termination, the Bank shall honor the Joint Ownership Agreement and Addendum to Joint Ownership Agreement through the Joint Ownership Termination Date, and payments, if any, required to made under such agreements will be made pursuant to the same payment schedule that was in effect prior to the Date of Termination.
(f) For purposes of this Agreement, “Event of Termination” or “termination of employment” shall be construed to require a “Separation from Service” in accordance with Code Section 409A and the Treasury Regulations promulgated thereunder, such that the Bank and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 16.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Association or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, disability, as defined in Section 6(a) hereof, retirement, as defined in Section 7 hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankAssociation's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the ExecutiveVice President and Chief Financial Officer, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, (D) a liquidation or dissolution of the BankAssociation or Holding Company, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereofamended (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 twenty-five (25) miles from the location of the Bank's principal executive offices such office as of the date of this Agreement, or Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence);
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid during the prior year, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of Executive's employment except as provided in this Agreement (the “Release”), and (ii) the payments and benefits under this Section 4 shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law, provided further, that if the 30-day period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Code, the payments and benefits will be paid, or 5 hereofcommence, in the second calendar year.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in governed by Section 7 hereof, of this Agreement; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, upon upon, any of the following: (A) failure notice to elect or reelect or to appoint or reappoint Executive to of non-renewal of the Executive Position, or to elect Executive to the Board term of Directors of Bank, unless consented to by the Executive, this Agreement (B) a failure to reappoint Executive as President and Chief Executive Officer, (C) material change in Executive's ’s function, duties, duties or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause Executive's position ’s position(s) to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 twenty-five (25) miles from its location at the location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for any reduction that is part in Section 3(g) of an employee-wide reduction in pay or benefitsthis Agreement), (DF) a liquidation or dissolution of the Company or the Bank, or (EG) material breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E), (F) or (E) G), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four 6) full calendar months) months after the event giving rise to said Executive’s right to electelect to terminate her employment.
(b) Upon Executive’s termination from employment in accordance with paragraph (a) of this Section 4, which termination by Executive on the Date of Termination, as defined in Section 8 of this Agreement, the Bank shall be obligated to pay Executive, or, in the event of her death following the Date of Termination, her beneficiary or beneficiaries, or her estate, as the case may be, an amount equal to the sum of: (i) the base salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive’s then current base salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock 4 awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination plus (iii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. No At the election of Executive, which election is to be made prior to the Date of Termination, such payments or benefits shall be due made in a lump sum. In the event that no election is made, payment to Executive under will be made on a monthly basis in approximately equal installments during the remaining unexpired term of this Agreement upon Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive's ’s termination of employment except in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Company or the Bank continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or her dependents participates as provided of the date of the Event of Termination (each being a “Welfare Plan”), Executive and her covered dependents shall continue participating in Section 4 such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) her death; (ii) her employment by another employer other than one of which she is the majority owner; or 5 hereof(iii) the end of the remaining term of this Agreement. If the Company or the Bank does not offer the Welfare Plans at any time after the Event of Termination, then the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) her death; (ii) her employment by another employer other than one of which she is the majority owner; or (iii) the end of the remaining term of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination by the Bank Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Controldue to “Disability” or death, as defined set forth in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, 6; or a termination upon Retirement “Retirement,” as defined in Section 7 hereof, or a termination for disability “Cause,” as set forth defined in Section 6 hereof8; and and
(ii) Executive's ’s voluntary resignation from the Bank's employ, upon within two years after any of the following: , unless consented to by Executive (where any vote by Executive in performance of his duties as a member of the Board in favor of such action shall constitute express consent of Executive to such action):
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement by the Bank); provided, however, that (i) a regulatory action which alters Executive's duties, or (ii) a failure to re-elect Executive to the Board shall not constitute an Event of Termination under this Agreement and any change to Executive’s duties as an officer or director of any affiliate does not constitute an Event of Termination under this Agreement), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 50 miles from the location of the Bank's principal executive offices as of the date of this AgreementJacksonville, or Florida;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefits), benefits that is generally applicable to officers or employees of the Employer) or;
(D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the BankEmployer. Upon the occurrence of any event described in clauses clause (ii) above (A“Good Reason”), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation within ninety (90) days after the initial occurrence of such condition upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed sixty (60) days) after the initial event giving rise to said the right to elect; provided, which however, that the Employer shall be given at least thirty (30) days to remedy the condition before the Executive terminates employment. Such voluntary termination for Good Reason by Executive shall be an Event of Termination. No payments .
(b) Upon the occurrence of an Event of Termination, the Employer shall pay Executive, or, in the event of his subsequent death, his beneficiary or benefits shall be due beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum in cash (net of applicable taxes) equal to three (3) times (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement and (ii) the highest annual bonus and non-equity incentive compensation paid to the Executive over the most recent three (3) calendar years prior to the Event of Termination; provided however, that, to the extent required by regulations or interpretations of the Office of Thrift Supervision, all severance payments under the Agreement shall be reduced not to exceed three (3) times Executive’s average annual compensation (as defined in such regulations or interpretations) over the most recent five (5) taxable years. Such payment shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, in the event Executive is a “Specified Employee” (as defined in the Internal Revenue Code (the “Code”) Section 409A and the regulations thereunder) to the extent required under Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Event of Termination.
(c) Upon the occurrence of an Event of Termination, the Employer shall provide at the Employer’s expense, life and disability insurance coverage and non-taxable medical and dental insurance coverage substantially comparable to the coverage maintained by the Employer for Executive and his family prior to the Event of Termination, except to the extent such coverage may be changed in its application to all of the Employer’s employees. Such coverage shall cease upon the termination earlier of (i) thirty-six (36) months following the Event of Termination or (ii) Executive's employment except as provided in Section 4 ’s obtaining substantially similar coverage (whether or 5 hereofnot elected) from a new employer.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: :
(i) the termination by the Bank of Executive's ’s full-time employment (including the Bank giving a notice of non-renewal pursuant to Section 2(a), above) hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a5 (Termination for Just Cause) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in governed by Section 6 hereof(termination due to Disability or death); and or
(ii) Executive's ’s resignation from the Bank's employ, upon ’s employ for any of the following: following reasons:
(A) the failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, position set forth under Section 1;
(B) a material change in Executive's function’s functions, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), Section 1;
(C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 thirty (30) miles from its location at the location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or ;
(D) a material reduction in the benefits and perquisites, including Base Salary, or perquisites to the Executive from those being provided as of the effective date later of the Effective Date or any subsequent Anniversary Date of this Agreement (except for any Agreement, other than an immaterial reduction that is in benefits or perquisites as part of an employee-wide reduction in pay such benefits or benefits), perquisites;
(DE) a liquidation or dissolution of the Company or the Bank, or ; or
(EF) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) ), (E), or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice Notice of Termination, as defined in Section 9(a), given within a reasonable period of time ninety (not to exceed, except in case of a continuing breach, four calendar months90) days after the event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by Executive the Bank, Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall be an Event not waive any of Termination. No payments or benefits shall be due to Executive his rights under this Agreement upon and this Section solely by virtue of the fact that Executive has submitted his resignation, provided Executive has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D), (E), or (F) above. The Bank shall have at least thirty (30) days to remedy any condition set forth in clause (ii)(A) through (F), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder.
(iii) (A) Executive’s involuntary termination by the Bank or the Company (or any successor thereto) (including by giving a notice of non-renewal pursuant to Section 2(a), above) on the effective date of, or at any time following, a Change in Control, or (B) Executive's ’s resignation from the employment except with the Bank or the Company (or any successor thereto) (1) within the period beginning with the approval of a Change in Control by the Board of Directors of the Bank or the Company and ending 90 days following a Change in Control or (2) as provided a result of any event described in Section 4 4(a)(ii)(A), (B), (C), (D), (E), or 5 (F) above at any time after a Change in Control. For these purposes, a “Change in Control” shall mean a change in control of the Bank or the Company of a nature that: (i) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or (b) individuals who constitute the Board of Directors of the Company on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least a majority of the directors of the Board, shall be, for purposes of this clause (b), considered as though he or he were a member of the Incumbent Board; or (c) consummate a reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs.
Appears in 1 contract
Samples: Employment Agreement (First Clover Leaf Financial Corp.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof409A of the Internal Revenue Code (“Code”); or
(ii) Executive’s resignation from the Bank’s employ upon any of the following, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability unless consented to by Executive:
(A) failure to appoint Executive to an executive position as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the than an executive position and attributes thereof as described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ; provided that the appointment of Executive to a different executive position shall not constitute Good Reason;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 20 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be equal to the highest bonus paid at any time during the prior three years. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive's , or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all full time Bank employees.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
Samples: Employment Agreement (West End Indiana Bancshares, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Section 7.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii11) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as the Executive Position, or to elect Executive to Chairman of the Board of Directors of the Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 20 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four calendar months6) full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereofamended (the “Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 twenty-five (25) miles from the location of the Bank's principal executive offices such office as of the date of this Agreement, or Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence);
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior two years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of Executive's employment except as provided in this Agreement (the “Release”), and (ii) the payments and benefits under this Section 4 shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law, provided further, that if the 30-day period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Code, the payments and benefits will be paid, or 5 hereofcommence, in the second calendar year.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Company’s and the Bank's ’s employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as of the Executive PositionCompany and the Bank, or to elect nominate (and as to the Bank, elect) Executive to the Board of Directors of BankBank and the Company, unless consented to by the Executive or resulting from the Executive’s refusal to stand for election, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change not agreed to in writing shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's ’s principal executive offices as of the date of this AgreementInitial Effective Date, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Initial Effective Date (except for any reduction that is part of an employeeemployer-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankBank or the Company, or (E) material breach of this Agreement by the Company or the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Company shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, (i) his earned but unpaid Base Salary through the date of termination, to be paid not later than the date on which such Base Salary would ordinarily have been paid, (ii) the annual bonus (if any) to which he is entitled under any cash-based annual bonus or performance compensation plan in effect for the year in which his termination occurs, to be paid at the same time and on the terms and conditions (including but not limited to achievement of performance goals) applicable under the relevant plan, (iii) the benefits (if any) due to the Executive as a former employee other than pursuant to this Agreement under the Bank’s and the Company’s compensation and benefits plans (the items described in Sections 4(b)(i), (ii) and (iii), the “Standard Termination Entitlements”) and (iv) as severance pay or liquidated damages, or both, a cash amount equal to the greater of the payments due for the remaining term of the Agreement, or three (3) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, and (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the Event of Termination, or (y) the cash bonus paid to Executive with respect to the last fiscal year ended prior to the Event of Termination (the item described in Section 4(b)(iv), the “Additional Severance Payment”). At the election of the Executive, which election is to be made in writing on or before December 31, 2008 and is irrevocable after December 31, 2008, the Additional Severance Payments that are due after December 31, 2008 shall be made in a lump sum on, or paid quarterly during the remaining term of the Agreement beginning on, the Executive’s termination. In the event that no election is made or applicable, the Additional Severance Payment to the Executive will be made in a lump sum without reduction for present value. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Company or the Bank will cause to be continued life, medical, dental and disability coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Company and the Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank and Company employees. Such coverage shall cease thirty-six (36) months following the Event of Termination. To the extent the Company or the Bank determines in good faith it is not practicable to provide in-kind coverage, it shall pay directly to the insurance carrier the premium, or reimburse the Executive for his direct out-of-pocket cost, for comparable coverage obtained by the Executive on his own. Each such reimbursement payment shall be made promptly on submission of an itemized account of the Executive’s reimbursable expense in such form as the Bank or the Company may reasonably require and in any event not later than the last day of the calendar year following the calendar year in which the expense was incurred. Each reimbursement payment shall include an additional amount calculated by the Bank or the Company in its reasonable discretion to reflect the aggregate amount of federal, state and local income and payroll taxes incurred by the Executive with respect to the reimbursement payment.
Appears in 1 contract
Samples: Employment Agreement (Provident Financial Services Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following than, (A) Disability or Retirement as defined in Section 6 below, (B) a Change in Control, as defined in Section 5(a) hereof, or a termination (C) for Cause, as defined in Section 8 hereof, or a termination upon Retirement Termination for Cause as defined in Section 7 hereof, ; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executiveas President and Chief Operating Officer, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), above (C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, (D) a liquidation or dissolution of the BankBank or Holding Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (Aii)(A), (B), (C), (D) or Or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months) months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by Executive the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall be an Event not waive any of Termination. No payments or benefits shall be due to Executive his rights solely under this Agreement upon the termination of Executive's employment except as provided in and this Section 4 or 5 hereofby virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that benefits shall be provided either under Section 4 or Section 5 (related to a Change in Control), but not both, such that to the extent the Executive has received payments under one of those Sections, the Executive shall not receive payments under the other of those Sections. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a "Change in Control, ," as defined in Section 5(a) hereof5, a termination for death or "Disability," as set forth in Section 6, a termination upon "Retirement," as defined in Section 7, or a termination for "Cause, ," as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof8; and and
(ii) Executive's resignation from the Bank's employ, employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's principal place of employment to a location that is more than 25 50 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) 30 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months90 days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination; provided, however, that the Bank shall have at least 30 days to remedy the situation. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof5.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum in cash equal to three times the sum of (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the highest bonus paid to Executive with respect to the three most recently completed fiscal years prior to the Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, in the event Executive is a "Specified Employee," as defined in Internal Revenue Code ("Code") Section 409A, then, to the extent required to comply with Code Section 409A, no payment shall be made to Executive prior to the first day of the seventh month following the Event of Termination.
(c) Upon the occurrence of an Event of Termination, the Bank shall provide at the Bank's expense, life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease thirty-six (36) months following the Event of Termination. The period for group health care continuation coverage rights under COBRA shall not begin until the expiration of such thirty-six (36) month period.
Appears in 1 contract
Samples: Employment Agreement (Beacon Federal Bancorp, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlgoverned by Section 5(a), for Disability, as defined in Section 5(a) 7 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankInstitution's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Senior Vice President and Finance and Operations, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 thirty (30) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankInstitution or Holding Company, or (EF) material breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in the case of a continuing breach, four (4) calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive Position, or to elect Executive to the Board of Directors of BankVice President, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Bank shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be an amount equal to the sum of:
(i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive under for the remaining term of this Agreement upon had the termination Event of Termination not occurred; plus
(ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options, which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive's employment except , but in which Executive does not have a non-forfeitable or fully-vested interest as provided in Section 4 or 5 hereof.of the Date of Termination;
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlthan, Retirement, (as defined in paragraph (f) of this Section 4), termination governed by Section 5(a) hereofof this Agreement, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereofof this Agreement; and (ii) Executive's resignation from the BankHolding Company's employ, upon any (A) notice to Executive by the Holding Company of non-renewal of the following: term of this Agreement, (AB) failure to elect or reelect or to appoint or reappoint Executive as [Title] of the Holding Company, failure to the Executive Position, elect or reelect or to elect appoint or reappoint Executive as [Title] of the Bank, or, failure to nominate or reelect Executive to the Board of Directors of the Holding Company or Bank, unless consented Executive consents to by the Executiveany such event, (BC) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing above (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's principal place of employment to a location that is by more than 25 thirty-five (35) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites available to Executive to which Executive does not consent or for which Executive is not or will not be provided the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)economic benefit pursuant to Section 3(b) hereof, (DE) a liquidation or dissolution of the BankBank or the Holding Company, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (Connecticut Bancshares Inc/De)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, death, retirement (as defined in the Bank’s employee handbook) or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas [ ], unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, (D) a liquidation or dissolution of unless consented to by the BankExecutive, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) ), or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect; provided, which termination however, an Event of Termination shall not be deemed to have occurred if, during such sixty (60) day notice period, the circumstances giving grounds to the Event of Termination are cured in a manner determined by Executive shall the Executive, in his discretion, to be satisfactory.
b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Bank shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive under would have earned if he had continued working for the Institution during the remaining unexpired term of this Agreement upon at the Executive’s Base Salary at the Date of Termination; (ii) the amount equal to the annual value of the additional employer-derived contributions that would have been credited directly to the Executive’s accounts under the tax-qualified 401(k) plan, employee stock ownership plan and all nonqualified benefit plans that Executive would have earned if he had continued working for the Institution during the remaining unexpired term of this Agreement, where such amounts are calculated by multiplying the last annual amount credited to the Executive’s account under each of these plans by the remaining unexpired term of this Agreement; (iii) the portion, if any, of the compensation earned by the Executive through the date of the termination of his employment with the Institution which remains unpaid as of such date, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after the Executive's ’s termination of employment; and (iv) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained by the Institution for their officers and employees; provided, however, that any payments pursuant to this subsection and subsection 4(c) below shall not, in the aggregate, exceed three times Executive’s average annual compensation for the five most recent taxable years that Executive has been employed by the Bank or such lesser number of years in the event that Executive shall have been employed by the Bank for less than five years. In the event the Bank is not in compliance with its minimum capital requirements or if such payments pursuant to this subsection (b) would cause the Bank’s capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Bank or successor thereto is in capital compliance. At the election of the Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum within thirty (30) days following the Date of Termination. In the event that no election is made, payment to the Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement with no present value applied. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank or the Holding Company for Executive prior to his termination at no premium cost to the Executive, except to the extent such coverage may be changed in its application to all Bank or Holding Company employees. Such coverage shall cease upon the expiration of the remaining term of this Agreement. The Bank and Executive hereby stipulate that the damages which may be incurred by Executive following any such termination of employment are not capable of accurate measurement as provided of the date first above written and that the payments and benefits contemplated by Sections 4(b) and (c) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Executive’s efforts, if any, to mitigate damages. The Bank and Executive further agree that the Bank may condition the payments and benefits (if any) due under Sections 4(b)(i), 4(b)(ii), and 4(c) on the receipt of Executive’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Holding Company, the Bank or any subsidiary or affiliate of either of them and the execution of an effective release of claims against the Holding Company, the Bank and their affiliates in Section 4 or 5 hereofa form to be prescribed by the Bank.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankAssociation's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of BankAssociation, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankAssociation's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (Flatbush Federal Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), or a termination Section 7 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 20 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be equal to the highest bonus paid at any time during the prior three years. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive's , or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all full time Bank employees.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
Samples: Employment Agreement (West End Indiana Bancshares, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control(A) Disability or Retirement, as defined in Section 5(a) hereof5 below, or a termination (B) Termination for Cause, Cause as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) Executive's resignation from the Bank's employ, upon any of the following: any
(A) failure to elect or reelect or to appoint or reappoint Executive to the as President and Chief Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, Officer,
(B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), ,
(C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), Agreement,
(D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or
(E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months) months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.
(iii) Executive's voluntary resignation from the Bank's employ on the effective date of, or at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Bank Holding Company Act of 1956, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the "BHCA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the Plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.
(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the sum of (i) Base Salary and (ii) the highest rate of bonus awarded to the Executive during the prior three years. No At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall continue for 36 months from the Date of Termination.
(d) Notwithstanding the preceding paragraphs of this Section 4, in the event that:
(i) the aggregate payments or benefits shall to be due made or afforded to Executive under this Agreement upon said paragraphs (the termination "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of Executive's employment except the Code or any successor thereto, and
(ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto. then the Termination Benefits to be paid to Executive shall be so reduced so as provided in Section 4 or 5 hereofto be a Non-Triggering Amount.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, employ upon any of the following: (A) failure to elect or reelect or on the part of the Holding Company to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executiveas President, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, coupled with a material reduction in the benefits and perquisites being provided to which Executive has not agreed immediately preceding the change in writing (and any such material change shall be deemed a continuing breach of this Agreement)Executive's functions, duties or responsibilities unless consented to by the Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 15 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankHolding Company or its Subsidiaries, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability Disability as set forth in Section 6 6(a) hereof; and (ii) to the extent permitted under Code Section 409A, Executive's ’s resignation from the Bank's employ, upon ’s employ for “Good Reason.” Good Reason shall mean any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Salary (except for any reduction that is part of an employee-wide reduction in pay or benefits), or (D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty within ninety (3090) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsdays) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. The Bank shall have at least (30) days to remedy any condition set forth in clause (ii) (A) through (D), provided, however, that the Bank shall be entitled to waive such period and make an immediate payment hereunder. If the Bank remedies the condition within such thirty (30) day cure period, then no Good Reason shall be deemed to exist with respect to such condition. If the Bank does not remedy the condition within such thirty (30) day cure period, then Executive may deliver a Notice of Termination, as defined in Section 9(c) below, for Good Reason at any time within sixty (60) days following the expiration of such cure period. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash amount equal to one and one-half times the sum of the highest annual rate of Base Salary paid to Executive at any time under the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment, and shall be payable within thirty (30) days following the Executive’s Event of Termination. Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), then, solely, to the extent required to avoid penalties under Code Section 409A, the Executive’s payment under this Section 4(b) shall be delayed until the first day of the seventh month following the Executive ‘s Event of Termination. A “Specified Employee” shall be interpreted to comply with Code section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof) but an individual shall be a “Specified Employee” only if the Bank or Company is or becomes a publicly traded company.
(c) Upon the occurrence of an Event of Termination, the Bank will provide at the Bank’s expense, life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Bank for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees. Such coverage shall cease 18 months following the Event of Termination. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the cost of such nontaxable life, medical and dental insurance, with such payment to be made by lump sum within thirty (30) business days of the Event of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) Upon the occurrence of an Event of Termination, any non-vested stock options granted to Executive under any stock option plan or restricted stock plan of the Bank will fully vest.
(e) For purposes of this Agreement, “Event of Termination” as used herein shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, such that the Bank and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 24-month period.
Appears in 1 contract
Samples: Employment Agreement (Generations Bancorp NY, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-full- time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionas Chief Financial Officer, or to elect Executive to the Board of Directors of BankTreasurer and Corporate Secretary, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four 6) full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Holding Company shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the Base Salary and bonuses in accordance with Sections 3(a) and 3(b); respectively, that would have been paid to Executive under for the remaining term of this Agreement had the Event of Termination not occurred, plus the value as calculated by a recognized firm customarily performing such valuation, of any stock options or related rights which as of the Date of Termination have been granted to Executive but are not exercisable by Executive and the value of any restricted stock or related rights which have been granted to Executive; but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; and; and (ii) all benefits, including health insurance in accordance with Section 3(c) that would have been provided to Executive for the remaining term of the this Agreement had an Event of Termination not occur At the election of the Executive, which election is to be made upon an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to the Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to her termination at no premium cost to the Executive. Such coverage shall cease upon the termination expiration of Executive's employment except as provided in Section 4 or 5 hereofthe remaining term of this Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement . as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankInstitution's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive Position, or to elect Executive to the Board of Directors of BankVice President and Chief Financial Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, . or scope from the position and attributes thereof described in Sections 1 and 2 Section 1. above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreementagreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the Bank, Institution or Holding Company or (EF) material breach of this Agreement by the BankInstitution. Upon the occurrence Occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Institution shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, in a lump sum payment in an amount equal to the sum of: (i) the amount of the remaining payments that the Executive would have earned if he had continued his employment with the Institution during the remaining term of this Agreement at the Executive's Base Salary at the Date of Termination and (ii) the amount equal to the annual contributions that would have been made on Executive's behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination; provided, however, payments pursuant to this subsection and subsection 4(c) below shall not, in the aggregate, exceed (3) three times Executive's average annual compensation for the five most recent taxable years that Executive has been employed by the Institution or such lesser number of years in the event that Executive shall have been employed by the Institution for less than five years. In the event the Institution is not in compliance with its minimum capital requirements or if such payments pursuant to this subsection (b) would cause the Institution's capital to be reduced below its minimum regulatory capital requirements, such payments shall be deferred until such time as the Institution or successor thereto is in capital compliance. In the event that no election is made, payment to Executive under this Agreement will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Institution will cause to be continued life, long term disability, medical, health and dental coverage substantially identical to the coverage that is then maintained by the Institution or the Holding Company for Executive and his eligible dependents immediately prior to his termination as agreed to by the insurance carrier at no premium cost to the Executive, except to the extent such coverage may be changed in its application to all Institution or Holding Company employees. Such coverage shall cease upon the termination expiration of Executive's employment except as provided in Section 4 or 5 hereofthe remaining term of this Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Institution or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlgoverned by Section 5(a), for Disability, as defined in Section 5(a) 7 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankInstitution's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as President and Chief Executive PositionOfficer, or failure to nominate or elect or re-elect Executive to the Board of Directors of BankDirectors, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 thirty (30) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankInstitution or Holding Company, or (EF) material breach of this Agreement by the BankInstitution. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in the case of a continuing breach, four (4) calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined in this Agreement) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section governed by Subsection 5(a) hereofof this Agreement, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereofof this Agreement; and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as Chairman of the Board, President and Chief Executive Position, or to elect Executive to the Board of Directors of BankOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), unless consented to by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF), above, the Holding Company shall have the opportunity to cure the breach within thirty (30) abovedays after receiving notice from Executive that an Event of Termination had occurred. If the Holding Company does not cure the event or circumstance constituting an Event of Termination within the time period prescribed in this Subsection 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereofthereafter.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, retirement in accordance with the Bank's pension plan or a termination upon Retirement Disability as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof7; and (ii) Executive's resignation from the Bank's employ, in the manner set forth below, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as a director and the Chief Executive Position, or to elect Executive to Officer and President of the Board of Directors of Bank, Bank unless consented to by the Executive, (B) a material change changes in Executive's functionfunctions, duties, duties or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 50 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a unless consented to by the Executive, (D) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the Bank or in the event of any governmental confiscation of the net worth of the Bank, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, for Disability as defined in Section 7 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive Position, Vice President or to elect Executive to the Board of Directors of BankChief Operating Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "Event of Termination" '' shall mean and include any one or more of the following: :
(i) the involuntary termination by the Bank of Executive's full-time employment hereunder by the Employer for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a "Separation from Service" within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code ("Code"); and or
(ii) Executive's resignation from the BankEmployer's employ, employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Employer), ;
(CB) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankEmployer's principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Salary (except for any reduction that is part of an employee-wide a reduction in pay that is generally applicable to officers or benefitsemployees of the Employer), ;
(D) a liquidation or dissolution of the Bank, or Employer; or
(E) a material breach of this Agreement by the BankEmployer. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for "Good Reason" upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Employer shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Employer may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Employer shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to two times the sum of (i) Executive's highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the average of the bonuses earned in the two fiscal years immediately preceding the year in which the Event of Termination occurs (including any bonus(es) paid by Allegheny Valley Bank). Such payments shall be paid in a lump sum on the 30th day following the Executive's Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Employer, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (the "Release"), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's employment Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Employer shall provide, at the Employer's expense, nontaxable medical (including any employer contributions to a health savings account), health, vision and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Employer for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Employer's employees for: (i) the remaining term of the Agreement but not to exceed eighteen (18) months, and (ii) if the remaining term of the Agreement is more than eighteen (18) months, the Employer shall, in addition to providing continued insurance coverage for eighteen(18) months, make a cash payment to the Executive in an amount equal to the product of (x) the monthly premium (including any employer contributions to a health savings account) in effect as of the date of the Event of Termination for the level of coverage in effect for Executive under the Employer's group health plans, times (y) the number of months in the remaining term of the Agreement that exceed eighteen (18), with such payment made at the same time cash severance is paid under Section 4(b). Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the premiums for such nontaxable medical, health, vision and dental coverage, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) For purposes of this Agreement, a "Separation from Service" shall have occurred if the Employer and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of Section 4 or sub-paragraph (c) or (d) of Section 5 hereofshall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive's Separation from Service.
Appears in 1 contract
Samples: Employment Agreement (Standard AVB Financial Corp.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined below) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereofof this Agreement, or a termination for Termination for Cause, as defined in Section 8 hereof, 7 of this Agreement; or a termination upon Retirement (as defined in paragraph (e) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4); and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Senior Vice President, unless consented to by the ExecutiveExecutive so consents, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which unless Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)so consents, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless Executive so consents, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless Executive so consents, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) unless consented to by the Executive, failure to elect or reelect or to appoint or reappoint Executive as [TITLE] or failure to nominate or renominate Executive as a Director of the Institution or Holding Company to the extent Executive Position, or to elect Executive to was serving as a Director as of the Board date of Directors of Bank, unless consented to by the Executivethis Agreement, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (D) a relocation of Executive's principle place of employment by more than 25 miles from his location immediately prior to the Event of Termination, (E) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: :
(i) the termination by the Bank Employer of the Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, (A) Disability as defined in Section 5(a) hereof5 below, or a termination (B) Termination for Cause, Just Cause as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) the Executive's ’s resignation from the Bank's Employer’s employ, upon any of the following: following (“Good Reason”):
(A) reduction in the Executive’s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control,
(B) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionas Chief Operating Officer, Chief Financial Officer, Senior Executive Vice President of the Bank, or to elect Executive to the Board Company, and as a Director of Directors of the Bank, unless consented or failure to by nominate the Executive as a director of the Company, or
(C) change in the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause the Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 aboveXxxxxxx 0, to which Executive has not agreed in writing xxxxx,
(and any such material change shall be deemed a continuing breach of this Agreement), (CX) a relocation of the Executive's ’s principal place of employment to a location that is by more than 25 thirty (30) miles from the its location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement or
(except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or or
(EF) material breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by the Bank or the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that the Executive has submitted his resignation but has remained in the employment of the Bank or the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) (A), (B), (C), (D), (E) or (F) above. The Employer shall have at least thirty (30) days to remedy any condition set forth in clause (ii) (A) through (F), provided, however, that the Employer shall be entitled to waive such period and make an immediate payment hereunder.
(iii) The Executive’s involuntary termination of employment without Just Cause or voluntary resignation for Good Reason as described above from the Employer’s employ on the effective date of, or within twenty-four (24) months following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that:
(A) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or
(B) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the “HOLA”); or
(C) without limitation such a Change in Control shall be deemed to have occurred at such time as
(I) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Company or Bank for any Company or Bank stock benefit plan; or
(II) individuals who constitute the Board of Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (II), considered as though he were a member of the Incumbent Board; or
(III) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or
(IV) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the Company’s Board of Directors or the requisite vote of the Company’s stockholders; or
(V) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.
(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Employer shall pay Executive, or, in the event of his subsequent death, his estate, as the case may be, as severance pay or liquidated damages, or both, a cash lump sum equal to the sum of (i) three (3) times the Executive’s highest rate of base salary plus (ii) three (3) times the highest rate of cash bonus paid to the Executive during the prior three (3) years. Such payment shall be made in a cash lump sum and shall not be reduced in the event the Executive obtains other employment following an Event of Termination. No All amounts payable to the Executive shall be paid within thirty (30) days following the Date of Termination or, if the Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), to the extent required to avoid penalties under Code Section 409A, on the first business day of the seventh month following the Date of Termination.
(c) Upon the occurrence of an Event of Termination, the Employer will cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Employer for Executive and his eligible dependents prior to his termination. Such coverage shall continue for thirty-six (36) months from the Date of Termination unless the Executive obtains other employment following termination of employment under which substantially similar benefits are provided and in which the Executive and his eligible dependents are eligible to participate. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive or his eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) Notwithstanding the foregoing, the Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until the Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the release shall be provided to the Executive no later than the date of his Separation from Service and the Executive shall have no fewer than twenty-one (21) days to consider the release, and following the Executive's employment except ’s execution of the release, the Executive shall have seven (7) days to revoke said release.
(e) For purposes of Section 4, “Event of Termination” as provided used herein shall mean “Separation from Service” as defined in Code Section 4 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or 5 hereofan independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlgoverned by Section 5(a), for Disability, as defined in Section 5(a) 7 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Vice-Chairman, President and Chief Executive Position, or to elect Executive to the Board of Directors of BankOfficer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 thirty (30) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in the case of a continuing breach, four (4) calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 8 and 15.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following than, (A) Disability or Retirement as defined in Section 6 below, (B) a Change in Control, as defined in Section 5(a) hereof, or a termination (C) Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement Cause as defined in Section 7 hereof, ; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executiveas President and Chief Operating Officer, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, (D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (Aii)(A), (B), (C), (D) or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months) months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by Executive the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall be an Event not waive any of Termination. No payments or benefits shall be due to Executive his rights solely under this Agreement upon the termination of Executive's employment except as provided in and this Section 4 or 5 hereofby virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's Holding Company’s employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionas Senior Vice President, or to elect Executive to the Board of Directors of BankTreasurer and Chief Financial Officer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Holding Company shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of:
(i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive under for the remaining term of this Agreement had the Event of Termination not occurred; plus
(ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; At the election of Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to Executive. Such coverage shall cease upon the termination expiration of Executive's employment except as provided in Section 4 or 5 hereofthe remaining term of this Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control(A) Disability or Retirement, as defined in Section 5(a) hereof5, or a termination (B) Termination for Cause, Cause as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof6; and or
(ii) Executive's resignation from the Bank's employ, upon any of the following: any
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, as ____________,
(B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), Section 1,
(C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), Agreement,
(D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or
(E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months) months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.
(iii) Executive's voluntary resignation from the Bank's employ on the effective date of, or at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Bank Holding Company Act of 1956, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the "BHCA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations as a result of which the outstanding shares of the class of securities then subject to the plan are to be exchanged for or converted into cash or property or securities not issued by the Company; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.
(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the sum of (i) Base Salary and (ii) the highest rate of bonus awarded to the Executive during the prior three years. No At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall continue for 36 months from the Date of Termination.
(d) Notwithstanding the preceding paragraphs of this Section 4, in the event that:
(i) the aggregate payments or benefits shall to be due made or afforded to Executive under this Agreement upon said paragraphs (the termination "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of Executive's employment except the Code or any successor thereto, and
(ii) if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto, then the Termination Benefits to be paid to Executive shall be so reduced so as provided in Section 4 or 5 hereofto be a Non-Triggering Amount.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 11 and 19.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a7(a) hereof, or a termination for Cause, as defined in Section 8 10 hereof, or a termination upon Retirement as defined in Section 7 9 hereof, or a termination for disability as set forth in Section 6 8 hereof; and (ii) Executive's resignation from the BankAssociation's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankthe Association, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankAssociation's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided specifically set forth in Section 4 or 5 hereofthis Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlthan, upon Retirement, as defined in Section 5(a) hereof, 7 hereof or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive as President and Chief Executive Officer of the Bank, or, to the extent Executive Positionserved as a member of the Board of Directors of the Bank at any time during the term of this Agreement, or failure to elect nominate Executive to the Board of Directors of the Bank, unless any such event was consented to by the Executive, Executive (B) a material change in Executive's functionfunctions, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 fifty (50) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction unless consented to by the Executive, provided, however, that is part the Bank may materially reduce benefits and perquisites generally provided on a nondiscriminatory basis to all employees without incurring the payments pursuant to the provisions of an employee-wide reduction in pay or benefits)this Section, (DE) a liquidation or dissolution of the Bank, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, :
(BA) a material change in Executive's ’s function, duties, or responsibilities, which change which, on an overall basis, would cause Executive's ’s position to become one of lesser responsibility, responsibility or importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 fifty (50) miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the average annualized bonus paid at any time during the prior three years or such lesser time as he has been employed by the Bank, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive's , or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. If the Bank cannot provide one or more of the benefits set forth in this Section 4(d) because Executive is no longer an employee, applicable rules and regulations prohibit such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlgoverned by Section 5(a), for Disability, as defined in Section 5(a) 7 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Senior Vice President and General Counsel, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 thirty (30) miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement Agreement, unless consented to by the Executive, or (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in the case of a continuing breach, four (4) calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply; provided, however, that benefits shall be provided either under Section 4 or Section 5 (related to a Change in Control), but not both, such that to the extent the Executive has received payments under one of those Sections, the Executive shall not receive payments under the other Section. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank Employer of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) 5 hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability Disability as set forth in Section 6 hereof; and and
(ii) Executive's resignation from the BankEmployer's employ, employ upon any of the following: following (which shall be treated as termination of employment for "Good Reason"), unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive PositionPosition set forth in Section 1 above, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), ;
(CB) a relocation of Executive's principal place of employment to a location that is more than 25 50 miles from the location of the BankEmployer's principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees), ;
(D) a liquidation or dissolution of the Bank, Company or the Bank other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive; or
(E) a material breach of this Agreement by the Company or the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) within 90 days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. The Employer shall have at least 30 days to remedy an event set forth in clauses (ii)(A) through (E) above; provided, however, that the Employer shall be entitled to waive such period and make an immediate payment hereunder. If the Employer remedies the condition within such 30 day cure period, then no Good Reason shall be deemed to exist with respect to such event. If the Employer does not remedy the event within such 30 day cure period, then the Executive may deliver a Notice of Termination, as defined in Section 10(c), for Good Reason at any time within 60 days following the expiration of such cure period. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
(b) Within 30 days following the occurrence of an Event of Termination, the Employer shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash amount equal to three times the sum of (i) the highest annual rate of Base Salary paid to Executive at any time under the Agreement, plus (ii) the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) Within 30 days following the occurrence of an Event of Termination, the Employer shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum equal to the excess, if any, of the present value of the benefit that Executive would have been entitled to under the Employer's defined benefit pension plan if Executive had continued working for the Employer for 36 months after the effective date of such Event of Termination, over the present value of the benefits to which Executive was actually entitled as of the effective date of such Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Employer will provide at the Employer's expense, life insurance and non-taxable medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Employer for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Employer employees. Such coverage shall cease 36 months following the Event of Termination. In the alternative, the Employer may elect to pay to Executive a cash amount equal to Executive's cost of obtaining such benefits on his own, adjusted for any federal or state income taxes Executive has to pay on the cash amount within 30 days following the occurrence of an Event of Termination.
(e) Notwithstanding the foregoing, in the event the Executive is a Specified Employee (as defined herein), solely to the extent necessary to avoid penalties under Code Section 409A, payment of the Executive's benefit pursuant to Sections 4(b), 4(c) and 4(d), if applicable, shall be made to the Executive on the first day of the seventh month following the Executive's Event of Termination. "Specified Employee" shall be interpreted to comply with Code Section 409A and shall mean a key employee within the meaning of Code Section 416(i) (without regard to paragraph 5 thereof), but an individual shall be a "Specified Employee" only if the Company, the Bank, or any affiliate is a publicly traded company.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Sections 7 and 14.
(a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: :
(i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control(A) Disability or Retirement, as defined in Section 5(a) hereof5 below, or a termination (B) Termination for Cause, Cause as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) Executive's resignation from the Bank's employ, upon any of the following: any
(A) failure to elect or reelect or to appoint or reappoint Executive to the as President and Chief Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, Officer,
(B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), ,
(C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), Agreement,
(D) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of Executive, or or
(E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, exceed four calendar months) months after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by the Bank, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that Executive has submitted his resignation but has remained in the employment of the Bank and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (A), (B), (C), (D) and (E) above.
(iii) Executive's voluntary resignation from the Bank's employ on the effective date of, or at any time following a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of the Bank or the Company following the conversion of the Mutual Holding Company from mutual to stock form of a nature that: (i) would be required to be reported in response to Item 1(a) of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 0000 (xxx "Xxxxxxxx Xxx"); or (ii) results in a Change in Control of the Bank or the Company within the meaning of the Bank Holding Company Act of 1956, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the "BHCA"); or (iii) without limitation such a Change in Control shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company's outstanding securities except for any securities purchased by the Bank's employee stock ownership plan or trust; or (b) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a trustee or director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the trustees or directors comprising the Incumbent Board, or whose nomination for election by the Company's stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or (c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or (d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result such proxy solicitation a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the requisite vote of the Company's stockholders; or (e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror. A "Change in Control" of the Bank or the Company shall not be deemed to have occurred if the Mutual Holding Company ceases to own at least 51% of all outstanding shares of stock of the Bank in connection with a conversion of the Mutual Holding Company from mutual to stock form.
(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the sum of (i) Base Salary and (ii) the highest rate of bonus awarded to the Executive during the prior three years. No At the election of the Executive, which election is to be made on an annual basis during the month of January, and which election is irrevocable for the year in which made and upon the occurrence of an Event of Termination, any payments shall be made in a lump sum or paid monthly during the remaining term of this Agreement following the Executive's termination. In the event that no election is made, payment to the Executive will be made on a monthly basis during the remaining term of this Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his termination. Such coverage shall continue for 36 months from the Date of Termination.
(d) Notwithstanding the preceding paragraphs of this Section 4, in the event that:
(i) the aggregate payments or benefits shall to be due made or afforded to Executive under this Agreement upon said paragraphs (the termination "Termination Benefits") would be deemed to include an "excess parachute payment" under Section 280G of Executive's employment except the Code or any successor thereto, and
(ii) if such Termination Benefits were reduced to an amount (the "Non- Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to the total amount of payments permissible under Section 280G of the Code or any successor thereto, then the Termination Benefits to be paid to Executive shall be so reduced so as provided in Section 4 or 5 hereofto be a Non-Triggering Amount.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Vice President and Senior Commercial Lender, unless consented to by the Executive, (B) a material change in Executive's function, duties, duties or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections Section 1 and 2 above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 20 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank, or (iii) the failure or refusal of the Bank and/or Holding Company to extend this Agreement pursuant to Section 2(a) above. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four calendar months6) full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, :
(BA) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 30 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his her employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of her claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's ’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of her subsequent death, her beneficiary or beneficiaries, or her estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees, and this insurance coverage shall cease upon the earlier of: (i) Executive’s employment by another employer whereby the Executive receives or may elect to receive substantially similar insurance coverage (for purposes of clarity, it is understood that there may be some differences in co-pays, deductibles, premiums and policy limitations), or (ii) the expiration of the remaining term of this Agreement. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within ) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
Samples: Employment Agreement (Eagle Financial Bancorp, Inc.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, :
(BA) a material change in Executive's ’s function, duties, or responsibilities, which change which, on an overall basis, would cause Executive's ’s position to become one of lesser responsibility, responsibility or importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)Agreement by the Bank) (the “Material Change”) provided that the Material Change occurs on or after a Change in Control, and for purposes of clarity, this Section 4(a)(ii)(A) shall not apply if a Change in Control has not occurred;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 fifty (50) miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the average annualized bonus paid at any time during the prior three years or such lesser time as he has been employed by the Bank, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (“Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's ’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. If the Bank cannot provide one or more of the benefits set forth in this Section 4(d) because Executive is no longer an employee, applicable rules and regulations prohibit such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment shall be made in a lump sum within thirty (30) days after the later of Executive’s date of termination or the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as provided an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "Event of Termination" '' shall mean and include any one or more of the following: :
(i) the involuntary termination by the Bank of Executive's full-time employment hereunder by the Employer for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a "Separation from Service" within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code ("Code"); and or
(ii) Executive's resignation from the BankEmployer's employ, employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Employer), ;
(CB) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankEmployer's principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Salary (except for any reduction that is part of an employee-wide a reduction in pay that is generally applicable to officers or benefitsemployees of the Employer), ;
(D) a liquidation or dissolution of the Bank, or Employer; or
(E) a material breach of this Agreement by the BankEmployer. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for "Good Reason" upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Employer shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Employer may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Employer shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash payment equal to two times the sum of (i) Executive's highest annual rate of Base Salary paid to Executive at any time under this Agreement, plus (ii) the average of the bonuses earned in the two fiscal years immediately preceding the year in which the Event of Termination occurs (including any bonus(es) paid by Allegheny Valley Bank). Such payments shall be paid in a lump sum on the 30th day following the Executive's Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Employer, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (the "Release"), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's employment Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Employer shall provide, at the Employer's expense, nontaxable medical (including any employer contributions to a health savings account), health, vision and dental coverage substantially comparable, as reasonably available, to the coverage maintained by the Employer for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Employer's employees for: (i) the remaining term of the Agreement but not to exceed eighteen (18) months, and (ii) if the remaining term of the Agreement is more than eighteen (18) months, the Employer shall, in addition to providing continued insurance coverage for eighteen (18) months, make a cash payment to the Executive in an amount equal to the product of (x) the monthly premium (including any employer contributions to a health savings account) in effect as of the date of the Event of Termination for the level of coverage in effect for Executive under the Employer's group health plans, times (y) the number of months in the remaining term of the Agreement that exceed eighteen (18), with such payment made at the same time cash severance is paid under Section 4(b). Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the premiums for such nontaxable medical, health, vision and dental coverage, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) For purposes of this Agreement, a "Separation from Service" shall have occurred if the Employer and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of Section 4 or sub-paragraph (c) or (d) of Section 5 hereofshall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive's Separation from Service.
Appears in 1 contract
Samples: Employment Agreement (Standard AVB Financial Corp.)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: :
(i) the termination by the Bank Employer of the Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, (A) Disability as defined in Section 5(a) hereof5 below, or a termination (B) Termination for Cause, Just Cause as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) the Executive's ’s resignation from the Bank's Employer’s employ, upon any of the following: following (“Good Reason”):
(A) reduction in the Executive’s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control,
(B) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionas President, Chief Executive Officer and a Director of the Bank, or failure to elect nominate the Executive to as a director of the Board of Directors of BankCompany, unless consented to by or
(C) change in the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause the Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 aboveXxxxxxx 0, to which Executive has not agreed in writing xxxxx,
(and any such material change shall be deemed a continuing breach of this Agreement), (CX) a relocation of the Executive's ’s principal place of employment to a location that is by more than 25 thirty (30) miles from the its location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement or
(except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or or
(EF) material breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by the Bank or the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that the Executive has submitted his resignation but has remained in the employment of the Bank or the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) (A), (B), (C), (D), (E) or (F) above. The Employer shall have at least thirty (30) days to remedy any condition set forth in clause (ii) (A) through (F), provided, however, that the Employer shall be entitled to waive such period and make an immediate payment hereunder.
(iii) The Executive’s involuntary termination of employment without Just Cause or voluntary resignation for Good Reason as described above from the Employer’s employ on the effective date of, or within twenty-four (24) months following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that:
(A) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or
(B) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the “HOLA”); or
(C) without limitation such a Change in Control shall be deemed to have occurred at such time as
(I) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Company or Bank for any Company or Bank stock benefit plan; or
(II) individuals who constitute the Board of Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (II), considered as though he were a member of the Incumbent Board; or
(III) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or
(IV) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the Company’s Board of Directors or the requisite vote of the Company’s stockholders; or
(V) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.
(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Employer shall pay Executive, or, in the event of his subsequent death, his estate, as the case may be, as severance pay or liquidated damages, or both, a cash lump sum equal to the sum of (i) three (3) times the Executive’s highest rate of base salary plus (ii) three (3) times the highest rate of cash bonus paid to the Executive during the prior three (3) years. Such payment shall be made in a cash lump sum and shall not be reduced in the event the Executive obtains other employment following an Event of Termination. No All amounts payable to the Executive shall be paid within thirty (30) days following the Date of Termination or, if the Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), to the extent required to avoid penalties under Code Section 409A, on the first business day of the seventh month following the Date of Termination.
(c) Upon the occurrence of an Event of Termination, the Employer will cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Employer for Executive and his eligible dependents prior to his termination. Such coverage shall continue for thirty-six (36) months from the Date of Termination unless the Executive obtains other employment following termination of employment under which substantially similar benefits are provided and in which the Executive and his eligible dependents are eligible to participate. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive or his eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) Notwithstanding the foregoing, the Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until the Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the release shall be provided to the Executive no later than the date of his Separation from Service and the Executive shall have no fewer than twenty-one (21) days to consider the release, and following the Executive's employment except ’s execution of the release, the Executive shall have seven (7) days to revoke said release.
(e) For purposes of Section 4, “Event of Termination” as provided used herein shall mean “Separation from Service” as defined in Code Section 4 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or 5 hereofan independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this the Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof7; and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive Position, or to elect Executive to the Board of Directors of BankVice President and Chief Lending Officer, unless consented to by the Executive, (B) a material change in Executive's function, duties, duties or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections Section 1 and 2 above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 20 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankBank or the Holding Company, or (EF) material breach of this Agreement by the Bank; or (iii) the failure or refusal of the Bank and/or Holding Company to extend this Agreement pursuant to Section 2(a) above. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four calendar months6) full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" '' shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankAssociation's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of BankAssociation, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the BankAssociation's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
Samples: Employment Agreement (Flatbush Federal Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in governed by Section 7 hereof, of this Agreement; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, upon upon, any of the following: (A) failure notice to elect or reelect or to appoint or reappoint Executive to of non-renewal of the Executive Position, or to elect Executive to the Board term of Directors of Bank, unless consented to by the Executive, this Agreement (B) a failure to reappoint Executive as Chairman of the Board, (C) material change in Executive's ’s function, duties, duties or responsibilitiesresponsibilities with the Bank or its subsidiaries, which change would cause Executive's position ’s position(s) to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 twenty-five (25) miles from its location at the location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for any reduction that is part in Section 3(g) of an employee-wide reduction in pay or benefitsthis Agreement), (DF) a liquidation or dissolution of the Company or the Bank, or (EG) material breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E), (F) or (E) G), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four 6) full calendar months) months after the event giving rise to said Executive’s right to electelect to terminate his employment.
(b) Upon Executive’s termination from employment in accordance with paragraph (a) of this Section 4, which termination by Executive on the Date of Termination, as defined in Section 8 of this Agreement, the Bank shall be obligated to pay Executive, or, in the event of his death following the Date of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the base salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive’s then current base salary and most recently paid or accrued bonus at the time of the Event of Termination) plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which, as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination plus (iii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. No At the election of 4 Executive, which election is to be made prior to the Date of Termination, such payments or benefits shall be due made in a lump sum. In the event that no election is made, payment to Executive under will be made on a monthly basis in approximately equal installments during the remaining unexpired term of this Agreement upon Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive's ’s termination of employment except in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Company or the Bank continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or his dependents participates as provided of the date of the Event of Termination (each being a “Welfare Plan”), Executive and his covered dependents shall continue participating in Section 4 such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or 5 hereof(iii) the end of the remaining term of this Agreement. If the Company or the Bank does not offer the Welfare Plans at any time after the Event of Termination, then the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's Holding Company’s employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as Executive Vice President and Chief Lending Officer of the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) or (F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Holding Company shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i) the amount of the remaining payments that the Executive under would have earned if he had continued his employment with the Institution during the remaining term of this Agreement at the Executive’s Base Salary at the Date of Termination; and (ii) the amount equal to the annual contributions that would have been made on Executive’s behalf to any employee benefit plans of the Institution or the Holding Company during the remaining term of this Agreement based on contributions made (on an annualized basis) at the Date of Termination. At the election of the Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to the Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to the Executive. Such coverage shall cease upon the termination expiration of Executive's employment except as provided in Section 4 or 5 hereofthe remaining term of this Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Association of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employ, upon Association’s employ for “Good Reason.” Good Reason shall include any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the BankAssociation, or (E) material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a cash amount equal to three (3) times the sum of the highest annual rate of Base Salary paid to Executive at any time under this Agreement and the highest rate of cash bonus awarded to Executive during the prior three years. Such amounts shall be payable to Executive in a single cash lump sum distribution within thirty (30) days following Executive’s Event of Termination.
(c) Upon the occurrence of an Event of Termination, the Association will provide at the Association’s expense, life insurance and non-taxable family medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Association for Executive prior to his termination, except to the extent such coverage may be changed in its application to all Association employees. Such coverage shall continue for the remaining unexpired term of the Agreement.
(d) For purposes of this Section 4, “Event of Termination” shall mean “Separation from Service” as defined in Code Section 409A and the Treasury Regulations promulgated thereunder, such that the Association and Executive reasonably anticipate that the level of bona fide services Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
Samples: Employment Agreement (Flatbush Federal Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon The provisions of this Section shall apply upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: :
(i) the termination by the Bank Employer of the Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, (A) Disability as defined in Section 5(a) hereof5 below, or a termination (B) Termination for Cause, Just Cause as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and or
(ii) the Executive's ’s resignation from the Bank's Employer’s employ, upon any of the following: following (“Good Reason”):
(A) reduction in the Executive’s Base Salary or a reduction in the benefits and perquisites to the Executive from those being provided as of the Effective Date of this Agreement, provided however that a reduction in benefits or perquisites that is broad based and affects substantially all executives of the Employer shall not be deemed an Event of Termination hereunder unless such reduction in benefits or perquisites occurs coincident with or following a Change in Control,
(B) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionas Chairman, President, Chief Executive Officer and a Director of the Bank, or the Company, or failure to elect nominate the Executive to as a director of the Board of Directors of BankCompany, unless consented to by or
(C) change in the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause the Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing ,
(and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of the Executive's ’s principal place of employment to a location that is by more than 25 thirty (30) miles from the its location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement or
(except for any reduction that is part of an employee-wide reduction in pay or benefits), (DE) a liquidation or dissolution of the BankBank or Company other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the Executive, or or
(EF) material breach of this Agreement by the BankBank or the Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF) above, the Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days after the initial event giving rise to said right to elect. Notwithstanding the preceding sentence, which termination in the event of a continuing breach of this Agreement by the Bank or the Company, the Executive, after giving due notice within the prescribed time frame of an initial event specified above, shall not waive any of his rights solely under this Agreement and this Section 4 by virtue of the fact that the Executive has submitted his resignation but has remained in the employment of the Bank or the Company and is engaged in good faith discussions to resolve any occurrence of an event described in clauses (ii) (A), (B), (C), (D), (E) or (F) above. The Employer shall have at least thirty (30) days to remedy any condition set forth in clause (ii) (A) through (F), provided, however, that the Employer shall be entitled to waive such period and make an immediate payment hereunder.
(iii) The Executive’s involuntary termination of employment without Just Cause or voluntary resignation for Good Reason as described above from the Employer’s employ on the effective date of, or within twenty-four (24) months following, a Change in Control during the term of this Agreement. For these purposes, a Change in Control of the Bank or the Company shall mean a change in control of a nature that:
(A) would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); or
(B) results in a Change in Control of the Bank or the Company within the meaning of the Home Owners’ Loan Act, as amended, and applicable rules and regulations promulgated thereunder, as in effect at the time of the Change in Control (collectively, the “HOLA”); or
(C) without limitation such a Change in Control shall be deemed to have occurred at such time as
(a) any “person” (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) , is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of Company’s outstanding securities except for any securities purchased by the Bank’s employee stock ownership plan or trust; or
(b) individuals who constitute the Board of Directors on the date hereof (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three quarters of the directors comprising the Incumbent Board, or whose nomination for election by the Company’s stockholders was approved by the same Nominating Committee serving under an Incumbent Board, shall be, for purposes of this clause (b), considered as though he were a member of the Incumbent Board; or
(c) a plan of reorganization, merger, consolidation, sale of all or substantially all the assets of the Bank or the Company or similar transaction in which the Bank or Company is not the surviving institution occurs; or
(d) a proxy statement soliciting proxies from stockholders of the Company, by someone other than the current management of the Company, seeking stockholder approval of a plan of reorganization, merger or consolidation of the Company or similar transaction with one or more corporations or financial institutions, and as a result of such proxy solicitation, a plan of reorganization, merger consolidation or similar transaction involving the Company is approved by the Company’s Board of Directors or the requisite vote of the Company’s stockholders; or
(e) a tender offer is made for 25% or more of the voting securities of the Company and the shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender offer and such tendered shares have been accepted by the tender offeror.
(b) Upon the occurrence of an Event of Termination, on the Date of Termination, as defined in Section 7, the Employer shall pay Executive, or, in the event of his subsequent death, his estate, as the case may be, as severance pay or liquidated damages, or both, a cash lump sum equal to the sum of (i) three (3) times the Executive’s highest rate of base salary plus (ii) three (3) times the highest rate of cash bonus paid to the Executive during the prior three (3) years. Such payment shall be made in a cash lump sum and shall not be reduced in the event the Executive obtains other employment following an Event of Termination. No All amounts payable to the Executive shall be paid within thirty (30) days following the Date of Termination or, if the Executive is a Specified Employee (within the meaning of Treasury Regulations §1.409A-1(i)), to the extent required to avoid penalties under Code Section 409A, on the first business day of the seventh month following the Date of Termination.
(c) Upon the occurrence of an Event of Termination, the Employer will cause to be continued non-taxable medical and dental coverage substantially identical to the coverage maintained by the Employer for Executive and his eligible dependents prior to his termination. Such coverage shall continue for thirty-six (36) months from the Date of Termination unless the Executive obtains other employment following termination of employment under which substantially similar benefits are provided and in which the Executive and his eligible dependents are eligible to participate. Notwithstanding anything herein contained to the contrary, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive or his eligible dependents is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Employer to penalties, then the Employer shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within thirty (30) business days of the Date of Termination, or if later, the date on which the Employer determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(d) Notwithstanding the foregoing, the Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until the Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which the Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the release shall be provided to the Executive no later than the date of his Separation from Service and the Executive shall have no fewer than twenty-one (21) days to consider the release, and following the Executive's employment except ’s execution of the release, the Executive shall have seven (7) days to revoke said release.
(e) For purposes of Section 4, “Event of Termination” as provided used herein shall mean “Separation from Service” as defined in Code Section 4 409A and the Treasury Regulations promulgated thereunder, provided, however, that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after termination would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or 5 hereofan independent contractor) over the immediately preceding 36-month period.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's Holding Company’s employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to as Chairman of the Board of Directors of Bankand Chief Executive Officer, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by Executive, (C) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be .
(b) Upon the occurrence of an Event of Termination. No payments or benefits , on the Date of Termination, as defined in Section 8, the Holding Company shall be due obligated to pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of:
(i) the Base Salary and bonuses, in accordance with Sections 3(a) and 3(b), respectively, that would have been paid to Executive under for the remaining term of this Agreement had the Event of Termination not occurred; plus
(ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the Date of Termination, have been granted to Executive but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination; At the election of Executive, which election is to be made prior to an Event of Termination, such payments shall be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining term of the Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) Upon the occurrence of an Event of Termination, the Holding Company will cause to be continued life, medical, dental and disability coverage substantially equivalent to the coverage maintained by the Holding Company or its Subsidiaries for Executive prior to his termination at no premium cost to Executive. Such coverage shall cease upon the termination expiration of Executive's employment except as provided in Section 4 or 5 hereofthe remaining term of this Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, governed by Section 5(a) of this Agreement; or disability as defined in Section 5(a8(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, 7 of this Agreement or a termination upon Retirement (as defined in paragraph (d) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4); and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bankas Chief Financial Officer and Treasurer, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), unless consented to by Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), Section 6 (due to Disability or death), Section 7 (due to Retirement), or Section 8 (for Cause), provided that such termination constitutes a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereofamended (the “Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 twenty-five (25) miles from the location of the Bank's principal executive offices such office as of the date of this Agreement, or Effective Date hereof (unless the relocated office is closer to the Executive’s then principal residence);
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior two years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of Executive's employment except as provided in this Agreement (the “Release”), and (ii) the payments and benefits under this Section 4 shall begin on the 30th day following the date of the Executive’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law, provided further, that if the 30-day period spans two (2) calendar years, then, to the extent necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Code”), the payments and benefits will be paid, or 5 hereofcommence, in the second calendar year.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within thirty (30) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, the Bank shall provide, at the Bank’s expense, for the remaining unexpired term of the Agreement, nontaxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the Event of Termination, except to the extent such coverage may be changed in its application to all Bank employees. Notwithstanding the foregoing, if applicable law (including, but not limited to, laws prohibiting discriminating in favor of highly compensated employees), or, if participation by the Executive is not permitted under the terms of the applicable health plans, or if providing such benefits would subject the Bank to penalties, then the Bank shall pay the Executive a cash lump sum payment reasonably estimated to be equal to the value of such non-taxable medical and dental benefits, with such payment to be made by lump sum within) business days of the Date of Termination, or if later, the date on which the Bank determines that such insurance coverage (or the remainder of such insurance coverage) cannot be provided for the foregoing reasons.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a(A) hereof, or a termination for Cause, Cause (as defined in Section 8 hereof), or a termination (B) upon Retirement (as defined in Section 7 hereof), or a termination (C) for disability Disability (as set forth in Section 6 hereof) or Executive’s death; and (ii) Executive's resignation from the Bank's employ, upon any of the following: employ following (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (CB) a relocation of Executive's principal place of employment to a location that is more than 25 30 miles from outside the location City of the Bank's principal executive offices as of the date of this AgreementWooster, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (DC) a liquidation or dissolution of the BankBank or the Company, or (ED) material breach of this Agreement by the Bank; and (iii) the event specified in Section 4(b) hereof. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (ED) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Xxxxxxxx 0, 0, 0 xx 0 xxxxxx.
(x) As used in this Agreement, an Event of Termination shall also mean and include Executive's involuntary termination or voluntary resignation from the Bank's employ on the effective date of, or at any time following, a Change in Control during the term of this Agreement or any renewal term hereof. For these purposes, a Change in Control shall mean a change in the ownership of the Bank or the Company, a change in the effective control of the Bank or the Company or a change in the ownership of a substantial portion of the assets of the Bank or the Company, in each case as provided under Section 4 409A of the Code and the regulations thereunder.
(c) Following the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or 5 hereofbeneficiaries, or his estate, as the case may be, as severance pay or liquidated damages (but not both), a lump sum cash amount equal to, in the case of an Event of Termination as defined in Section 4(a), one (1) times the sum of, or, in the case of an Event of Termination as defined in Section 4(b), two (2) times the sum of: (i) the highest annual rate of Base Salary paid to Executive at any time under this Agreement, (ii) the greater of (x) the average annual cash bonus paid to Executive with respect to the two completed fiscal years prior to the Event of Termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the Event of Termination, and (iii) the value of the employer matching contributions made on the Executive's behalf in the Xxxxx Savings 401(k) Retirement Plan, or any successor thereto, and the value of the employer contribution or allocation made on the Executive's behalf in the Xxxxx Savings Community Bank Restated Employee Stock Ownership Plan, or any successor thereto, in the calendar year preceding the year in which the Event of Termination occurs; provided however, that if the Bank is not in compliance with its minimum capital requirements or if such payments would cause the Bank's capital to be reduced below its minimum capital requirements, such payments shall be deferred until such time as the Bank is in capital compliance. Such payments shall not be reduced in the event the Executive obtains other employment following termination of employment.
(d) Upon the occurrence of an Event of Termination, the Bank will cause to be continued life, medical and dental coverage substantially comparable, as reasonably or customarily available, to the coverage maintained by the Bank for Executive, at no cost to the Executive, prior to his termination, except to the extent such coverage may be changed in its application to all Bank employees or is not available on an individual basis to a terminated employee. Such coverage shall cease twelve (12) months following an Event of Termination as defined in Section 4(a), or twenty-four (24) months following an Event of Termination as defined in Section 4(b). If the provision of any of the benefits covered by this Section 4(d) would trigger the 20% tax and interest penalties under Section 409A of the Code, then the benefit(s) that would trigger such tax and interest penalties shall not be provided (collectively, the "Excluded Benefits"), and in lieu of the Excluded Benefits the Bank shall pay to the Executive, in a lump sum within 30 days following termination of employment or within 30 days after such determination should it occur after termination of employment, a cash amount equal to the cost to the Bank of providing the Excluded Benefits.
Appears in 1 contract
Samples: Employment Agreement (Wayne Savings Bancshares Inc /De/)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section Section 4 shall apply. As Unless Executive otherwise agrees, as used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank Company of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in governed by Section 7 hereof, of this Agreement; or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's ’s resignation from the Bank's employCompany, upon upon, any of the following: (A) failure notice to elect or reelect or to appoint or reappoint Executive to of non-renewal of the Executive Position, or to elect Executive to the Board term of Directors of Bank, unless consented to by the Executive, this Agreement (B) a failure to reappoint Executive as Chairman of the Board, (C) material change in Executive's ’s function, duties, or responsibilitiesresponsibilities with the Company or its subsidiaries, which change would cause Executive's position ’s position(s) to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (CD) a relocation of Executive's ’s principal place of employment to a location that is by more than 25 twenty-five (25) miles from its location at the location of the Bank's principal executive offices as of the date Effective Date of this Agreement, or a (E) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date Effective Date of this Agreement (except as provided for any reduction that is part in Section 3(g) of an employee-wide reduction in pay or benefitsthis Agreement), (DF) a liquidation or dissolution of the Company or the Bank, or (EG) material breach of this Agreement by the BankCompany. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E), (F) or (E) G), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time six (not to exceed, except in case of a continuing breach, four 6) full calendar months) months after the event giving rise to said Executive’s right to electelect to terminate his employment.
(b) Upon Executive’s termination from employment in accordance with paragraph (a) of this Section 4, which termination by Executive on the Date of Termination, as defined in Section 8 of this Agreement, the Company shall be obligated to pay Executive, or, in the event of his death following the Date of Termination, his beneficiary or beneficiaries, or his estate, as the case may be, an amount equal to the sum of: (i) the base salary and incentive compensation that would have been paid to Executive for the remaining term of this Agreement had the Event of Termination not occurred (based on Executive’s then current base salary and most recently paid or accrued bonus at the time of the Event of Termination. No payments or benefits shall be due ) plus (ii) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which, as of the Date of Termination, have been granted to Executive under but are not exercisable by Executive and the value of any restricted stock awards which have been granted to Executive, but in which Executive does not have a non-forfeitable or fully-vested interest as of the Date of Termination plus (iii) the value of all employee benefits that would have been provided to Executive for the remaining term of this Agreement upon had the Event of Termination not occurred, based on the most recent level of contribution, accrual or other participation by or on behalf of Executive. At the election of Executive, which election is to be made prior to the Date of Termination, such payments shall 4 be made in a lump sum. In the event that no election is made, payment to Executive will be made on a monthly basis in approximately equal installments during the remaining unexpired term of this Agreement. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(c) In addition to the payments provided for in paragraph (b) of this Section 4, upon Executive's ’s termination of employment except in accordance with the provisions of paragraph (a) of this Section 4, to the extent that the Company or the Bank continues to offer any life, medical, health, disability or dental insurance plan or arrangement in which Executive or his dependents participates as provided of the date of the Event of Termination (each being a “Welfare Plan”), Executive and his covered dependents shall continue participating in Section 4 such Welfare Plans, subject to the same premium contributions on the part of Executive as were required immediately prior to the Event of Termination until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or 5 hereof(iii) the end of the remaining term of this Agreement. If the Company or the Bank does not offer the Welfare Plans at any time after the Event of Termination, then the Company shall provide Executive with a payment equal to the premiums for such benefits for the period which runs until the earlier of (i) his death; (ii) his employment by another employer other than one of which he is the majority owner; or (iii) the end of the remaining term of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Northeast Pennsylvania Financial Corp)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's ’s term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "“Event of Termination" ” shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's ’s full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) to the extent permitted under Code section 409A, Executive's ’s resignation from the Bank's ’s employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's ’s principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's ’s employment except as provided in Section 4 or 5 hereof.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a lump sum cash amount equal to one and one-half (1 1/2) (the “Multiplier”) times the sum of (A) the highest annual rate of Base Salary paid to Executive at any time under the Agreement, and (B) the greater of (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to the Event of Termination, or (y) the cash bonus paid to Executive with respect to the fiscal year ended prior to the Event of Termination; provided, however, that if such Event of Termination
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined in this Agreement) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereofof this Agreement, or a termination Termination for Cause, as defined in Section 8 hereof7 of this Agreement, or a termination upon Retirement or Disability, as defined in paragraph (f) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4 or; and (ii) Executive's resignation from the Bank's employ, upon upon, any of the following: (A) notice to Executive by the Bank of non-renewal of the term of this Agreement, (B) failure to re-elect or reelect or to re-appoint or reappoint Executive to as Vice President of the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (BC) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Bank, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing of this Agreement (and any such material change shall be deemed a as continuing breach of this Agreement), unless consented to by Executive, (CD) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a unless consented to by Executive, (E) material reduction in the benefits benefits, arrangements or perquisites to Executive which is not general in nature and perquisitesapplicable on a nondiscriminatory basis to all employees covered by such benefits, including Base Salaryarrangements, or perquisites or, pursuant to Section 3(b) of this Agreement, to which Executive does not consent or for which Executive is not or will not be provided the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits), (D) a liquidation or dissolution of the Bankeconomic benefit, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) ), (E), or (EF) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability Disability as set forth in Section 6 6(a) hereof; and (ii) to the extent permitted under Code Section 409A, Executive's resignation from the Bank's employ, upon employ for "Good Reason." Good Reason shall mean any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is more than 25 miles from the location of the Bank's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Salary (except for any reduction that is part of an employee-wide reduction in pay or benefits), or (D) a liquidation or dissolution of the Bank, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), or (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty within ninety (3090) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsdays) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits The Bank shall be due have at least (30) days to Executive under this Agreement upon the termination of Executive's employment except as provided remedy any condition set forth in Section 4 or 5 hereof.clause (ii) (A) through
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Controlgoverned by Section 5(a) of this Agreement, disability as defined in Section 5(a8(a) hereof, of this Agreement or a termination Termination for Cause, as defined in Section 8 hereof7 of this Agreement, or a termination upon Retirement (as defined in paragraph (d) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4); and (ii) Executive's resignation from the Bank's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections Section 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), above, unless consented to by Executive, (CB) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a unless consented to by Executive, (C) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by Executive, (D) a material reduction in the reduction in the benefits, arrangements and perquisites to Executive pursuant to Section 3 of this Agreement, to which Executive does not consent, (E) a liquidation or dissolution of the BankBank or Holding Company, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) six full months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event the Executive’s employment terminates for any reason other than Cause within twelve (12) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder Association for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability or death), Section 7 (due to Retirement), or a termination Section 8 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, Association’s employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, :
(BA) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Association), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 fifteen miles from the location of the Bank's Association’s principal executive offices as of the date of this Agreement, or ;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Association), ;
(D) a liquidation or dissolution of the Bank, or Association; or
(E) a material breach of this Agreement by the BankAssociation. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty forty-five (3045) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Association shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Association may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Association shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary that Executive would be entitled to for the remaining unexpired term of the Agreement. Such payment shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Association, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's employment except as ’s Separation from Service, provided in Section 4 or 5 hereof.that before that date, the Executive has signed (and not
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the ExecutiveEXECUTIVE's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank BANK of ExecutiveEXECUTIVE's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof; disability, as defined in Section 6(a) hereof; death; retirement, as defined in Section 7 hereof; or a termination Termination for Cause, as defined in Section 8 hereof, hereof or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) ExecutiveEXECUTIVE's resignation from the BankBANK's employ, employ upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of ExecutiveEXECUTIVE's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, any reduction in Base Salary) other than as a part of a general reduction in salary applicable to all or most of the BANK's officers), or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive EXECUTIVE from those being provided as of the effective date of this Agreement (except for any reduction that is other than as a part of an employee-wide a general reduction in pay benefits and perquisites applicable to all or benefits), (D) a liquidation or dissolution most of the Bank, or BANK's officers).
(Eb) material breach of this Agreement by the Bank. Upon the occurrence of any an Event of Termination, the BANK shall pay EXECUTIVE, or, in the event described of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to his Base Salary for the remaining term of the Agreement. All payments made pursuant to this Section 4(b) shall be paid in clauses substantially equal monthly installments over the remaining term of this Agreement following EXECUTIVE's termination; provided, however, that if the remaining term of the Agreement is less than one (ii1) year (Adetermined as of EXECUTIVE's Date of Termination), (B), (C), (D) or (E) above, Executive such payments and benefits shall have the right be paid to elect to terminate his employment under this Agreement by resignation upon not less than EXECUTIVE in a lump sum within thirty (30) days prior written notice given within a reasonable period of time the Date of Termination.
(not to exceed, except in case c) Upon the occurrence of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination, the BANK will cause to be continued life, medical, dental and disability coverage substantially identical to the coverage maintained by the BANK for EXECUTIVE prior to his termination. No payments or benefits Such coverage shall be due to Executive under this Agreement cease upon the termination earlier of Executivethe date of EXECUTIVE's employment except as provided in Section 4 or 5 hereofby another employer and the expiration of the remaining term of this Agreement.
Appears in 1 contract
Samples: Merger Agreement (First Federal Financial Bancorp Inc)
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank or the Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the Bank's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as President and Chief Executive Officer of the Executive PositionCompany or the Bank, or to elect nominate (and as to the Bank, elect) Executive to the Board of Directors of BankBank and the Company, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location effective date of the Bank's principal executive offices as of the date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any unless such reduction that is part of an employeea reduction in benefits to all employees of the Bank in connection with Bank-wide reduction in pay or benefitsbenefit plan), (D) a liquidation or dissolution of the BankBank or the Company, or (E) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defineddefined below) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereofof this Agreement, or a termination for Termination for Cause, as defined in Section 8 hereof, 7 of this Agreement; or a termination upon Retirement (as defined in paragraph (e) of this Section 7 hereof, or a termination for disability as set forth in Section 6 hereof4); and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionas Treasurer, or to elect Executive to the Board of Directors of BankSecretary and Chief Financial Officer, unless consented to by the ExecutiveExecutive so consents, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which unless Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)so consents, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless Executive so consents, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless Executive so consents, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. The provisions of this Section shall in all respects be subject to the terms and conditions stated in Section 8.
(a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, disability, as defined in Section 6(a) hereof, retirement, as defined in Section 7 hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the as Executive PositionVice President, or to elect Executive to the Board of Directors of Bank, (B) unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement), (C) a relocation of Executive's principal place of employment to a location that is by more than 25 30 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, (D) a liquidation or dissolution of the Bank, Association or Holding Company or (E) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) ), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in Section 5(a) hereof, or a termination Termination for Cause, as defined in Section 8 hereof, retirement in accordance with the Bank's pension plan or a termination upon Retirement Disability as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof7; and (ii) Executive's resignation from the Bank's employ, in the manner set forth below, upon any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to as President and Chief Executive Officer of the Executive Position, or to elect Executive to the Board of Directors of Bank, Bank unless consented to by the Executive, (B) a material change changes in Executive's functionfunctions, duties, duties or responsibilities, which change would cause Executive's position to become one of lesser responsibility, importance, importance or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 50 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or a unless consented to by the Executive, (D) material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the Bank or in the event of any governmental confiscation of the net worth of the Bank, or (EF) material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D) or (E) F), above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four six full calendar months) months after the event giving rise to said right to elect, which termination by Executive shall be an Event of Termination. No payments or benefits shall be due to Executive under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereof.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section shall apply. As used in this Agreement, an "Event of Termination" shall mean and include any one or more of the following: (i) the termination by the Bank Holding Company of Executive's full-time employment hereunder for any reason other than a termination following a Change in Control, as defined in governed by Section 5(a) hereof, or a termination for Cause, as defined in Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof; and (ii) Executive's resignation from the BankHolding Company's employ, upon upon, any of the following: (A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Position, or to elect Executive to as Chairman of the Board of Directors of BankDirectors, unless consented to by the Executive, (B) a material change in Executive's function, duties, or responsibilitiesresponsibilities with the Holding Company or its Subsidiaries, which change would cause Executive's position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Sections 1 and 2 Section 1, above, unless consented to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this Agreement)by the Executive, (C) a relocation of Executive's principal place of employment to a location that is by more than 25 35 miles from its location at the location of the Bank's principal executive offices as of the effective date of this Agreement, or unless consented to by the Executive, (D) a material reduction in the benefits and perquisites, including Base Salary, perquisites to the Executive from those being provided as of the effective date of this Agreement (except for any reduction that is part of an employee-wide reduction in pay or benefits)Agreement, unless consented to by the Executive, (DE) a liquidation or dissolution of the BankHolding Company or the Institution, or (EF) material breach of this Agreement by the BankHolding Company. Upon the occurrence of any event described in clauses (ii) (A), (B), (C), (D), (E) or (EF), above, the Holding Company shall have the opportunity to cure the breach within thirty (30) abovedays after receiving notice from Executive that an Event of Termination had occurred. If the Holding Company does not cure the event or circumstance constituting an Event of Termination within the time period prescribed in this Section 4(a), Executive shall have the right to elect to terminate his employment under this Agreement by resignation upon not less than thirty sixty (3060) days prior written notice given within a reasonable period thereafter. An Event of time (not to exceed, except in case of a continuing breach, four calendar months) after the event giving rise to said right to elect, which termination by Executive shall Termination under this Agreement will also be deemed an Event of Termination. No payments or benefits shall be due to Executive Termination under this Agreement upon the termination of Executive's employment except as provided in Section 4 or 5 hereofBank Employment Agreement.
Appears in 1 contract
PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION. (a) Upon the occurrence of an Event of Termination (as herein defined) during the Executive's term of employment under this Agreement, the provisions of this section Section 4 shall apply; provided, however, that in the event such Event of Termination occurs within eighteen (18) months following a Change in Control (as defined in Section 5 hereof), Section 5 shall apply instead. As used in this Agreement, an "“Event of Termination" ’’ shall mean and include any one or more of the following: :
(i) the involuntary termination of Executive’s employment hereunder by the Bank of Executive's full-time employment hereunder for any reason other than a termination governed by Section 5 (in connection with or following a Change in Control), as defined in Section 5(a) hereof6 (due to Disability), Section 7 (due to disability), Section 8 (due to Retirement), or a termination Section 9 (for Cause), as defined in provided that such termination constitutes a “Separation from Service” within the meaning of Section 8 hereof, or a termination upon Retirement as defined in Section 7 hereof, or a termination for disability as set forth in Section 6 hereof409A of the Internal Revenue Code (“Code”); and or
(ii) Executive's ’s resignation from the Bank's employ, ’s employ upon any of the following: , unless consented to by Executive:
(A) failure to elect or reelect or to appoint or reappoint Executive to the Executive Positionposition set forth in Section 1, or to elect Executive to the Board of Directors of Bank, unless consented to by the Executive, (B) a material change in Executive's ’s function, duties, or responsibilities, which change would cause Executive's ’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof responsibilities described in Sections 1 and 2 aboveSection 1, to which Executive has not agreed in writing (and any such material change shall be deemed a continuing breach of this AgreementAgreement by the Bank), ;
(CB) a relocation of Executive's ’s principal place of employment to a location that is more than 25 miles from the location of the Bank's principal executive offices as of the date of this Agreementnot within Dane County, or Wisconsin;
(C) a material reduction in the benefits and perquisites, including Base Salary, to the Executive from those being provided as of the effective date of this Agreement Effective Date (except for any reduction that is part of an employee-wide a reduction in pay or benefitsbenefits that is generally applicable to officers or employees of the Bank), ;
(D) a liquidation or dissolution of the Bank, or ; or
(E) a material breach of this Agreement by the Bank. Upon the occurrence of any event described in clauses clause (ii) (A), (B), (C), (D) or (E) above, Executive shall have the right to elect to terminate his employment under this Agreement by resignation for “Good Reason” upon not less than thirty (30) days prior written notice given within a reasonable period of time (not to exceed, except in case of a continuing breach, four calendar monthsexceed ninety (90) days) after the event giving rise to said the right to elect, which termination by Executive shall be an Event of Termination. No The Bank shall have thirty (30) days to cure the condition giving rise to the Event of Termination, provided that the Bank may elect to waive said thirty (30) day period.
(b) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or, in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, the Base Salary and bonuses that Executive would be entitled to for the remaining unexpired term of the Agreement. For purposes of determining the bonus(es) payable hereunder, the bonus(es) will be deemed to be (i) equal to the highest bonus paid at any time during the prior three years, and (ii) otherwise paid at such time as such bonus would have been paid absent an Event of Termination. Such payments shall be paid in a lump sum on the 30th day following the Executive’s Separation from Service (within the meaning of Section 409A of the Code) and shall not be reduced in the event Executive obtains other employment following the Event of Termination. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits shall be due to Executive under this Section 4 unless and until (i) Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement upon that survive the termination of this Agreement (the “Release”), and (ii) the payments and benefits shall begin on the 30th day following the date of the Executive's ’s Separation from Service, provided that before that date, the Executive has signed (and not revoked) the Release and the Release is irrevocable under the time period set forth under applicable law.
(c) Upon the occurrence of an Event of Termination, the Bank shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum cash payment reasonably estimated to be equal to the present value of the contributions that would have been made on the Executive’s behalf under the Bank’s defined contribution plans (e.g., 401(k) Plan, ESOP, and any other defined contribution plan maintained by the Bank), as if Executive had continued working for the Bank for the remaining unexpired term of the Agreement following such Event of Termination, earning the salary that would have been achieved during such period. Such payments shall be paid in a lump sum within ten (10) days of the Executive’s Separation from Service and shall not be reduced in the event Executive obtains other employment following the Event of Termination.
(d) Upon the occurrence of an Event of Termination, to the extent permitted by applicable law, the Bank shall provide, at the Bank’s expense, continued non-taxable medical and dental coverage and life insurance coverage substantially comparable, as reasonably available, to the coverage maintained by the Bank for Executive prior to the termination of his employment, except to the extent such coverage may be changed in its application to all Bank employees. This coverage shall cease upon the earlier of (i) the date Executive returns to the full-time employment of the Bank; (ii) Executive’s full-time employment by another employer; (iii) the date Executive attains age sixty-five; or (iv) Executive’s death. If participation by the Executive is not permitted under the terms of the applicable health plans, the Bank shall provide Executive with reimbursement of monthly premiums (payable on a monthly basis) paid by the Executive to obtain similar benefits during the covered period or for such shorter period as provided permitted by applicable law (or for a shorter period that will not result in an excise or additional tax to the Bank); provided, however, that the reimbursement shall not exceed the cost of the monthly premiums for active employees.
(e) For purposes of this Agreement, a “Separation from Service” shall have occurred if the Bank and Executive reasonably anticipate that either no further services will be performed by the Executive after the date of the Event of Termination (whether as an employee or as an independent contractor) or the level of further services performed will not exceed 49% of the average level of bona fide services in the 12 months immediately preceding the Event of Termination. For all purposes hereunder, the definition of Separation from Service shall be interpreted consistent with Treasury Regulation Section 1.409A-1(h)(ii). If Executive is a Specified Employee, as defined in Code Section 409A and any payment to be made under sub-paragraph (b) or (c) of this Section 4 shall be determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or 5 hereofa portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Executive’s Separation from Service.
Appears in 1 contract
Samples: Employment Agreement (Home Bancorp Wisconsin, Inc.)
