Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee’s Estate/heirs in accordance with the terms of the Bank’s executive incentive plans. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Control Agreement, and subject to the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section 6 below (Agreement Not to Compete), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement: (i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement; (ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii), the Employee shall be paid the Employee’s full salary through the date of termination and in addition, shall be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary in effect at the time of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salary. Provided, however, that, subject to the provisions of subsection (vii) of this Section 5(e), the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement; (iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee through the last day of the month in which the Employee is terminated plus on the 90th day following the Employer’s termination of employment an amount equal to three (3) month’s base salary; (iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs; (v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e), pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment one additional month’s salary. Failure to give such notice shall result in forfeiture of accrued PTO and the Employee shall be paid only through the last day worked; (vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend the term of the Agreement pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and (vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6. Compensation following a change in control, as defined in the Employee’s Restated Change in Control Agreement, shall be governed by the terms of that Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Hf Financial Corp), Employment Agreement (Hf Financial Corp)
Severance Terms. Upon termination of the Employee’s 's employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s 's death or disability as described in Section 5(e)(iii5(f)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee or the Employee’s Estate's estate/heirs in accordance with the terms of the Bank’s 's executive incentive plans. Additionally, Employee will be paid for accrued but unused PTO pursuant to the terms of the Bank’s PTO policy. Except where termination follows a change in control, as defined in the Employee’s Restated 's Change-in-Control Agreement, and subject to any applicable regulatory requirements and the Employee’s 's signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section Sections 6 to 8 below (Agreement Not to Compete, Solicitation of Employees, and Confidential Information), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:. The Employee must sign and return the above-referenced release, if at all, so that the release is effective (taking into account any revocation period provided for therein) by no later than the sixtieth (60th) calendar day following the date the Employee’s employment is terminated. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the first payment shall not be made until the second calendar year as required by the applicable terms of this Agreement and Section 409A of the Code.
(i) In the event the Employee’s 's employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full 's salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s 's employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii5(f)(iii), the Employee shall be paid the Employee’s full 's salary through the date of termination and in termination. In addition, the Employee shall as severance pay continue to be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly base salary in effect at through the time remainder of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salary. Provided, however, that, subject to the provisions of subsection (vii) of this Section 5(e), the first payment shall be then-existing term; such payments made on the first day of the third each month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee through the last day of the month in which the Employee is terminated plus on the 90th day following the Employer’s termination of employment an amount equal to three (3) month’s base salary;
(iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject each payment less applicable withholdings. Subject to the provisions of subsection (vii) of this Section 5(e), pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment one additional month’s salary. Failure to give such notice shall result in forfeiture of accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend the term of the Agreement pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6. Compensation following a change in control, as defined in the Employee’s Restated Change in Control Agreement, shall be governed by the terms of that Agreement.subsection
Appears in 2 contracts
Samples: Employment Agreement (Hf Financial Corp), Employment Agreement (Hf Financial Corp)
Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii5(f)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee or the Employee’s Estateestate/heirs in accordance with the terms of the Bank’s executive incentive plans. Additionally, Employee will be paid for accrued but unused PTO pursuant to the terms of the Bank’s PTO policy. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Control Agreement, and subject to any applicable regulatory requirements and the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section Sections 6 to 8 below (Agreement Not to Compete, Solicitation of Employees, and Confidential Information), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:. The Employee must sign and return the above-referenced release, if at all, so that the release is effective (taking into account any revocation period provided for therein) by no later than the sixtieth (60th) calendar day following the date the Employee’s employment is terminated. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the first payment shall not be made until the second calendar year as required by the applicable terms of this Agreement and Section 409A of the Code.
(i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii5(f)(iii), the Employee shall be paid the Employee’s full salary through the date of termination and in termination. In addition, the Employee shall as severance pay continue to be paid each month Employee’s monthly base salary through the remainder of the then-existing term; such payments made on the first day of the each month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary in effect at the time of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salaryand each payment less applicable withholdings. Provided, however, that, subject Subject to the provisions of subsection (vii) of this Section 5(e)5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee the Employee’s salary through the last day of the month in which the Employee is terminated terminated, plus on the 90th day following the EmployerEmployee’s termination of employment an a lump sum amount equal to three (3) monthmonths of Employee’s base salary, less applicable withholdings;
(iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e5(f), pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment a lump sum amount equal to one additional month’s salary, less applicable withholdings. Failure to give such notice pursuant to Section 5(b) shall result in forfeiture of the Employee’s accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend renew the term of the Agreement following the Bank’s offer to renew the Agreement (on substantially similar terms) pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term term, in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, Agreement at the rate then in effect, plus the Employee’s accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986Code, as amended (“Code”) defined below (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth six-month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6Sections 6 to 8 of this Agreement. Compensation following a change in control, as defined in the Employee’s Restated Change in Change-in-Control Agreement, shall be governed solely by the terms of that agreement and the Employee shall not be entitled to any severance payment under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Hf Financial Corp), Employment Agreement (Hf Financial Corp)
Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii5(f)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee or the Employee’s Estateestate/heirs in accordance with the terms of the Bank’s executive incentive plans. Additionally, Employee will be paid for accrued but unused PTO pursuant to the terms of the Bank’s PTO policy. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Control Agreement, and subject to any applicable regulatory requirements and the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section Sections 6 to 8 below (Agreement Not to Compete, Solicitation of Employees, and Confidential Information), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:
(i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii5(f)(iii), the Employee shall be paid the Employee’s full salary through the date of termination and in termination. In addition, the Employee shall be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) of the Employee’s monthly salary in effect at the time of termination times the number of months remaining until expiration of the term of this Agreement plus (b) an amount equal to one yearAgreement, less applicable withholdings; provided, however, that such additional payments shall not be, in the aggregate, greater than 12 months of the Employee’s annual base salary. Provided, however, that, subject Subject to the provisions of subsection (vii) of this Section 5(e)5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee the Employee’s salary through the last day of the month in which the Employee is terminated terminated, plus on the 90th day following the EmployerEmployee’s termination of employment an a lump sum amount equal to three (3) month’s base salary, less applicable withholdings;
(iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e5(f), pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment a lump sum amount equal to one additional month’s salary, less applicable withholdings. Failure to give such notice pursuant to Section 5(b) shall result in forfeiture of the Employee’s accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend renew the term of the Agreement following the Bank’s offer to renew the Agreement (on substantially similar terms) pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term term, in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, Agreement at the rate then in effect, plus the Employee’s accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth six-month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6Sections 6 to 8 of this Agreement. Compensation following a change in control, as defined in the Employee’s Restated Change in Change-in-Control Agreement, shall be governed solely by the terms of that agreement and the Employee shall not be entitled to any severance payment under this Agreement.
Appears in 1 contract
Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii5(f)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee or the Employee’s Estateestate/heirs in accordance with the terms of the Bank’s executive incentive plans. Additionally, Employee will be paid for accrued but unused PTO pursuant to the terms of the Bank’s PTO policy. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Control Agreement, and subject to any applicable regulatory requirements and the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section Sections 6 to 8 below (Agreement Not to Compete, Solicitation of Employees, and Confidential Information), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:. The Employee must sign and return the above-referenced release, if at all, so that the release is effective (taking into account any revocation period provided for therein) by no later than the sixtieth (60th) calendar day following the date the Employee’s employment is terminated. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the first payment shall not be made until the second calendar year as required by the applicable terms of this Agreement and Section 409A of the Code.
(i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii5(f)(iii), the Employee shall be paid the Employee’s full salary through the date of termination and in termination. In addition, the Employee shall as severance pay continue to be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary through the remainder of the then-existing term, up to a maximum of twelve (12) months but in effect at no event less than six (6) months; such payments made on the time first day of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salaryeach month and each payment less applicable withholdings. Provided, however, that, subject Subject to the provisions of subsection (vii) of this Section 5(e)5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee the Employee’s salary through the last day of the month in which the Employee is terminated terminated, plus on the 90th day following the EmployerEmployee’s termination of employment an a lump sum amount equal to three (3) monthmonths of Employee’s base salary, less applicable withholdings;
(iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e5(f), pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment a lump sum amount equal to one additional month’s salary, less applicable withholdings. Failure to give such notice pursuant to Section 5(b) shall result in forfeiture of the Employee’s accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend renew the term of the Agreement following the Bank’s offer to renew the Agreement (on substantially similar terms) pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term term, in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, Agreement at the rate then in effect, plus the Employee’s accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 1, the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO, and the Employee shall as severance pay continue to be paid Employee’s monthly salary for a period of three (3) months following the end of the term; such payments made on the first day of each month and each payment less applicable withholdings. Subject to the provisions of subsection (vii) of this Section 5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986Code, as amended (“Code”) defined below (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth six-month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6Sections 6 to 8 of this Agreement. Compensation following a change in control, as defined in the Employee’s Restated Change in Change-in-Control Agreement, shall be governed solely by the terms of that agreement and the Employee shall not be entitled to any severance payment under this Agreement.
Appears in 1 contract
Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated by the Bank without Cause, upon expiration of the term of this Agreement, or as a result of the Employee’s death or disability as described in Section 5(e)(iii), compensation under Section 3(b) will not be forfeited, and will be payable and, notwithstanding any terms to the contrary in any incentive plans in which the Employee participates, the Employee or the Employee’s Estate/heirs in accordance with will be entitled to receive prorated incentive compensation equal to fifty (50) percent of what the terms of Employee would have received had he been employed by the Bank’s executive incentive plansBank for the entire fiscal plan year. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Control Agreement, and subject to the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section 6 below (Agreement Not to Compete), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:
(i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii), the Employee shall be paid the Employee’s full his base salary through the date of termination and and, in addition, shall continue to be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly his base salary in effect at the time of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salary. Providedthrough December 31, however, that, subject to the provisions of subsection (vii) of this Section 5(e), the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement2011;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee through the last day of the month in which the Employee is terminated plus on the 90th day following the Employer’s termination of employment an amount equal to three (3) month’s base salary;
(iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e), pay Employee shall be paid the Employee’s current full salary through the month 90-day notice period set forth in Section 5(b) at the rate in effect at the time of termination notice of termination, and on the 60th day following Bank shall thereafter have no further obligation to the Employee’s termination of employment one additional month’s salaryEmployee under this Agreement. Failure to give such notice under Section 5(b) shall result in forfeiture of accrued PTO and the Employee shall be paid Employee’s base salary only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend of and upon expiration of the term of the Agreement pursuant to stated in Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee only the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6. .
(viii) Compensation following a change in control, as defined in the Employee’s Restated Change in Change-in-Control Agreement, shall be governed by the terms of that Agreementagreement.
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Severance Terms. Upon termination of the Employee’s employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii5(f)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee or the Employee’s Estateestate/heirs in accordance with the terms of the Bank’s executive incentive plans. Except where termination follows a change in controlAdditionally, as defined in Employee will be paid for accrued but unused PTO pursuant to the Employeeterms of the Bank’s Restated Change-in-Control Agreement, PTO policy. Subject to any applicable regulatory requirements and subject to the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section Sections 6 to 8 below (Agreement Not to Compete, Solicitation of Employees, and Confidential Information), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:. The Employee must sign and return the above-referenced release, if at all, so that the release is effective (taking into account any revocation period provided for therein) by no later than the sixtieth (60th) calendar day following the date the Employee’s employment is terminated. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the first payment shall not be made until the second calendar year as required by the applicable terms of this Agreement and Section 409A of the Code.
(i) In the event the Employee’s employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii5(f)(iii), the Employee shall be paid the Employee’s full salary through the date of termination and in termination. In addition, the Employee shall as severance pay continue to be paid each month Employee’s monthly base salary through the remainder of the then-existing term, up to a maximum of six (6) months but in no event less than as calculated pursuant to the Bank’s severance policy at the date of termination; such payments made on the first day of the each month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary in effect at the time of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salaryand each payment less applicable withholdings. Provided, however, that, subject Subject to the provisions of subsection (vii) of this Section 5(e)5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee’s termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee the Employee’s salary through the last day of the month in which the Employee is terminated terminated, plus on the 90th day following the EmployerEmployee’s termination of employment an a lump sum amount equal to three (3) monthmonths of Employee’s base salary, less applicable withholdings;
(iv) In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e5(f), pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment a lump sum amount equal to one additional month’s salary, less applicable withholdings. Failure to give such notice pursuant to Section 5(b) shall result in forfeiture of the Employee’s accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend renew the term of the Agreement following the Bank’s offer to renew the Agreement (on substantially similar terms) pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term term, in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, Agreement at the rate then in effect, plus the Employee’s accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986Code, as amended (“Code”) defined below (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth six-month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6. Compensation following a change in control, as defined in the Employee’s Restated Change in Control Agreement, shall be governed by the terms Sections 6 to 8 of that this Agreement.
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Severance Terms. Upon termination of the Employee’s 's employment under this Section 5, the Employee shall forfeit all rights to future compensation under Section 3; provided, however, that if employment is terminated as a result of the Employee’s 's death or disability as described in Section 5(e)(iii5(f)(iii), compensation under Section 3(b) will not be forfeited, and will be payable to the Employee or the Employee’s Estate's estate/heirs in accordance with the terms of the Bank’s 's executive incentive plans. Additionally, Employee will be paid for accrued but unused PTO pursuant to the terms of the Bank’s PTO policy. Except where termination follows a change in control, as defined in the Employee’s Restated 's Change-in-Control Agreement, and subject to any applicable regulatory requirements and the Employee’s 's signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section Sections 6 to 8 below (Agreement Not to Compete, Solicitation of Employees, and Confidential Information), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:. The Employee must sign and return the above-referenced release, if at all, so that the release is effective (taking into account any revocation period provided for therein) by no later than the sixtieth (60th) calendar day following the date the Employee’s employment is terminated. Where the period available to execute (and to not revoke) the release spans more than one calendar year, the first payment shall not be made until the second calendar year as required by the applicable terms of this Agreement and Section 409A of the Code.
(i) In the event the Employee’s 's employment is terminated by the Bank for Cause, the Bank shall pay the Employee the Employee’s full 's salary through the date of termination for Cause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) In the event the Employee’s 's employment is terminated by the Bank without Cause, other than by reason of death or disability as described in Section 5(e)(iii5(f)(iii), the Employee shall be paid the Employee’s full 's salary through the date of termination and in termination. In addition, the Employee shall as severance pay continue to be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary through the remainder of the then-existing term, up to a maximum of twelve (12) months but in effect at no event less than six (6) months; such payments made on the time first day of termination times the number of months remaining until expiration of this Agreement plus (b) an amount equal to one year’s annual base salaryeach month and each payment less applicable withholdings. Provided, however, that, subject Subject to the provisions of subsection (vii) of this Section 5(e)5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee’s 's termination of employment and shall include all monthly payments theretofore due under this Agreement;
(iii) In the event the Employee’s 's employment is terminated by the Bank because of disability (as defined by and determined under the Bank’s 's Disability Plan), the Bank will pay the Employee the Employee's salary through the last day of the month in which the Employee is terminated terminated, plus on the 90th day following the Employer’s Employee's termination of employment an a lump sum amount equal to three (3) monthmonths of Employee’s base salary, less applicable withholdings;
(iv) In the event of the Employee’s 's death, the Bank shall pay the Employee’s 's spouse, beneficiary, or the Employee’s 's estate, the Employee’s 's then current salary through the last day of the month in which such death occurs;
(v) In the event the Employee’s 's employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e5(f), pay the Employee’s 's current salary through the month of termination and on the 60th day following the Employee’s 's termination of employment a lump sum amount equal to one additional month’s 's salary, less applicable withholdings. Failure to give such notice pursuant to Section 5(b) shall result in forfeiture of the Employee's accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s 's employment is terminated because the Employee has chosen not to extend renew the term of the Agreement following the Bank's offer to renew the Agreement (on substantially similar terms) pursuant to Section 1, the Bank shall pay the Employee the Employee’s full 's salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term term, in which event the Bank shall pay the Employee the Employee’s full 's salary through the end of the term of the Agreement, Agreement at the rate then in effect, plus the Employee's accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 1, the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO, and the Employee shall as severance pay continue to be paid Employee’s monthly salary for a period of three (3) months following the end of the term; such payments made on the first day of each month and each payment less applicable withholdings. Subject to the provisions of subsection (vii) of this Section 5(f) and any other requirements of applicable law, the first payment shall be made on the first day of the third month coincident with or next following the Employee's termination of employment and shall include all monthly payments theretofore due under this Agreement; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986Code, as amended (“Code”) defined below (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s 's death or the first day of the month coincident with or next following the sixth six-month anniversary of the Employee’s 's termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6Sections 6 to 8 of this Agreement. Compensation following a change in control, as defined in the Employee’s Restated Change in 's Change-in-Control Agreement, shall be governed solely by the terms of that agreement and the Employee shall not be entitled to any severance payment under this Agreement.
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Severance Terms. Upon termination of the Employee’s employment under this Section 5section, the Employee shall forfeit all rights to future compensation under Section 3; , provided, however, that if employment is terminated as a result of the Employee’s death or disability as described in Section 5(e)(iii)death, compensation under Section section 3(b) will not be forfeited, and will be payable to the Employee’s Estate/heirs in accordance accord with the terms of the Bank’s executive incentive plans. Except where termination follows a change in control, as defined in the Employee’s Restated Change-in-Change in Control Agreement, and subject to the Employee’s signing and not revoking a release of claims in a form reasonably acceptable to the Bank, and further subject to compliance with Section 6 below (Agreement Not to Compete), the Employee shall receive the following amounts, except to the extent previously paid by the Bank to the Employee, as full payment, compromise and settlement of all non-vested compensation, and as additional consideration for the restrictive covenants contained in this Agreement:
(i) i. In the event the Employee’s employment is terminated by the Bank for Causecause, the Bank shall pay the Employee the Employee’s full salary through the date of termination for Causecause, at the rate in effect at the time of notice of termination, and the Bank shall thereafter have no further obligation to the Employee under this Agreement;
(ii) . In the event the Employee’s employment is terminated by the Bank without Causecause, other than by reason of death absenteeism or disability as described in Section 5(e)(iii)death, the Employee shall be paid the Employee’s full salary through the date of termination and in addition, shall be paid each month on the first of the month for twelve months one-twelfth of the total of: (a) the Employee’s monthly salary in effect at the time of termination times the number of months remaining until expiration of this Agreement Employee’s employment agreement plus (b) an amount equal to one year’s annual base salary. ProvidedNotwithstanding the above, however, that, if the Bank determines that the payments described above are subject to the provisions of subsection (vii409A(a)(2)(B)(i) of this Section 5(ethe Internal Revenue Code of 1986, as amended (or a successor provision), the payments described above shall be delayed until the first day following the sixth month anniversary of the Employee’s termination, and the first payment shall be made on include the first day six total amount of the third month coincident with or next following six delayed payments plus the Employee’s termination of employment and shall include all seventh monthly payments theretofore due payment. (Payments under this Agreementsubparagraph will be conditioned upon compliance with paragraph 6 below — Agreement Not to Compete — and any payments made under this subparagraph must be returned to the Bank if the employee violates the non-compete provisions contained in paragraph 6.);
(iii) . In the event the Employee’s employment is terminated by the Bank because of disability absenteeism resulting from the Employee’s mental or physical incapacity (as defined by and determined under the Bank’s Disability Plan), the Bank will pay the Employee through the last day of the month in which the Employee is terminated plus on the 90th day following the Employer’s termination of employment an amount equal to three (3) month’s base salary;
(iv) . In the event of the Employee’s death, the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s estate, the Employee’s then current salary through the last day of the month in which such death occurs;; and
(v) v. In the event the Employee’s employment is terminated by the Employee, and if the Employee provides written notice as required in Section 5(b), the Bank shall, subject to the provisions of subsection (vii) of this Section 5(e), shall pay the Employee’s current salary through the month of termination and on the 60th day following the Employee’s termination of employment one additional month’s salary. Failure to give such notice shall result in forfeiture of accrued PTO and the Employee shall be paid only through the last day worked;
(vi) In the event the Employee’s employment is terminated because the Employee has chosen not to extend the term of the Agreement pursuant to Section 1, the Bank shall pay the Employee the Employee’s full salary during the period of time that the Employee continues to work (but not beyond the end of the term), at the rate then in effect, plus accrued PTO. However, the Bank may request the Employee to terminate employment before the end of the term in which event the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO. In the event the Employee’s employment is terminated because the Bank has chosen not to extend the term of the Agreement pursuant to Section 1 the Bank shall pay the Employee the Employee’s full salary through the end of the term of the Agreement, at the rate then in effect, plus accrued PTO; and
(vii) Notwithstanding the foregoing payment provisions, if the Bank determines that any payments described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (“Code”) (or a successor provision), the payments described above shall be delayed until the earlier of the Employee’s death or the first day of the month coincident with or next following the sixth month anniversary of the Employee’s termination of employment and shall include all payments theretofore due under this Agreement. Provided, however, that no payments shall be made and payments already made shall be returned to the Bank if the Employee violates the non-compete provisions contained in Section 6. Compensation following a change in control, as defined in the Employee’s Restated Change in Control Agreement, shall be governed by the terms of that Agreement.
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