Common use of Term; Termination of Employment Prior to a Change in Control and Related Obligations Clause in Contracts

Term; Termination of Employment Prior to a Change in Control and Related Obligations. (a) This Agreement shall become effective on the date first written above and shall continue until the second anniversary thereof (the “Initial Term”). Thereafter, the Agreement shall renew automatically for successive one-year renewal periods unless and until either party provides written notice to the other party of the intent not to renew the Agreement at least ninety (90) days prior to the end of the Initial Term or any subsequent term. Notwithstanding the foregoing, if a Change in Control of the Company occurs prior to the end of the Initial Term or any subsequent term, the Agreement shall be extended automatically until the end of the Employment Period. Expiration of this Agreement will not affect the rights or obligations of the parties hereunder arising out of, or relating to, circumstances occurring prior to the expiration of this Agreement, which rights and obligations will survive the expiration of this Agreement. Subject to Section 2(b), the Employer and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company without payment of any severance or other benefits; provided that, if the employment of the Executive is terminated under circumstances described in Section 2(c), the Executive shall be entitled to the severance and other benefits described in Section 2(c) (subject to the Executive’s satisfaction of the conditions set forth therein). (b) Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Executive’s employment with the Employer is terminated (other than a termination due to the Executive’s death or as a result of the Executive’s disability) during the period of 180 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company or (ii) otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement such termination of employment shall be deemed a “Covered Termination,” “Notice of Termination” shall be deemed to have been given, and the “Employment Period” shall be deemed to have begun on the date of such termination which shall be deemed to be the “Termination Date” and the date of the Change of Control of the Company for purposes of this Agreement. (c) If (1) the employment of the Executive is terminated by the Employer without Cause or by the Executive for Good Reason prior to a Change in Control of the Company, (2) the termination is under circumstances other than those described in Section 2(b) or Section 7(b), (3) the termination constitutes a Separation from Service and (4) the Employer is not then prohibited from providing such benefits by applicable regulations, then (x) the award of restricted common stock of the Company granted to the Executive on August 15, 2014 under the Anchor BanCorp Wisconsin Inc. 2014 Omnibus Incentive Plan shall become fully vested upon the effective date of the Executive’s termination of employment, and (y) the Executive shall be entitled to receive the following as compensation after the effective date of the Executive’s employment termination: (i) the Executive’s base salary and benefits as accrued through the effective date of such termination, paid as and when due in the ordinary course or under the terms of the applicable benefit plan; (ii) an amount equal to the aggregate of (x) the Executive’s then current base salary per annum and (y) the Executive’s target annual bonus payout value for the calendar year in which the Executive’s employment terminates, paid in a lump sum within thirty (30) days following such effective date; and (iii) payment or reimbursement of monthly premiums for COBRA continuation coverage (if timely elected) for the Executive and the members of his family who are qualified beneficiaries (within the meaning of COBRA) for eighteen (18) months immediately following his employment termination date; provided, however, that if the Employer’s payment or reimbursement of the Executive’s COBRA premiums pursuant to this Subsection (iii) would result in the Employer becoming subject to an excise tax under the Code, then prior to the date such excise tax would apply, the Employer shall provide notice to the Executive and the Employer and the Executive shall negotiate in good faith to determine an alternative method of providing comparable benefits in a manner that would not subject the Employer to an excise tax. Notwithstanding the foregoing, the Employer’s obligation to the Executive for any payments or other rights under this Subsection (c) shall (x) be subject to the Executive having executed and delivered to the Employer a release in a form reasonably satisfactory to the Employer, within twenty-one (21) days of the Executive’s employment termination date, and such release not having been revoked by the Executive (or his estate or representative), and (y) cease if the Employer notifies the Executive that the Executive is in material violation of any of the provisions of Section 2(d); provided, that the Employer’s exercise of rights pursuant to this sentence shall not limit in any manner the exercise by the Employer of any other right or remedy in respect thereof. Except as otherwise required by applicable law or as provided by this Subsection (c), the Employer shall not have any further obligation to Executive with respect to any salary, bonus, compensation, severance, payments or benefits after his employment termination date, and the Executive shall not be entitled to any other salary, bonus, compensation, severance, payments or benefits from the Employer after his employment termination date. Notwithstanding any provision in this Subsection (c) to the contrary, if the Executive is a specified employee within the meaning of the regulations promulgated under Code Section 409A at the time the Executive’s employment terminates, then, to the extent necessary to avoid any adverse consequences to the Executive under Code Section 409A in connection with any payment required to be made hereunder to the Executive as a result of such termination of employment, any such payment that exceeds an amount equal to the lesser of (x) two times the Executive’s annual rate of pay for the prior calendar year or (y) two times the dollar limitation in effect under Code Section 401(a)(17) for the year in which such termination from employment occurs shall be paid to the Executive in a single cash lump sum on the first business day after the date that is six months following such termination of employment. If the Executive dies after becoming entitled to benefits under this Subsection (c) but before all such benefits are received, then any remaining benefits due to the Executive at the time of the Executive’s death shall be paid to the Executive’s estate; provided that any conflicting beneficiary designations in effect under any benefit plans shall control with respect to benefits payable under such plans. (d) If the employment of the Executive is terminated by the Employer prior to a Change in Control of the Company under circumstances other than those described in Section 2(b), then the following shall apply: