Common use of Remedies for Termination Clause in Contracts

Remedies for Termination. (1) Upon termination of the Executive's employment under this Agreement pursuant to subsections a. or g. of this Section 7, the Executive shall receive until the Expiration Date: (a) 200% of the salary set forth in Section 4, payment of which shall be at the time provided for in this Agreement as if the Executive's employment under this Agreement has not terminated. (b) annually, an amount equal to the average of the three highest annual incentive compensation payments made to Executive by the Bank prior to the termination pursuant to subsection a. or the event given Executive the right to terminate his employment under subsection g.; and (c) medical care, pension and similar benefits, at no cost to Executive, substantially comparable to those furnished to Executive by the Bank immediately prior to termination of employment hereunder. (d) upon termination without Cause or termination for "good reason" following a "change in control," the Bank shall determine the aggregate present value (pursuant to ss.1274(b)(2) of the Internal Revenue Code) of all amounts payable hereunder, and of all of other amounts payable to the Executive upon or by reason of his termination which are determined in good faith by the Bank to be "parachute payments," (as defined in ss.280G(b)(2) of the Code and the regulations promulgated thereunder) made pursuant to agreements or plans which are subject to Section 280G. The Bank's determination of present value and of other amounts constituting "parachute payments" is binding; provided that if Executive obtains an opinion of counsel satisfactory to the Bank or an Internal Revenue Service ruling to the effect that the method of determining present value was improper or that specified payments did not constitute "parachute payments," calculations will be made in accordance with such opinion or filing. In the event that aggregate present value of all benefits under this Agreement and other "parachute payments" is equal to or in excess of 300% of the Executive's "base amount" as defined in Section 280G(b)(3)(A) and regulations thereunder, the Executive waives the right to "parachute payments" sufficient to reduce the present value of all such payments below 300% of the "base amount." The Executive shall have the right to designate those benefits which shall be waived or reduced in order to comply with this provision, but failing designation by the Executive, the Bank may designate those benefits which must be waived or reduced. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank in applying the terms of this Section 7, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" paid to or for the Executive's benefit not being deductible by the Bank or an Affiliate by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank upon demand an amount equal to the sum of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such payment. (2) Any payment made by Bank under this Section shall be deemed to constitute liquidated damages and not a penalty for the Bank's breach of this Agreement. Executive shall not be required to mitigate his damages hereunder by seeking employment or otherwise. (3) Notwithstanding anything to the contrary contained in this Section, Executive shall not receive and does hereby waive the right to receive any amount upon his termination of employment (whether pursuant to the terms of this Agreement or pursuant to any other policy or arrangement) which would cause Executive to receive an amount which exceeds three times the Executive's annualized salary for the year in which Executive's employment is terminated.

Remedies for Termination. (1) Upon termination of the Executive's employment under this Agreement pursuant to subsections a. (a) or g. (g) of this Section 7, the Executive shall receive until the Expiration Date: (a1) 200% of the salary set forth in Section 4, as the same may have been increased from time to time, payment of which shall be at the time provided for in this Agreement as if the Executive's employment under this Agreement has not terminated. (b2) annually, an amount equal to the average of the three highest annual incentive compensation payments made to Executive by the Bank Association prior to the termination pursuant to subsection a. (a) or the event given Executive the right to terminate his employment under subsection g.(g); and (c3) medical care, pension and similar benefits, at no cost to Executive, substantially comparable to those furnished to Executive by the Bank Association immediately prior to termination of employment hereunder. (d4) upon termination without Cause or termination for "good reason" following a "change in control," ", the Bank Association shall determine the aggregate present value (pursuant to ss.1274(b)(2Section 1274(b)(2) of the Internal Revenue Code) of all amounts payable hereunder, and of all of other amounts payable to the Executive upon or by reason of his termination which are determined in good faith by the Bank Association to be "parachute payments," ", (as defined in ss.280G(b)(2Section 280G(b)(2) of the Code and the regulations promulgated thereunder) made pursuant to agreements or plans which are subject to Section 280G. The BankAssociation's determination of present value and of other amounts constituting "parachute payments" is binding; provided that if Executive obtains an opinion of counsel satisfactory to the Bank Association or an Internal Revenue Service ruling to the effect that the method of determining present value was improper or that specified payments did not constitute "parachute payments," ", calculations will be made in accordance with such opinion or filingruling. In the event that aggregate present value of all benefits under this Agreement and other "parachute payments" is equal to or in excess of 300% of the Executive's "base amount" as defined in Section 280G(b)(3)(A) and regulations thereunder, the Executive waives the right to "parachute payments" sufficient to reduce the present value of all such payments below 300% of the "base amount." The Executive shall have the right to designate those benefits which shall be waived or reduced in order to comply with this provision, but failing designation by the Executive, the Bank Association may designate those benefits which must be waived or reduced. . (5) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank Association in applying the terms of this Section 7, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" paid to or for the Executive's benefit not being deductible by the Bank Association or an Affiliate by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank Association upon demand an amount equal to the sum of of (i) the excess of the aggregate "parachute payments" ", paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such payment. (2) . Any payment made by Bank Association under this Section shall be deemed to constitute liquidated damages and not a penalty for the BankAssociation's breach of this Agreement. Executive shall not be required to mitigate his damages hereunder by seeking employment or otherwise. (3) Notwithstanding anything to the contrary contained in this Section, Executive shall not receive and does hereby waive the right to receive any amount upon his termination of employment (whether pursuant to the terms of this Agreement or pursuant to any other policy or arrangement) which would cause Executive to receive an amount which exceeds three times the Executive's annualized salary for the year in which Executive's employment is terminated.

Remedies for Termination. (1) Upon termination of the Executive's employment under this Agreement pursuant to subsections a. (a) or g. (g) of this Section 7, the Executive shall receive until the Expiration Date: (a1) 200% of the salary set forth in Section 4, as the same may have been increased from time to time, payment of which shall be at the time provided for in this Agreement as if the Executive's employment under this Agreement has not terminated. (b2) annually, an amount equal to the average of the three highest annual incentive compensation payments made to Executive by the Bank Association prior to the termination pursuant to subsection a. (a) or the event given Executive the right to terminate his employment under subsection g.(g); and (c3) medical care, pension and similar benefits, at no cost to Executive, substantially comparable to those furnished to Executive by the Bank Association immediately prior to termination of employment hereunder. (d4) upon termination without Cause or termination for "good reason" following a "change in control," ", the Bank Association shall determine the aggregate present value (pursuant to ss.1274(b)(2Section 1274(b)(2) of the Internal Revenue Code) of all amounts payable hereunder, and of all of other amounts payable to the Executive upon or by reason of his termination which are determined in good faith by the Bank Association to be "parachute payments," ", (as defined in ss.280G(b)(2Section 280G(b)(2) of the Code and the regulations promulgated thereunder) made pursuant to agreements or plans which are subject to Section 280G. The BankAssociation's determination of present value and of other amounts constituting "parachute payments" is binding; provided that if Executive obtains an opinion of counsel satisfactory to the Bank Association or an Internal Revenue Service ruling to the effect that the method of determining present value was improper or that specified payments did not constitute "parachute payments," ", calculations will be made in accordance with such opinion or filingruling. In the event that aggregate present value of all benefits under this Agreement and other "parachute payments" is equal to or in excess of 300% of the Executive's "base amount" as defined in Section 280G(b)(3)(A) and regulations thereunder, the Executive waives the right to "parachute payments" sufficient to reduce the present value of all such payments below 300% of the "base amount." ". The Executive shall have the right to designate those benefits which shall be waived or reduced in order to comply with this provision, but failing designation by the Executive, the Bank Association may designate those benefits which must be waived or reduced. . (5) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank Association in applying the terms of this Section 7, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" paid to or for the Executive's benefit not being deductible by the Bank Association or an Affiliate by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank Association upon demand an amount equal to the sum of of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such payment. (2) . Any payment made by Bank Association under this Section shall be deemed to constitute liquidated damages and not a penalty for the BankAssociation's breach of this Agreement. Executive shall not be required to mitigate his damages hereunder by seeking employment or otherwise. (3) Notwithstanding anything to the contrary contained in this Section, Executive shall not receive and does hereby waive the right to receive any amount upon his termination of employment (whether pursuant to the terms of this Agreement or pursuant to any other policy or arrangement) which would cause Executive to receive an amount which exceeds three times the Executive's annualized salary for the year in which Executive's employment is terminated.

Remedies for Termination. (1) Upon termination of the Executive's employment under this Agreement pursuant to subsections a. (a) or g. (g) of this Section 7, the Executive shall receive until the Expiration Date: (a1) 200% of the salary set forth in Section 4, as the same may have been increased from time to time, payment of which shall be at the time provided for in this Agreement as if the Executive's employment under this Agreement has not terminated. (b2) annually, an amount equal to the average of the three highest annual incentive compensation payments made to Executive by the Bank Association prior to the termination pursuant to subsection a. (a) or the event given Executive the right to terminate his employment under subsection g.(g); and (c3) medical care, pension and similar benefits, at no cost to Executive, substantially comparable to those furnished to Executive by the Bank Association immediately prior to termination of employment hereunder. (d4) upon termination without Cause or termination for "good reason" following a "change in control," ", the Bank Association shall determine the aggregate present value (pursuant to ss.1274(b)(2Section 1274(b)(2) of the Internal Revenue Code) of all amounts payable hereunder, and of all of other amounts payable to the Executive upon or by reason of his termination which are determined in good faith by the Bank Association to be "parachute payments," ", (as defined in ss.280G(b)(2Section 280G(b)(2) of the Code and the regulations promulgated thereunder) made pursuant to agreements or plans which are subject to Section 280G. The BankAssociation's determination of present value and of other amounts constituting "parachute payments" is binding; provided that if Executive obtains an opinion of counsel satisfactory to the Bank Association or an Internal Revenue Service ruling to the effect that the method of determining present value was improper or that specified payments did not constitute "parachute payments," ", calculations will be made in accordance with such opinion or filingruling. In the event that aggregate present value of all benefits under this Agreement and other "parachute payments" is equal to or in excess of 300% of the Executive's "base amount" as defined in Section 280G(b)(3)(A) and regulations thereunder, the Executive waives the right to "parachute payments" sufficient to reduce the present value of all such payments below 300% of the "base amount." The Executive shall have the right to designate those benefits which shall be waived or reduced in order to comply with this provision, but failing designation by the Executive, the Bank Association may designate those benefits which must be waived or reduced. . (5) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank Association in applying the terms of this Section 7, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" paid to or for the Executive's benefit not being deductible by the Bank Association or an Affiliate by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank Association upon demand an amount equal to the sum of (i) the excess of the aggregate "parachute payments" paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such payment. (2) . Any payment made by Bank Association under this Section shall be deemed to constitute liquidated damages and not a penalty for the BankAssociation's breach of this Agreement. Executive shall not be required to mitigate his damages hereunder by seeking employment or otherwise. (3) Notwithstanding anything to the contrary contained in this Section, Executive shall not receive and does hereby waive the right to receive any amount upon his termination of employment (whether pursuant to the terms of this Agreement or pursuant to any other policy or arrangement) which would cause Executive to receive an amount which exceeds three times the Executive's annualized salary for the year in which Executive's employment is terminated.

Remedies for Termination. (1) Upon termination of the Executive's employment under this Agreement pursuant to subsections a. (a) or g. c) of this Section 7, except modified by subsection (d)(5) of this Section 7, the Executive shall receive until the Expiration DateDate of the Employment Period, as extended: (a1) 200% of the The salary set forth in Section 4, as the same may have been increased from time to time, payment of which shall be at the time provided for in this Agreement as if the Executive's employment under this Agreement has had not terminated.; (b2) annually, an amount equal to the average of the three highest annual cash incentive compensation payments made to Executive by the Bank EDII prior to the such termination pursuant to subsection a. 7(a) or the event given giving Executive the right to terminate his employment under subsection g.7(c); and (c3) medical care, pension and similar benefits, at no cost to Executive, substantially comparable to those furnished to Executive by the Bank EDII immediately prior to termination of employment hereunder.; (4) the stock options granted to the Executive pursuant to this Agreement will continue in force and effect; and (5) in the event that Executive becomes entitled to any payments ("Severance Payments") from EDII under this subsection (d) upon termination without Cause or termination for otherwise which are subject to tax (the "good reason" following a Excise Tax"change in control," the Bank shall determine the aggregate present value (pursuant to ss.1274(b)(2) imposed by Section 4999 of the Internal Revenue CodeCode of 1986, as amended, EDII shall pay to Executive an additional amount (the "Gross-up Payment") of all amounts payable hereunder, and of all of other amounts payable to such that the net amount retained by the Executive upon or by reason of his termination which are determined in good faith by the Bank to be "parachute payments," (as defined in ss.280G(b)(2) of the Code and the regulations promulgated thereunder) made pursuant to agreements or plans which are subject to Section 280G. The Bank's determination of present value and of other amounts constituting "parachute payments" is binding; provided that if Executive obtains an opinion of counsel satisfactory to the Bank or an Internal Revenue Service ruling to the effect that the method of determining present value was improper or that specified payments did not constitute "parachute payments," calculations will be made in accordance with such opinion or filing. In the event that aggregate present value of all benefits under this Agreement subsection (d), after deduction of any Excise Tax on the Severance Payments and other "parachute payments" is equal to or in excess of 300% of any Excise Tax federal, state and local income tax upon the Executive's "base amount" as defined in Section 280G(b)(3)(A) and regulations thereunderGross-up Payment, the Executive waives the right to "parachute payments" sufficient to reduce the present value of all such payments below 300% of the "base amount." The Executive shall have the right to designate those benefits which shall be waived or reduced in order to comply with this provision, but failing designation by the Executive, the Bank may designate those benefits which must be waived or reduced. If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Bank in applying the terms of this Section 7, the aggregate "parachute payments" paid to or for the Executive's benefit are in an amount that would result in any portion of such "parachute payments" paid to or for the Executive's benefit not being deductible by the Bank or an Affiliate by reason of Section 280G of the Code, then the Executive shall have an obligation to pay the Bank upon demand an amount equal to the sum of (i) Severance Payments before the excess of the aggregate "parachute payments" paid to or for the Executive's benefit without any portion of such "parachute payments" not being deductible by reason of Section 280G of the Code and (ii) interest on the amount set forth in clause (i) above at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such excess until the date of such payment. (2) Excise Tax. Any payment made by Bank EDII under this Section shall be deemed to constitute liquidated damages and not a penalty for the BankEDII's breach of this Agreement. Executive shall not be required to mitigate his damages hereunder by seeking employment or otherwise. (3) Notwithstanding anything . Executive's right to the contrary contained compensation as provided in this Section, subsection 7(d) shall continue if the Executive shall not receive and does hereby waive the right to receive any amount upon his termination of employment (whether pursuant to the terms of this Agreement or pursuant to any secures other policy or arrangement) which would cause Executive to receive an amount which exceeds three times the Executive's annualized salary for the year in which Executive's employment is terminatedemployment.