Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of: (i) a cash payment in an amount which shall equal two (2) times the sum of (x) the Executive’s Base Salary, plus (y) the Executive’s Average Annual Bonus, which shall be payable in a lump sum within thirty (30) days following such termination; and (ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverage and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c).
Appears in 1 contract
Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) ), the Executive’s employment is terminated, terminated by the Bank other than for Cause or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s her employment and upon the execution of the Release Agreement by the Executivein a good faith reasonable determination that Good Reason exists for such termination, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal two to one (21) times the sum of (x) the Executive’s (A) Base Salary, plus Salary less any remaining balance under the Term of this Agreement pursuant to Section 2 above which would otherwise be payable as remaining Base Salary and (yB) the Executive’s Average Annual Bonus, which shall be all payable in a lump sum within thirty (30) 30 days following such termination; and
(ii) payment of one hundred percent (100%) of the premiums for the continuation of group insurance coverage coverages specified in Section 3.3(b3.3(a) of this Agreement for the Executive and her dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Xxxx No. 1401 (“Cal COBRA”) on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 12 months from the Date of Termination. After such expiration of the 24 12 month period, the Executive and the Executive’s her dependents shall have such rights to continue to participate under the Bank’s group insurance coverage coverages specified in Section 3.3(b3.3(a) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefitbenefit and the provisions of COBRA and Cal COBRA. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage coverages with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits premium payments shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, or the Executive becomes eligible for Medicare, in which case the Bank may reduce the premium payments for coverage of any benefits it is required to provide provides the Executive or her dependents hereunder so long as the aggregate coverage coverages and benefits of the combined benefit plans of the new employer (or Medicare) are not substantially less favorable to the Executive than the coverage coverages and benefits required to be provided hereunder. Any continuing benefits and coverage must be permitted under the rules of COBRA or Cal COBRA. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 8 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b7.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b7.2(a) of this Agreement. This Section 6.2(b7.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. The provision of severance benefits under this section are conditioned upon and subject to Executive signing a valid Release and Waiver of All Claims in Full (Waiver) following her termination, without revocation, a copy of which is attached hereto as Exhibit C. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b7.2(b) in the event the Executive’s her termination of employment results from an occurrence described in Section 6.1(aSections 7.1(a), Section 6.1(b7.1(b) or Section 6.1(c7.1(c).
Appears in 1 contract
Termination and Change of Control. In If, during the event Term, the Company shall terminate the Executive’s employment without Cause in connection with a Change of Control or the Executive shall terminate the Executive’s employment with Good Reason in connection with a Change of Control and at any time during the such termination occurs within 120 days before or 12 months following a Change of Control Period (x) Control, the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then Company shall pay to the Executive shall receive the Accrued Obligations on in a lump sum in cash within 30 days after the Date of Termination, and Termination the severance benefits consisting ofaggregate of the following amounts:
(i) a cash payment in an the Accrued Obligations;
(ii) the amount which shall equal two to the product of (2A) times three and (B) the sum of (x) the Executive’s annual Base Salary, plus Salary and (y) the Highest Annual Bonus;
(iii) for three years after the Executive’s Average Annual BonusDate of Termination, which or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall be payable in a lump sum within thirty (30) days following such termination; and
(ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3 of this Agreement if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the BankCompany; provided, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month periodhowever, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The BankCompany’s obligation for the 24 month period specified herein hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage coverages and benefits of the combined benefit plans of the new employer are not substantially is no less favorable to the Executive than the coverage coverages and benefits required to be provided hereunder. Notwithstanding ; and
(iv) the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the CodeCompany shall at its sole expense, as determined by the Bankincurred, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due reimburse the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure up to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing$5,000 for bona-fide, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c)professional out-placement services.
Appears in 1 contract
Samples: Employment Agreement
Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal the sum of (x) two (2) times the sum of (x) the Executive’s Base Salary, plus (y) the Executive’s Average Annual Bonus, which shall be payable in a lump sum within thirty (30) days following such termination; and
(ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 12 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 12 months from the Date of Termination. After such expiration of the 24 12 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s obligation for the 24 12 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank may reduce the coverage of any benefits it BN 77612300v2 is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverage and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c).
Appears in 1 contract
Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) ), the Executive’s employment is terminated, terminated by the Bank other than for Cause or (y) without Executive’s written consent there occurs any material adverse change in ), the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s his employment and upon the execution of the Release Agreement by the Executivein a good faith reasonable determination that Good Reason exists for such termination, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal two to one (21) times the sum of (x) the Executive’s (A) Base Salary, plus Salary less any remaining balance under the Term of this Agreement pursuant to section 2 above which would otherwise be payable as remaining Base Salary and (yB) the Executive’s Average Annual Bonus, which shall be all payable in a lump sum within thirty (30) 30 days following such termination; and
(ii) payment of one hundred percent (100%) of the premiums for the continuation of group insurance coverage coverages specified in Section 3.3(b3.3(a) of this Agreement for the Executive and his dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Xxxx No. 1401 (“Cal COBRA”) on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 12 months from the Date of Termination. After such expiration of the 24 12 month period, the Executive and the Executive’s his dependents shall have such rights to continue to participate under the Bank’s group insurance coverage coverages specified in Section 3.3(b3.3(a) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefitbenefit and the provisions of COBRA and CalCOBRA. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage coverages with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits premium payments shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, or the Executive becomes eligible for Medicare, in which case the Bank may reduce the premium payments for coverage of any benefits it is required to provide provides the Executive or his or her dependents hereunder so long as the aggregate coverage coverages and benefits of the combined benefit plans of the new employer (or Medicare) are not substantially less favorable to the Executive than the coverage coverages and benefits required to be provided hereunder. Any continuing benefits and coverage must be permitted under the rules of COBRA or CalCOBRA. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 8 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b7.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b7.2(b) of this Agreement. This Section 6.2(b7.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. The provision of severance benefits under this section are conditioned upon and subject to Executive signing a valid Release and Waiver of All Claims in Full (Waiver) following his termination, without revocation, a copy of which is attached hereto as Exhibit C. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b7.2(b) in the event the Executive’s his termination of employment results from an occurrence described in Section 6.1(aSections 7.1(a), Section 6.1(b7.1(b) or Section 6.1(c7.1(c).
Appears in 1 contract
Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal two (2) times the sum of (x) the Executive’s Base Salary, plus (y) the Executive’s Average Annual Bonus, which shall be payable in a lump sum within thirty (30) days following such termination; and
(ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverage and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c).
Appears in 1 contract
Termination and Change of Control. In If, during the event of Term, the Bank shall terminate the Executive’s employment without Cause in connection with a Change of Control and at any time during the such termination occurs within 120 days before or 12 months following a Change of Control Period (x) Control, the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then Bank shall pay to the Executive shall receive the Accrued Obligations on in a lump sum in cash within 30 days after the Date of Termination, and Termination the severance benefits consisting ofaggregate of the following amounts:
(i) a cash payment in an amount which shall equal two the Accrued Obligations;
(2) times the sum of (xii) the Executiveamount equal to fifteen (15) months of Employee’s Base Salaryaggregate annual compensation [including fifteen (15) months of the highest Annual Bonus paid or payable, plus including any bonus or portion thereof which has been earned but deferred (y) and annualized for any year during which the Executive’s Average Annual BonusExecutive was employed for less than twelve full months), which shall be payable in a lump sum within thirty (30) days following such terminationfor the most recently completed three years during the Term, if any]; and
(iiiii) continuation for fifteen (15) months after the Executive’s Date of group insurance coverage specified in Section 3.3(b) Termination, or such longer period as may be provided by the terms of this Agreement on terms the appropriate plan, program, practice or policy, the Bank shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.2 of this Agreement if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank; provided, for a period of 24 months from the Date of Terminationhowever, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s obligation for the 24 month period specified herein hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage coverages and benefits of the combined benefit plans of the new employer are not substantially is no less favorable to the Executive than the coverage coverages and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c).
Appears in 1 contract
Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa XxxxxCxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment employment, and upon subject to (i) the execution of the Release Agreement by the Executive, and (ii) such Release Agreement becoming effective and irrevocable within 60 days of the Date of Termination, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal two (2) times the sum of (x) the Executive’s Base Salary, plus (y) the Executive’s Average Annual Bonus, which shall be payable in a lump sum within thirty sixty (3060) days following such terminationthe Date of Termination; and
(ii) if the Executive timely elects continuation of group insurance coverage specified in Section 3.3(bpursuant to COBRA, or under Cal COBRA, the Bank will pay to Executive an amount equal to one hundred percent (100%) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, COBRA premiums for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the which amount shall be included in Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums income for the insurance coverage payable by the Bank monthly tax purposes to the Executive for a period of 24 months from the Date of Terminationextent required by applicable law. After such expiration of the 24 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefitbenefit and applicable law. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverage and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c).
Appears in 1 contract
Termination and Change of Control. In If, during the event Term, the Company shall terminate the Executive's employment without Cause in connection with a Change of Control or the Executive shall terminate the Executive's employment with Good Reason in connection with a Change of Control and at any time during the such termination occurs within 120 days before or 12 months following a Change of Control Period (x) Control, the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then Company shall pay to the Executive shall receive the Accrued Obligations on in a lump sum in cash within 30 days after the Date of Termination, Termination the aggregate of the following amounts: the Accrued Obligations; the amount equal to the product of (A) three and the severance benefits consisting of:
(iB) a cash payment in an amount which shall equal two (2) times the sum of (x) the Executive’s 's annual Base Salary, plus Salary and (y) the Executive’s Average Highest Annual Bonus; for three years after the Executive's Date of Termination, which or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall be payable in a lump sum within thirty (30) days following such termination; and
(ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms continue benefits to the Executive and/or the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3 of this Agreement if the Executive’s 's employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the BankCompany; provided, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month periodhowever, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s Company's obligation for the 24 month period specified herein hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s 's benefit plans, in which case the Bank Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage coverages and benefits of the combined benefit plans of the new employer are not substantially is no less favorable to the Executive than the coverage coverages and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank ; and the Company and their respective successors and assigns. Notwithstanding the foregoingshall at its sole expense, as incurred, reimburse the Executive shall not be entitled up to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a)$5,000 for bona-fide, Section 6.1(b) or Section 6.1(c)professional out-placement services.
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Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal the sum of two (2) times the sum of (x) the Executive’s Base Salary, plus (y) the Executive’s Average Annual Bonus, which shall be payable in a lump sum within thirty (30) days following such termination; and
(ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. After such expiration of the 24 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Bank’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Bank may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans of the new employer are not substantially less favorable to the Executive than the coverage and benefits required to be provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b) of this Agreement. This Section 6.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b) in the event the Executive’s termination of employment results from an occurrence described in Section 6.1(a), Section 6.1(b) or Section 6.1(c).
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Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period Period, (x) the Executive’s employment is terminated, terminated by the Bank other than for Cause or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s her employment and upon the execution of the Release Agreement by the Executivein a good faith reasonable determination that Good Reason exists for such termination, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal two to one (21) times the sum of (x) the Executive’s (A) Base Salary, plus Salary less any remaining balance under the Term of this Agreement pursuant to Section 2 above which would otherwise be payable as remaining Base Salary and (yB) the Executive’s Average Annual Bonus, which shall be all payable in a lump sum within thirty (30) 30 days following such termination; and
(ii) payment of one hundred percent (100%) of the premiums for the continuation of group insurance coverage coverages specified in Section 3.3(b3.3(a) of this Agreement for the Executive and her dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Xxxx No. 1401 (“Cal COBRA”) on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 12 months from the Date of Termination. After such expiration of the 24 12 month period, the Executive and the Executive’s her dependents shall have such rights to continue to participate under the Bank’s group insurance coverage coverages specified in Section 3.3(b3.3(a) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefitbenefit and the provisions of COBRA and Cal COBRA. The Executive agrees to notify the Bank as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage coverages with another insurance carrier. The Bank’s obligation for the 24 month period specified herein with respect to the foregoing benefits premium payments shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, or the Executive becomes eligible for Medicare, in which case the Bank may reduce the premium payments for coverage of any benefits it is required to provide provides the Executive or her dependents hereunder so long as the aggregate coverage coverages and benefits of the combined benefit plans of the new employer (or Medicare) are not substantially less favorable to the Executive than the coverage coverages and benefits required to be provided hereunder. Any continuing benefits and coverage must be permitted under the rules of COBRA or Cal COBRA. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the severance benefits is subject to taxation under Section 409A of the Code, as determined by the Bank, with the advice of its independent accounting firm or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in Section 7 8 of this Agreement. The Executive acknowledges and agrees that severance benefits pursuant to this Section 6.2(b7.2(b) are in lieu of all damages, payments and liabilities on account of the events described above for which such severance benefits may be due the Executive under Section 6.2(b7.2(a) of this Agreement. This Section 6.2(b7.2(b) shall be binding upon and inure to the benefit of the Bank and the Company and their respective successors and assigns. The provision of severance benefits under this section are conditioned upon and subject to Executive signing a valid Waiver following her termination, without revocation. Notwithstanding the foregoing, the Executive shall not be entitled to receive severance benefits pursuant to this Section 6.2(b7.2(b) in the event the Executive’s her termination of employment results from an occurrence described in Section 6.1(aSections 7.1(a), Section 6.1(b7.1(b) or Section 6.1(c7.1(c).
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