Severance Pay Benefits Sample Clauses

Severance Pay Benefits. If the Executive's employment is terminated in a Qualifying Termination during the Protection Period, then the Executive shall be entitled to the following benefits: (i) if the Executive's Qualifying Termination occurs in a calendar year subsequent to the year in which the Change in Control occurred, a pro rata portion (based on the number of calendar days that have elapsed before the Executive's Date of Termination) of the Executive's maximum incentive award in effect for the calendar year in which the Date of Termination occurs; (ii) in lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and other severance benefits, the Company shall pay to the Executive a lump sum severance payment in an amount equal to three times the sum of (A) the higher of the Executive's annual base salary in effect immediately before the event or circumstance upon which the Notice of Termination is based or such salary in effect immediately before the Change in Control and (B) the higher of (x) the highest award made to the Executive pursuant to the Company's annual incentive plan for each of the three measuring periods completed immediately before the event or circumstance upon which the Notice of Termination is based or (y) such highest award in respect of the three measuring periods completed immediately before the Change in Control; (iii) an amount equal to the excess of (a) the actuarial equivalent of the benefit under the Company's qualified defined benefit retirement plan (the "Retirement Plan") (utilizing actuarial assumptions no less favorable to the Executive than those in effect under the Company's Retirement Plan immediately prior to the Change in Control) and any excess or supplemental retirement plan in which the Executive participates (together, the "SERP") that the Executive would receive if the Executive's employment continued for three years after the Date of Termination assuming for this purpose that all accrued benefits are fully vested, and, assuming that the Executive's compensation in each of the three years is his compensation for the last completed calendar year before the Date of Termination or before the Change of Control, whichever is higher, over (b) the actuarial equiva lent of the Executive's actual benefit (paid or payable), if any, under the Retirement Plan and the SERP as of the Date of Termination; (iv) the Company shall also continue to pay for one year after the Executive's Date of Termination...
Sample 1
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Severance Pay Benefits. Following the Paid Leave Period, Employee shall be paid through payroll for a period of six months, beginning April 20, 2017 and ending October 20, 2017 (“Severance Period”), and shall receive compensation at Employee’s established 2017 rate, less applicable payroll deductions. Severance payments will be made each pay period at the same times that compensation is paid to other employees. Employee will not accrue paid time off leave benefits or receive a car allowance during the Severance Period, but Employer will contribute to PERA and will continue to match Employee’s personal contribution to the ICMA-RC 457 deferred compensation program up to $5,000 or the annual maximum per year authorized by law. As of October 21, 2017, Employee shall no longer be considered an employee of the City.
Sample 1
Severance Pay Benefits. (a) The Company will pay the Employee, as a severance payment, an amount equal to the sum of (i) twelve (12) times the sum of her current monthly base salary (not including incentive compensation or benefits), plus (ii) twelve (12) times her monthly $500.00 vehicle allowance (exclusive of gasoline and oil expense reimbursements). Employee acknowledges that the Company has, as of the date of execution hereof, already made four (4) payments to the Employee pursuant to this obligation, and the Company agrees to continue to make such payments in equal bi-weekly installments in accordance with the Company's standard payroll practices. In addition, subject to paragraph 6(c), between January 4, 1999 and January 8, 1999, the Company will pay the Employee the lump sum of Fifty Thousand and No/100 Dollars ($50,000.00) in lieu of any incentive compensation. (b) Subject to paragraph 6(c), Company will continue medical and dental insurance employee benefits to which Employee was entitled immediately prior to the Termination Date until the earlier of (i) twelve (12) months following the Termination Date or (ii) the date or dates on which Employee receives, as an employee, independent contractor or agent, medical, dental and/or life insurance benefits from a third party. The parties hereby acknowledge that COBRA coverage eligibility for Employee will commence immediately upon cessation of such benefits. Company will provide Employee such director and officer liability insurance coverage as it may from time to time provide its officers (including but not limited to if new such insurance is obtained) until such time as Employee is no longer subject to claims as an officer of Company. Company acknowledges that Employee is entitled to her individual account balances with respect to the Company's Supplemental Executive Retirement and Stock Purchase Plans as the balances exist as of the Termination Date. Moreover, Company agrees to accelerate Employee's vesting schedule under the Company's Supplemental Executive Retirement Plan so that her Employer Contribution Account is fully vested and not subject to forfeiture as of the Termination Date. This Agreement will inure to the benefit of and be enforceable by Employee's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Employee should die while any amounts are still payable to her hereunder, all such amounts, unless otherwise provided hereunder or under the t...
Sample 1
Severance Pay Benefits. (a) The Company will pay the Employee, as a severance payment, an amount equal to the sum of (i) twelve (12) times her current monthly base salary (not including incentive compensation or benefits), plus (ii) twelve (12) times her monthly $500.00 vehicle allowance (exclusive of gasoline and oil expense reimbursements). In addition, between January 4, 1999 and January 8, 1999 Employee will be paid (i) a lump sum payment of Fifty Thousand and No/100 Dollars ($50,000.00) in lieu of any incentive compensation, (ii) any earned but unpaid base salary through the Termination Date, (iii) any unpaid vehicle allowance through the Termination Date, and (iv) subject to the Company's standard reimbursement policies, expense reimbursements owed to Employee in respect to her employment through the Termination Date. Employee agrees that she is not entitled to any accrued vacation. In the event Employee has not secured either (i) full-time employment or (ii) been otherwise so engaged at an annualized rate of compensation of at least $125,000.00, Company will pay Employee, as additional severance, a sum per month equal to her current monthly base salary (not including incentive compensation or benefits) plus Five Hundred and No/100 Dollars ($500.00) (reflecting her monthly vehicle allowance exclusive of gasoline and oil expense reimbursements) for six (6) months or, if earlier, such time as Employee (i) secures full-time employment or (ii) is otherwise engaged and receiving annualized compensation of at least $125,000.00. Subject to paragraph 6(c), any severance payments hereunder to be made following the Termination Date will be made in installments in accordance with the Company's standard payroll practices. (b) Subject to paragraph 6(c), Company will continue medical and dental insurance employee benefits to which Employee was entitled immediately prior to the Termination Date until the earlier of (i) eighteen (18) months following the Termination Date, or (ii) the date or dates on which Employee receives, as an employee, independent contractor or agent, medical and/or dental insurance benefits from a third party. The parties hereby acknowledge that COBRA coverage eligibility for Employee will commence immediately upon cessation of such benefits. Company acknowledges that Employee is entitled to her individual account balances with respect to the Company's Supplemental Executive Retirement and Stock Purchase Plans as the balances exist as of the Termination Date.
Sample 1
Severance Pay Benefits. If during the term of this Agreement Employee's employment terminates for any reason other than for cause, death or voluntary leaving, Employee shall receive the following pay and benefits: A. A payment in Twenty four (24) monthly installments equal to two (2) times what the Employee's salary has been for the Twelve (12) months prior to the date of termination, commencing on the first of the month following the date of termination; B. Continuation of Employee in all Medical, Hospital, Life Insurance, Disability, Profit-sharing, Retirement Income Plans, Executive Deferred Compensation Plan and automobile and gas allowances at Employer's expense for Twenty four (24) months from the date of termination; C. Out-placement Services including professional, secretarial, and job search support for Twenty four (24) months from the date of termination at a total cost not to exceed $12,000.00. Employee shall have the option of taking a lump sum payment less applicable tax deductions in lieu of outplacement;
Sample 1
Severance Pay Benefits. If you (i) sign, timely deliver, and do not revoke this Severance Agreement as described in Paragraph 21 and (ii) sign and timely deliver the Supplemental Release in the form set forth as Attachment A hereto (the “Supplemental Release”) on the Separation Date and do not subsequently revoke the Supplemental Release within the time period set forth therein, the Company will, following the Effective Date (as defined in the Supplemental Release), provide you with the following benefits (collectively, the “Severance Pay Benefit”), subject to the terms and conditions contained in this Agreement, the Award Agreements, and the Plan: (a) Cash payments in the total gross amount of $1,447,500, less all applicable withholdings and standard deductions (the “Severance Payment”). The Severance Payment represents the equivalent of eighteen (18) months of your current base salary. The Severance Payment will be paid in a series of successive equal periodic installments over eighteen months. The first such installment will be paid, in accordance with the Plan, within the sixty (60)-day period following the Effective Date. Each subsequent installment will be paid on a successive basis thereafter on each regularly-scheduled pay date for the Company’s salaried employees. The Severance Payment amount will be included on applicable W-2 Forms issued by the Company. (b) A lump sum cash payment in the gross amount of $1,7500,000, less all applicable withholdings and standard deductions (the “Lump Sum Incentive Payment”), which reflects your forfeiture of a 2019 annual bonus opportunity, ineligibility to receive a bonus-based payment under the Severance Plan, and forfeiture of 2019 equity awards. The Lump Sum Incentive Payment will be paid within the sixty (60)-day period following the Effective Date. The Lump Sum Incentive Payment will be included on an applicable W-2 Form issued by the Company. (c) A lump sum cash payment in the gross amount of $45,076.86, less all applicable withholdings and standard deductions, which is intended to partially offset costs of your health care continuation coverage as if you were electing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) for eighteen (18) months (the “Lump Sum Health Care Payment”). Please note that if you are not a participant in the Company’s group health care plan as of your Separation Date, you will not be eligible for the Lump Sum Health Care Payment. The Lump Sum Health Care Payment,...
Sample 1
Severance Pay Benefits. Provided Employee executes this Agreement, and has not revoked her acceptance of this Agreement as permitted by paragraph 6, and this Agreement has become effective within thirty (30) days of the Termination Date, Employer shall pay Employee (i) a lump sum payment as a one-time separation payment in the gross amount of One Hundred Seventy-Five Thousand Dollars ($175,000.00) minus all deductions required by law (“Separation Payment”) and (ii) a severance amount in the gross amount of Eight Hundred Four Thousand Six Hundred Eighty Seven Dollars and Fifty Cents ($804,687.50), minus all deductions required by law (“Severance”), and in accordance with the following terms and schedule: (a) The Separation Payment will be made within thirty (30) days of the Effective Date of this Agreement. The first installment of the Severance in the amount of Twenty Six Thousand Eight Hundred Twenty Two Dollars and Ninety Two Cents ($26,822.92), minus all required deductions, will be paid on the first regular pay date after the Effective Date. (b) The balance of the Severance shall be paid in Twenty-Nine (29) equal installments of Twenty Six Thousand Eight Hundred Twenty Two Dollars and Ninety Two Cents ($26,822.92), minus all required deductions. The first installment shall be paid on the first regular pay date after the Severance payment described in subparagraph 1(a) of this Agreement. Subsequent installments shall be paid every two weeks thereafter in accordance with Employer’s established payroll practices on Employer’s regular pay dates until the final such payment has been made (“End of Severance Period”). (c) All the payments described or made in this Agreement, including in paragraph 1 hereof will be subject to normal and ordinary payroll deductions and all withholdings or taxes required by law, and in addition to such deductions, withholding and taxes any amounts authorized by the Employee. Further, the Employer and Employee agree that so long as Employer has made or makes at least four (4) payments of Severance, the Employer may, at its election, suspend any further payment of Severance to Employee if at any time Employee is in violation of any term of subparagraph 3(b) hereof, and may continue to suspend any such payments during the period that Employee is in violation of such agreement; provided, however, that prior to suspending any Severance payments, Employer shall provide Employee with notice of the alleged violation and a reasonable opportunity for the Employe...
Sample 1
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Severance Pay Benefits. In consideration for founding the Company and for almost 15 years of service, SpectRx agrees to pay the Executive, two years severance at 50% of full salary (50% of $230,000 per year or $115,000 per year), to be paid out at the SpectRx's normal two week payroll interval, but not less than once every two weeks. The severance shall include full benefits not less than that offered to the new or interim CEO of SpectRx for a period of 24 months from the Resignation Date. SpectRx agrees to pay $50,000 of the severance in advance upon the consummation of the Asset Sale. SpectRx shall provide legal review of this Agreement to conform it with Rule 409A and both parties agree to make such amendments such that this Agreement shall conform with Rule 409A in all aspects, if applicable. The Executive is under no obligation to mitigate damages or the amount of any payment provided for hereunder by seeking other employment or otherwise; provided, however, that the Executive's coverage under SpectRx's welfare benefit plans will be reduced to the extent that the Executive becomes covered under any comparable employee benefit plan made available by another employer and covering the same type of benefits. The Executive will report to SpectRx any such benefits actually received by him
Sample 1
Severance Pay Benefits 
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Related to Severance Pay Benefits

  • Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for

  • Severance Benefits In addition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) Payment of an amount equal to 2.0 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of eighteen (18) months following Employee’s Termination Date, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control.

  • Severance Pay Notwithstanding the provisions of Article 62 (Severance Pay) of this Agreement, where the period of continuous employment in respect of which severance benefit is to be paid consists of both full and part-time employment or varying levels of part-time employment, the benefit shall be calculated as follows: the period of continuous employment eligible for severance pay shall be established and the part-time portions shall be consolidated to equivalent full-time. The equivalent full-time period in years shall be multiplied by the full-time weekly pay rate for the appropriate group and level to produce the severance pay benefit.

  • Severance Benefit (a) If the employment of the Employee with the Company is terminated by the Company for any reason other than Cause (as defined below) or if the Employee terminates his or her employment with the Company for Good Reason (as defined below), the Company shall pay the Employee, from the date of termination, in addition to any payments to which the Employee is entitled under the Company’s severance pay plan, twelve (12) months of base salary at the Employee’s annual base salary level in effect at the time of such termination or immediately prior to the salary reduction that serves as the basis for termination for Good Reason. Employee will also be entitled to payment of an amount of cash equal to $20,000. The aggregate base salary and other cash amount payable shall be paid by the Company to the Employee in one lump sum on the first day following the six (6) month anniversary of the date of the Employee’s termination. For purposes of this Agreement, the term “termination” when used in the context of a condition to, or timing of, payment hereunder shall be interpreted to mean a “separation from service” as that term is used in Section 409A of the Code. (b) Employee will also be entitled to twelve (12) months of health benefits continuation if terminated under circumstances described in subpart (a) above. To the extent any such benefits cannot be provided to the Employee on a non-taxable basis and the provision thereof would cause any part of the benefits to be subject to additional taxes and interest under Section 409A of the Code, then the provision of such benefits shall be deferred to the earliest date upon which such benefits can be provided without being subject to such additional taxes and interest. (c) Solely for purposes of this Agreement, “Cause” shall include: i. the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties hereunder, ii. willful and repeated failures to substantially perform his assigned duties; or iii. a violation of any provision of this Agreement or express significant policies of the Company. (d) Solely for purposes of this Agreement, termination for “Good Reason” shall mean termination of employment by the Employee within ninety (90) days after:

  • Separation Benefits If this Agreement is terminated either by the Company without Cause in accordance with Section 6(c) (including the Company’s non-renewal of this Agreement) or by Employee resigning his employment for Good Reason in accordance with Section 6(d), the Company shall have no further obligation to Employee under this Agreement, except the Company shall provide the Accrued Obligations to Employee in accordance with Section 7(a) plus the following payments and benefits (collectively, the “Separation Benefits”) to Employee: (i) an amount equal to one times the sum of the Base Salary in effect immediately before the Termination Date plus the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 7 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) (together, the “Separation Pay”); and (ii) during the six-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his eligible dependents under the Company’s group heath insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or similar state law, the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in writing within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The Separation Pay shall be paid to Employee in a lump sum within 60 days of the Termination Date; provided, however, that no Separation Pay shall be paid to Employee unless the Company receives, on or within 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). Any COBRA reimbursements due under this Section shall be made by the last day of the month following the month in which the applicable premiums were paid by Employee. For the avoidance of doubt, Employee shall not be entitled to the Separation Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and 6(f).

  • Severance Payments 5.1 The Company shall pay the Executive the payments described in this Section 5.1 ("Severance Payments") upon the termination of the Executive's employment following a Change in Control during the term of this Agreement, including the Executive's termination of employment for Good Reason, unless such termination is (a) by the Company for Cause, or (b) by reason of the Executive's Death or Disability. The Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause if the Executive's employment is terminated prior to a Change in Control without Cause at the direction (or action which constitutes a direction) of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control. (i) Within three (3) business days after the Date of Termination, the Company shall make a lump sum or monthly, at the Executive's option, cash severance payment to the Executive in an amount equal to: (x) the Executive's annual base salary in effect immediately prior to the occurrence of the event or circumstance upon which the Notice of Termination is based or in effect immediately prior to the Change in Control; and (y) a pro-rated portion of Executive's Targeted Annual Bonus for the fiscal year in which the Date of Termination occurs. (ii) For a twelve (12) month period after the Date of Termination, the Company shall arrange to provide the Executive with medical and dental insurance benefits substantially similar to those that the Executive is receiving immediately prior to the Notice of Termination. Benefits otherwise receivable by the Executive pursuant to this Section 5.1(ii) shall be reduced to the extent comparable benefits are actually received by or made available to the Executive without cost during the twelve (12) month period following the Executive's termination of employment (and any such benefits actually received by the Executive shall be reported to the Company by the Executive). 5.2 The Company also shall pay to the Executive all legal fees and expenses incurred by the Executive in disputing the non-payment of Severance Payments in connection with a termination which entitles the Executive to Severance Payments. Such payments shall be made within five (5) business days after delivery of the Executive's written request for payment accompanied with such evidence of fees and expenses incurred as the Company reasonably may require.

  • Employment Benefits In addition to the Salary payable to the Executive hereunder, the Executive shall be entitled to the following benefits:

  • Change in Control Benefits In the event there is a Change in Control, as defined below, and the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Employer without Cause (other than on account of the Executive’s death or disability), in each case within twelve (12) months either (a) after Executive’s employment has terminated or (b) following a Change in Control, the Executive shall be entitled to be paid, in a single lump sum, severance equal to two (2) years’ salary at that salary rate being paid to Executive as of the date of the Executive’s termination together with an amount equal to one times (1.0x) the average of the Annual Bonus paid to Executive for services during the preceding three (3) calendar years (or the Executive’s period of employment, if less than three (3) years), provided; that, in the event the Executive’s employment has terminated and Executive has been paid a severance benefit under Section 6 of this Agreement, such change in control benefit under this Section 7 shall be reduced by the amount of the severance benefit previously paid. Executive acknowledges and agrees that such payment is in lieu of all damages, payments and liabilities on account of the early termination of this Agreement and is the sole and exclusive remedy for Executive (other than rights, if any, to exercise any of the stock options vested prior to such termination), and shall only be paid, within 60 days after his separation from service with Employer, subject to Executive’s execution and delivery to Employer, within such 60-day period, of a complete release of all claims Executive may have against the Employer, its officers, directors, agents, employees, predecessors, successors, parents, subsidiaries, and affiliates. If the 60-day period referred to in the immediately preceding sentence begins in one calendar year and ends in the following calendar year, then the payment shall be made in the latter calendar year. If upon termination of employment Executive chooses to arbitrate any claims pursuant to Section 18, Executive shall be deemed to have waived Executive’s right, if any, to severance.

  • Termination Benefits (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall: (i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and (ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination. (b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination. (c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period.

  • Termination of Employment with Severance Benefits (a) In the event that the Officer’s employment with the Bank shall terminate during the Assurance Period, or prior to the commencement of the Assurance Period but within three (3) months of and in connection with a Change of Control as defined in section 10 of this Agreement on account of: (i) The Officer’s voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Bank’s Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving, on the day before the Assurance Period commenced or a more senior office; (B) the failure of the stockholders of the Holding Company to elect or re-elect the Officer as a member of the Board, if he was a member of the Board on the day before the Assurance Period commenced; (C) the expiration of a thirty (30) day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank’s Organization Certificate or By-laws, action of the Board or the Holding Company’s stockholders or otherwise, to vest in the Officer the functions, duties, or responsibilities vested in the Officer on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Officer may be appointed), unless during such thirty (30) day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within thirty (30) days following written notice from the Officer of such material breach; (E) a reduction in the compensation provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank’s program of employee benefits, compared with the compensation and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer’s principal place of employment that would result in a one-way commuting time in excess of the greater of (I) 30 minutes or (II) the Officer’s commuting time immediately prior to such change; or (ii) the discharge of the Officer by the Bank for any reason other than for “cause” as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts provided for under section 8(b) of this Agreement; provided, however, that if benefits or payments become due hereunder as a result of the Officer’s termination of employment prior to the commencement of the Assurance Period, the benefits and payments provided for under section 8(b) of this Agreement shall be determined as though the Officer had remained in the service of the Bank (upon the terms and conditions in effect at the time of his actual termination of service) and had not terminated employment with the Bank until the date on which the Officer’s Assurance Period would have commenced. (b) Upon the termination of the Officer’s employment with the Bank under circumstances described in section 8(a) of this Agreement, the Bank shall pay and provide to the Officer (or, in the event of the Officer’s death, to the Officer’s estate) on his termination of employment, subject to section 24 : (i) the Officer’s earned but unpaid compensation (including, without limitation, all items which constitute wages under section 190.1 of the New York Labor Law and the payment of which is not otherwise provided for under this section 8(b)) as of the date of the termination of the Officer’s employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment; (ii) the benefits, if any, to which the Officer is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), accident and long term disability insurance benefits, in addition to that provided pursuant to section 8(b)(ii) and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Officer, for the remaining unexpired Assurance Period, coverage equivalent to the coverage to which the Officer would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of compensation achieved during the Officer’s period of actual employment with the Bank; (iv) a lump sum payment, in an amount equal to the pre­sent value of the salary that the Officer would have earned if the Officer had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of salary achieved during the Officer’s period of actual employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”) (“Applicable Short-Term Rate”), compounded using the compounding periods corresponding to the Bank’s regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination; (v) a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which the Officer would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank if the Officer were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the remaining unexpired Assurance Period and by adding to the compensation recognized under such plans for the year in which termination of employment occurs all amounts payable under sections 8(b)(I), (iv) and (vii); (B) the present value of the benefits to which the Officer is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the applicable long-term federal rate prescribed under section 1274(d) of the Code for the month in which his employment terminates; provided, however, that if payments are made under this section 8(b)(v) as a result of this section deeming otherwise unvested amounts under such defined benefit plans to be vested, the payments, if any, attributable to such deemed vesting shall be paid in the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan; (vi) a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank during the remaining unexpired Assurance Period at the highest annual rate of compensation achieved during the Officer’s period of actual employment with the Bank, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of the discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Applicable Short-Term Rate; provided, however, that if payments are made under this section 8(b)(vi) as a result of this section deeming otherwise unvested amounts under such defined contribution plans to be vested, the payments, if any, attributable to such deemed vesting shall be paid in the same form, and paid at the same time, and in the same manner, as benefits under the corresponding non-qualified plan; (vii) the payments that would have been made to the Officer under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank, if he had continued working for the Bank during the remaining unexpired Assurance Period and had earned the maximum bonus or incentive award in each calendar year that ends during the remaining unexpired Assurance Period, such payments to be equal to the product of: (A) the maximum percentage rate at which an award was ever available to the Officer under such incentive compensation plan; multiplied by (B) the salary that would have been paid to the Officer during each such calendar year at the highest annual rate of salary achieved during the remaining unexpired Assurance Period, such payments to be made without discounting for early payment .. The Bank and the Officer hereby stipulate that the damages which may be incurred by the Officer following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 8(b) constitute a reasonable estimate under the circumstances of all damages sustained as a consequence of any such termination of employment, other than damages arising under or out of any stock option, restricted stock or other non-qualified stock acquisition or investment plan or program, it being understood and agreed that this Agreement shall not determine the measurement of damages under any such plan or program in respect of any termination of employment. Such damages shall be payable without any requirement of proof of actual damage and without regard to the Officer’s efforts, if any, to mitigate damages. The Bank and the Officer further agree that the Bank may condition the payments and benefits (if any) due under sections 8(b)(iii), (iv), (v), (vi) and (vii) on the receipt of the Officer’s resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank, the Company or any subsidiary or affiliate of either of them.

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