Common use of Severance Policy Clause in Contracts

Severance Policy. Sovereign agrees to cause Sovereign Bank to provide employees of Carnegie Bank whose employment is terminated in connection with the Merger within three (3) months of the Effective Date, either because such employee's position is eliminated or such employee is not offered comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty (30) miles from an employee's work location), excluding any employee who has an existing employment or consulting agreement or whose employment is terminated for Cause (as defined below), as follows, provided such employees execute such documentation as Sovereign may reasonably require, including Sovereign's customary form of release: (i) employees with a title of vice president or higher and employees with five (5) or more years of service shall be entitled to two weeks of base salary as severance pay for each year of service with Carnegie or Carnegie Bank, with a two-week minimum; (ii) employees with a title lower than vice president (other than employees with five (5) or more years of service) shall be entitled to one week of base salary as severance pay for each year of service with Carnegie or Carnegie Bank, with a one-week minimum; and (iii) Richard Rosa shall be entitled tx xxx xxxxxx of base salary as severance pay and any additional benefits set forth on the Carnegie Disclosure Schedule. For purposes of this Section 4.11(c), "Cause" shall mean termination because of the employee's personal dishonesty, failure to meet established performance goals, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank employees under this subsection are the only severance benefits payable by Carnegie or Carnegie Bank under any plan or policy (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's severance policies. The benefits payable to Carnegie employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or Sovereign Bank's severance policies or programs then in effect.

Severance Policy. Sovereign Orrstown agrees to cause Sovereign Surviving Bank to provide employees severance pay, as set forth below, to any full-time, active employee of Carnegie Bank FNB whose employment is terminated hereafter in connection with the Merger within three up to twelve (312) months of beyond the Effective Date, either because (i) such employee's ’s position is eliminated eliminated, or (ii) such employee is not offered or retained in comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty a sixty (3060) miles mile radius from an such employee's ’s current work location)location with FNB) with Surviving Bank or any Orrstown Subsidiary, excluding any employee (i) who has an existing employment or consulting agreement with FNB, (ii) who has accepted an offer from Orrstown of noncomparable employment or (iii) whose employment is terminated for Cause (as defined below), as follows, provided such employees execute employee executes such documentation as Sovereign Orrstown may reasonably require, including Sovereign's Orrstown’s customary form of release: release and provided such employee does not leave employment with Orrstown or the Surviving Bank prior to the date the systems conversion occurs. The severance pay to be provided by the Surviving Bank under this subsection shall equal two (i2) employees with a title of vice president or higher and employees with five (5) or more years of service shall be entitled to two weeks of base salary as severance weeks’ pay for each full year of continuous service (determined based on the date of the employee’s commencement of employment with Carnegie or Carnegie Bank, Orrstown) with a two-week minimum; minimum severance benefit of four (ii4) employees with a title lower than vice president (other than employees with five (5) or more years of service) shall be entitled to one week of base salary as severance pay for each year of service with Carnegie or Carnegie Bank, with a one-week minimum; and (iii) Richard Rosa shall be entitled tx xxx xxxxxx of base salary as severance weeks’ pay and any additional benefits set forth on the Carnegie Disclosure Schedulea maximum severance benefit of twenty-six (26) weeks’ pay. For purposes of this Section 4.11(c4.11(b), "“Cause" ” shall mean termination because of the employee's ’s personal dishonesty, failure to meet established performance goalsgoals and standards, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank FNB employees under this subsection are the only severance benefits payable by Carnegie Orrstown or Carnegie the Surviving Bank under any plan or policy to such employees (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by SovereignOrrstown, which employees shall be entitled to the termination benefits provided under Carnegie Bank's FNB’s normal severance policies. The benefits payable to Carnegie Orrstown’s employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or Sovereign Bank's Orrstown’s severance policies or programs then in effect.

Severance Policy. Sovereign agrees to cause Sovereign Bank to provide employees of Carnegie Bank First Home Savings whose employment is terminated in connection with the Merger within three six (36) months of the Effective Date, either because such employee's position is eliminated or such employee is not offered comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty (30) miles from an employee's work location), excluding any employee who has an existing employment or consulting agreement or whose employment is terminated for Cause (as defined below), as follows, provided such employees execute such documentation as Sovereign may reasonably require, including Sovereign's customary form of release: (i) the thirteen employees with a title of vice president or higher and employees with five (5) or more years of service identified on First Home's Disclosure Schedule shall be entitled to two weeks of base salary as severance pay for each year of service with Carnegie First Home or Carnegie BankFirst Home Savings, with a two-week minimum; and (ii) employees with a title lower than vice president (other than the thirteen employees with five (5) or more years of service) identified on First Home's Disclosure Schedule shall be entitled to one week of base salary as severance pay for each year of service with Carnegie First Home or Carnegie BankFirst Home Savings, with a one-week minimum; and (iii) Richard Rosa shall be entitled tx xxx xxxxxx of base salary as severance pay and any additional benefits set forth on the Carnegie Disclosure Schedule. For purposes of this Section 4.11(c), "Cause" shall mean termination because of the employee's personal dishonesty, failure to meet established performance goalsgoals (which shall be reasonably established), willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank First Home or First Home Savings employees under this subsection are the only severance benefits payable by Carnegie First Home or Carnegie Bank First Home Savings under any plan or policy (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's First Home Savings' severance policies. The benefits payable to Carnegie First Home employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or Sovereign Bank's severance policies or programs then in effect.

Severance Policy. Sovereign Penns Woods agrees to cause Sovereign Bank JSSB to provide employees of Carnegie Bank any employee xx XXBSM whose employment is involuntarily terminated in connection with the Merger within three (3) months of the Effective Date, either because such employee's position is eliminated or such employee is not offered comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty (30) miles from an employee's work location), excluding any employee who has an existing employment or consulting agreement or whose employment is terminated other than for Cause (as defined below), as follows, ) within one year after the Effective Date or who within such one- year period is offered but declines to accept employment at a location more than 35 miles from such employee's work location with FNBSM provided such employees execute such documentation as Sovereign Penns Woods may reasonably require, including Sovereign's customary form of release: (i) employees with a title of vice president or higher and employees with five (5) or more years of service shall be entitled to two weeks one week of base salary as severance pay xxxxry for each year of service with Carnegie or Carnegie Bank, FNBSM with a two-week minimumminimum of two weeks and a maximum of twenty weeks; (ii) employees with a title lower than vice president continued medical insurance coverage during the time period set forth in the preceding clause (other than employees with five i) to the extent permitted under Penns Woods' health insurance programs or, to the extent xxxxxmissible, reimbursement for the cost of continuation coverage provided under IRC Section 4980B(f) during the time period set forth in the preceding clause (5) or more years of service) shall be entitled to one week of base salary as severance pay for each year of service with Carnegie or Carnegie Banki), with a one-week minimum; and (iii) Richard Rosa shall be entitled tx xxx xxxxxx of base salary as severance pay and a cash payment for any additional benefits set forth on vacation days accrued but unused in the Carnegie Disclosure Scheduleyear in which employment terminates. For purposes of this Section 4.11(c4.10(c), "Cause" shall mean termination because of the employee's personal dishonesty, failure to meet established performance goals, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank FNBSM employees under this subsection are the only severance benefits payable by Carnegie or Carnegie Bank FNBSM under any plan or policy (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's severance policiespolicy. The benefits payable to Carnegie FNBSM employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's Penns Woods' or Sovereign BankJSSB's severance policies or programs then in thex xx effect. The benefits payable under this subsection shall not apply to any FNBSM employee who enters into a written employment agreement with Penns Woods or JSSB.