Retired Early Employee. If (i) a Change of Control occurs during the Term of Employment hereunder, and (ii) within twelve (12) months after such Change of Control, either (x) Arrow and the Bank deliver to the Executive an advance written notice of Termination of Employment of Executive without Cause, which such notice shall comply with the requirements of Paragraph 11(gg) hereof or (y) the Executive delivers to Arrow and the Bank an advance written notice of a Termination of Employment of Executive for Good Reason, which such notice shall comply with the requirements of Paragraph 11(ff) hereof then, upon subsequent effectiveness of such Termination of Employment (either such termination, if effected under this Paragraph 6(a), a “Termination of Employment of Executive as a Retired Early Employee”), the Executive (sometimes referred to herein as a “Retired Early Employee”) will, following such a Termination of Employment, be entitled to receive, subject to the satisfaction of the conditions specified below in Section 8, upon the effective date of such Termination of Employment, such payments (in addition to any other payments then receivable by him) as are provided hereafter in this Paragraph 6.

Retired Early Employee. If a Change of Control or Change of Authority (as such terms are defined in subparagraph 6(f) below) occurs during the term of the Executive's employment under this Employment Agreement, either the Executive, on the one hand, or Arrow or the Bank, on the other, may elect by written notice, given to the other party or parties, at any time within twelve (12) months after such Change of Control or Change of Authority, to terminate the employment of the Executive by Arrow and the Bank, whereupon the Executive will become a "Retired Early Employee," and will be entitled to receive such payments as are provided hereafter in this Paragraph 6. Such election and the termination of the Executive's employment shall become effective on the first day of the second calendar month commencing after delivery of the notice or on such earlier date as the Executive in his sole discretion may specify (the "Effective Date").

See All (32)

Retired Early Employee. If (i) a Change of Control occurs during the Term of Employment hereunder, and (ii) within twelve (12) months after such Change of Control, either (x) Arrow or the Bank delivers an advance written notice of Termination of Employment of Executive without Cause, or (y) the Executive delivers an advance written notice of a Termination of Employment of Executive for Good Reason, then, upon subsequent effectiveness of such Termination of Employment (either such termination, if effected under this Paragraph 6(a), a “Termination of Employment of Executive as a Retired Early Employee”), the Executive (sometimes referred to herein as a “Retired Early Employee”) will, following such a Termination of Employment, be entitled to receive, upon the effective date of such Termination of Employment, such payments (in addition to any other payments then receivable by him) as are provided hereafter in this Paragraph 6.

See All (8)

Retired Early Employee. If a Change of Control occurs during the Term, either the Executive, on the one hand, or Arrow or the Bank, on the other, may elect by written notice, given to the other party or parties, at any time within twelve (12) months after such Change of Control, to effect the Executive’s “Termination of Employment as a Retired Early Employee”, whereupon the Executive will become a "Retired Early Employee," in which event the Executive will be entitled to receive such payments (in addition to any other payments then receivable by him) as are provided hereafter in this Paragraph 6. Any such Termination of Employment shall become effective on the first day of the second calendar month commencing after delivery of the notice or on such earlier date as the Executive in his sole discretion may specify.

See All (6)

Retired Early Employee. If (i) a Change of Control occurs during the Term, and (ii) within twelve (12) months after such Change of Control, either (x) Arrow or the Bank, by written notice given to Executive, terminates the employment of Executive with Arrow and/or the Bank (other than a Termination for Cause under Section 7(a) below), or (y) Executive, by written notice given to Arrow or the Bank, terminates the employment of Executive with Arrow and/or the Bank for Good Reason as defined under Section 7(c) below (either such termination under this Section 6(a), a “Termination of Employment as a Retired Early Employee”), the Executive will be entitled to receive such payments (in addition to any other payments then receivable by him) as are provided hereafter in this Paragraph 6. Any such Termination of Employment as a Retired Early Employee shall become effective on the first day of the second calendar month commencing after delivery of the notice or on such earlier date as the Executive in his sole discretion may specify.

Related to Retired Early Employee

Supplemental Retirement Benefits The terms and conditions for the payment of supplemental retirement benefits are set forth in a separate written agreement between the parties.
Supplemental Retirement Benefit In addition to the foregoing, Executive shall be eligible to participate in the Supplemental Executive Retirement Plan maintained by Cleco Utility Group Inc. or such other supplemental retirement benefit plans which the Company or its Affiliates may adopt, from time to time, for similarly situated executives (the "Supplemental Plan").
Post-Retirement Benefits The present value of the expected cost of post-retirement medical and insurance benefits payable by the Borrower and its Subsidiaries to its employees and former employees, as estimated by the Borrower in accordance with procedures and assumptions deemed reasonable by the Required Lenders is zero.
Accrued Benefit 1.05 1.16 Nonforfeitable ............................................. 1.05 1.17 Plan Year/Limitation Year .................................. 1.05 1.18 Effective Date ............................................. 1.05 1.19 Plan Entry Date ............................................ 1.05 1.20
Pre-Retirement Death Benefits Should the Director die while --------- ----------------------------- serving as a director of the Bank and prior to the Qualifying Date, the Bank will pay $671 per month for a continuous period of 120 months to the Beneficiary or Beneficiaries of the Director. The first such monthly installment payment shall be made on a date to be determined by the Bank, but in no event later than the first day of the sixth calendar month following the calendar month in which the Director died. In the event of the death of the last living Beneficiary before all installment payments shall have been made, the balance of any payments which remain unpaid at the time of such Beneficiary's death shall be commuted on the basis of eight percent (8%) per annum compounded interest and shall be paid in a single sum to the estate of the last Beneficiary to die. In the absence of any such beneficiary designation, or if no Beneficiary survives the Director, any payments remaining unpaid at the Director's death shall be commuted on the basis of eight percent (8%) per annum compounded interest and shall be paid in a single sum to the Director's estate.
Pre-Retirement Death Benefit 4.1 (a) Normal form of payment. If (i) the Director dies while employed by the Bank, and (ii) the Director has not made a Timely Election to receive a lump sum benefit, this Subsection 4.1(a) shall be controlling with respect to pre-retirement death benefits. The balance of the Director=s Retirement Income Trust Fund, measured as of the later of (i) the Director=s death, or (ii) the date any final lump sum Contribution is made pursuant to Subsection 2.1(b), shall be annuitized (using the Interest Factor) into monthly installments and shall be payable for the Payout Period. Such benefits shall commence within thirty (30) days of the date the Administrator receives notice of the Director=s death. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is less than the rate of return used to annuitize the Retirement Income Trust Fund, no additional contributions to the Retirement Income Trust Fund shall be required by the Bank in order to fund the final benefit payment(s) and make up for any shortage attributable to the less-than-expected rate of return. Should Retirement Income Trust Fund assets actually earn a rate of return, following the date such balance is annuitized, which is greater than the rate of return used to annuitize the Retirement Income Trust Fund, the final benefit payment to the Director=s Beneficiary shall distribute the excess amounts attributable to the greater-than-expected rate of return. The Director=s Beneficiary may request to receive the unpaid balance of the Director=s Retirement Income Trust Fund in a lump sum payment. If a lump sum payment is requested by the Beneficiary, payment of the balance of the Retirement Income Trust Fund in such lump sum form shall be made only if the Director=s Beneficiary notifies both the Administrator and trustee in writing of such election within ninety (90) days of the Director=s death. Such lump sum payment shall be made within thirty (30) days of such notice. The Director=s Accrued Benefit Account (if applicable), measured as of the later of (i) the Director's death or (ii) the date any final lump sum Phantom Contribution is recorded in the Accrued Benefit Account pursuant to Subsection 2.1(c), shall be annuitized (using the Interest Factor) into monthly installments and shall be payable to the Director's Beneficiary for the Payout Period. Such benefit payments shall commence within thirty (30) days of the date the Administrator receives notice of the Director=s death, or if later, within thirty (30) days after any final lump sum Phantom Contribution is recorded in the Accrued Benefit Account in accordance with Subsection 2.1(c).
Change in Control Benefit If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.
Normal Retirement Benefits A Participant shall be entitled to receive the balance held in his or her account upon attaining his or her Normal Retirement Age or at such earlier dates as the provisions of this Article VI may permit. If a Participant elects to continue working past his or her Normal Retirement Age, he or she will continue as an active Participant. Unless the Employer elects otherwise in the Adoption Agreement, distribution shall be made to such Participant at his or her request prior to his or her actual retirement. Distribution shall be made in the normal form, or if elected, in one of the optional forms of payment provided below.
Normal Retirement Benefit Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.
Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

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