Common use of Post-Termination Insurance Coverage Clause in Contracts

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section Sections 4.2(b)) and 4.3, if the Executive’s employment terminates involuntarily but is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the EmployerBank’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage under COBRA substantially similar to that provided for the Executive as in effect during and in accordance with the same schedule prevailing in the 12 months preceding of the date of the Executive’s termination, along with the disability reimbursement and gross-termination for a period of up benefit under section 2.2(d)to 12 months from such termination date. The medical and dental insurance benefits provided by this section Section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section Section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross upThis Section 4.2(a) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the EmployerBank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment terminationterminates, including including, without limitation any limitation, any retiree medical benefits. (b) If (xi) under the terms of the applicable policy or policies for the insurance benefits specified in section Section 4.2(a) ), it is not possible to continue the Executive’s coverage coverage, or (yii) when employment termination occurs occurs, (A) the Executive is a specified employee within the meaning of section Section 409A of the Internal Revenue Code of 1986IRC, (B) if any of the continued insurance benefits specified in section Section 4.2(a) would be considered deferred compensation under section Section 409A, and finally (C) if an exemption from the six-month delay requirement of section Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section Section 4.2(a) ), the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the EmployerBank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement Term or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 within 60 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates(subject to Section 8.11 below).

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical disability, medical, or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical disability, medical, or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of 36 months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical medical, dental, and dental hospitalization insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer. The medical medical, dental, and dental hospitalization insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of 36 months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month payment delay is required under by Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b4.5(b), if the Executive’s employment terminates involuntarily but without Cause or Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s terminationbenefits, along with the disability reimbursement and gross-up benefit under section 2.2(c), and the long-term care insurance benefit under section 2.2(d), in each case as in effect during the two years preceding the date of the Executive’s termination. The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit insurance benefits provided by this section 4.5 shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefitsemployer, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This The long-term care insurance benefit under section 4.2 2.2(d) shall not be interpreted continue until the policy is fully paid. If continued long-term care insurance benefits under section 2.2(d) constitute taxable income to limit any benefits to which the Executive, the Employer shall reimburse the Executive or for federal and state income taxes imposed on the Executive’s dependents or beneficiaries may Executive that are attributable to continued maintenance of the long-term care insurance coverage, and the amount reimbursed by the Employer shall be entitled under any grossed up to compensate the Executive for federal and state income taxes imposed as a result of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefitsreimbursement. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a4.5(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a4.5(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a4.5(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of 36 months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b4.4(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates. Instead of providing the continued long-term care insurance benefit under section 4.5(a) (including income tax gross up), the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain the long-term care insurance policy (including income tax gross up) until the Executive attains age 65, (x) if under the terms of the policy it is not possible to continue the Executive’s coverage or (y) if when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if the continued long-term care insurance benefit specified in section 4.5(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit. The lump-sum payment shall be made 30 days after employment termination or, if section 4.4(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical medical, dental, and dental hospitalization insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer. The medical medical, dental, and dental hospitalization insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical and life insurance benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of 36 months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section Section 4.2(b), if the Executive’s 's employment terminates involuntarily but is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the Employer’s Bank's expense and on behalf of the Executive and the Executive’s 's dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s 's termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section Section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s 's insurance benefits are equivalent or superior to the benefits provided under this section Section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s 's aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s 's return to employment with the Employer Bank or another employer providing equivalent or superior insurance benefits, (x) the Executive’s 's attainment of age 65, (y) the Executive’s 's death, or (z) the end of the term Term remaining under this Agreement when the Executive’s 's employment terminates. This section Section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s 's dependents or beneficiaries may be entitled under any of the Employer’s Bank's employee benefit plans, agreements, programs, or practices after the Executive’s 's employment terminationterminates, including including, without limitation any limitation, any retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section Section 4.2(a) ), it is not possible to continue the Executive’s coverage 's coverage, or (y) when employment termination occurs occurs, (i) the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986IRC Section 409A, (ii) if any of the continued insurance benefits specified in section Section 4.2(a) would be considered deferred compensation under section Section 409A, and finally or (iii) if an exemption from the six-month delay requirement of section Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section Section 4.2(a) ), the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s Bank's projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(bSection 4.2(b) applies and a six-month delay is required under Internal Revenue Code section IRC Section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Employer Corporation shall continue or cause to be continued at the EmployerCorporation’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employerentity, or eliminated entirely if the other employerentity’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employerentity. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer Corporation or another employer entity providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the EmployerCorporation’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer Corporation shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the EmployerCorporation’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b4.2(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(bSection 6.1(b), if the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the Employer’s expense medical and on behalf of dental insurance coverage for the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as under substantially similar terms in effect for the Executive during and in accordance with the same schedule prevailing enrollment period immediately prior to Executive’s termination of employment. Except in the 12 months preceding event of a Change in Control, the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(aSection 6.1(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employerentity, or eliminated entirely if the other employerentity’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(aSection 6.1(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(aSection 6.1(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employerentity. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer Bank or another employer providing entity offering equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. Notwithstanding the foregoing, in the event the Executive terminates employment following a Change in Control under the terms and conditions set forth in Article 5 of this Agreement, the medical and dental insurance benefits provided under this Section 6.1 shall continue for twenty-four (24) months. This section 4.2 Section 6.1 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the EmployerBank’s or the Corporation’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(aSection 6.1(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986Section 409A, if any of the continued insurance benefits specified in section 4.2(aSection 6.1(a) would be considered deferred compensation under section Section 409A, and finally if an exemption from the six-month delay requirement of section Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) Section 6.1(a), the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the EmployerBank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(bSection 6.1(b) applies and a six-month delay is required under Internal Revenue Code section Section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical medical, dental, and dental hospitalization insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer. The medical medical, dental, and dental hospitalization insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end first anniversary of the term remaining under this Agreement when the Executive’s employment terminatestermination. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical and life insurance benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of 12 months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b4.2(c), if the Executive’s employment terminates involuntarily but without Cause or because Executive becomes disabled or if the Executive voluntarily but terminates employment with Good Reason, in any case before the first anniversary of the Commencement Date of this Agreement, then the Employer shall continue or cause to be continued at the Employer’s expense life and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as benefits in effect during and in accordance with the same schedule scheduling prevailing during the first year of the initial term of this Agreement. The benefits provided under this section 4.2(a) shall continue for a period of one year following the effective termination date of Executive’s employment. (b) Subject to section 4.2(c), if the Executive’s employment terminates involuntarily but without Cause or because Executive becomes disabled or if the Executive voluntarily terminates employment with Good Reason, in any case on or after the 12 months first anniversary of the Commencement Date of this Agreement, then the Employer shall continue or cause to be continued at the Employer’s expense life and medical insurance benefits in effect during and in accordance with the same scheduling prevailing during the year preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a4.2(b) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w1) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefitsemployer, (x2) the Executive’s attainment of age 65, (y3) the Executive’s death, or (z4) the end of the term remaining under this Agreement when at the time of the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (bc) If (x1) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) or 4.2(b) it is not possible to continue the Executive’s coverage coverage, or (y2) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance coverage benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) or 4.2(b) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming assuming, in the case of section 4.2(a), continued coverage for a period of one year following termination and assuming, in the case of section 4.2(b), continued coverage for the lesser of the number of months remaining in under the term of this Agreement upon employment termination or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if clause (2) of this section 4.1(b4.1(c) applies and a six-month payment delay is required under by Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section Section 4.2(b), if the Executive’s 's employment terminates involuntarily but is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the Employer’s Bank's expense and on behalf of the Executive and the Executive’s 's dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s 's termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section Section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s 's insurance benefits are equivalent or superior to the benefits provided under this section Section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s 's aggregate insurance benefits for the period specified in this section section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s 's return to employment with the Employer Bank or another employer providing equivalent or superior insurance benefits, (x) the Executive’s 's attainment of age 65, (y) the Executive’s 's death, or (z) the end of the term Term remaining under this Agreement when the Executive’s 's employment terminates. This section Section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s 's dependents or beneficiaries may be entitled under any of the Employer’s Bank's employee benefit plans, agreements, programs, or practices after the Executive’s 's employment terminationterminates, including including, without limitation any limitation, any retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section Section 4.2(a) ), it is not possible to continue the Executive’s coverage 's coverage, or (y) when employment termination occurs occurs, (i) the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986IRC Section 409A, (ii) if any of the continued insurance benefits specified in section Section 4.2(a) would be considered deferred compensation under section Section 409A, and finally or (iii) if an exemption from the six-month delay requirement of section Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section Section 4.2(a) ), the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s Bank's projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(bSection 4.2(b) applies and a six-month delay is required under Internal Revenue Code section IRC Section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the EmployerBank’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through though another employerbank, or eliminated entirely if the other employerbank’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employerbank. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer Bank or another employer ban providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 19861976, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that the particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the EmployerBank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b4.2(a) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section Section 4.2(b), if the Executive’s employment terminates involuntarily but is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the EmployerBank’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section Section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section Section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer Bank or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term Term remaining under this Agreement when the Executive’s employment terminates. This section Section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the EmployerBank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment terminationterminates, including including, without limitation any limitation, any retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section Section 4.2(a) ), it is not possible to continue the Executive’s coverage coverage, or (y) when employment termination occurs occurs, (i) the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986IRC Section 409A, (ii) if any of the continued insurance benefits specified in section Section 4.2(a) would be considered deferred compensation under section Section 409A, and finally or (iii) if an exemption from the six-month delay requirement of section Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section Section 4.2(a) ), the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the EmployerBank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(bSection 4.2(b) applies and a six-month delay is required under Internal Revenue Code section IRC Section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or voluntarily but with Good Reason, the Employer Bank shall continue or cause to be continued at the EmployerBank’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical and dental insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental insurance benefits through another employerBank, or eliminated entirely if the other employerBank’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employerBank. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer Bank or another employer Bank providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the EmployerBank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits. (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the EmployerBank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b4.2(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.

Post-Termination Insurance Coverage. (a) Subject to section 4.2(b), if the Executive’s employment terminates involuntarily but without Cause or Cause, voluntarily but with Good Reason, or because of disability, the Employer shall continue or cause to be continued at the Employer’s expense and on behalf of the Executive and the Executive’s dependents and beneficiaries medical medical, dental, and dental hospitalization insurance coverage as in effect during and in accordance with the same schedule prevailing in the 12 months preceding the date of the Executive’s termination, along with the disability reimbursement and gross-up benefit under section 2.2(d). The medical and dental insurance benefits provided by this section 4.2(a) shall be reduced if the Executive obtains medical or dental disability, medical, dental, and hospitalization insurance benefits through another employer, or eliminated entirely if the other employer’s insurance benefits are equivalent or superior to the benefits provided under this section 4.2(a). If the insurance benefits are reduced, they shall be reduced by an amount such that the Executive’s aggregate insurance benefits for the period specified in this section 4.2(a) are equivalent to the benefits to which the Executive would have been entitled had the Executive not obtained medical or dental insurance benefits through another employer. The medical and dental insurance coverage and disability (including income tax gross up) benefit shall continue until the first to occur of (w) the Executive’s return to employment with the Employer or another employer providing equivalent or superior insurance benefits, (x) the Executive’s attainment of age 65, (y) the Executive’s death, or (z) the end of the term remaining under this Agreement when the Executive’s employment terminates. This section 4.2 shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Employer’s employee benefit plans, agreements, programs, or practices after the Executive’s employment termination, including without limitation retiree medical benefits.the (b) If (x) under the terms of the applicable policy or policies for the insurance benefits specified in section 4.2(a) it is not possible to continue the Executive’s coverage or (y) when employment termination occurs the Executive is a specified employee within the meaning of section 409A of the Internal Revenue Code of 1986, if any of the continued insurance benefits specified in section 4.2(a) would be considered deferred compensation under section 409A, and finally if an exemption from the six-month delay requirement of section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under section 4.2(a) the Employer shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Employer’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of 36 months remaining in the term of this Agreement or the number of months until the Executive attains age 65. The lump-sum payment shall be made 30 days after employment termination or, if section 4.1(b) applies and a six-month delay is required under Internal Revenue Code section 409A, on the first day of the seventh month after the month in which the Executive’s employment terminates.