Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the involuntary termination of the Executive’s employment (other than for Termination for Cause or death), or by the Executive for Good Reason, the Employers shall:
(i) pay the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, a lump sum payment within thirty (30) days of the Date of Termination an amount equal to three (3) times the Executive’s average annual compensation for the five most recent taxable years that the Executive has been employed by the Employers or such lesser number of years in the event that the Executive shall have been employed by the Employers for less than five years. For this purpose, annual compensation shall include base salary and any other taxable income, including, but not limited to, amounts related to the granting, vesting or exercise of restricted stock or stock option awards, commissions, bonuses, pension and profit sharing plan contributions or benefits (whether or not taxable), severance payments, retirement benefits, and fringe benefits paid or to be paid to the Executive or paid for the Executive’s benefit during any such year; and
(ii) cause to be continued life insurance and non-taxable medical, dental and disability coverage substantially identical to the coverage maintained by the Employers for the Executive prior to his Date of Termination, except to the extent such coverage may be changed in its application to all employees on a nondiscriminatory basis. Such coverage and payments shall cease upon the expiration of thirty-six (36) full calendar months from the Date of Termination.
(b) Notwithstanding the foregoing, to the extent required to avoid penalties under Section 409A of the Code, the cash severance payable under Section 3 of this Agreement shall be delayed until the first day of the seventh month following the Executive’s Date of Termination.
(c) For purposes of this Agreement, a “termination of employment” shall mean a “Separation from Service” as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employers and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an i...
Termination Benefits. (i) Subject to Paragraph 3(c) below, within sixty (60) days of termination of this Agreement, the Company will pay to Employee a lump sum payment equal to the sum of:
(A) all accrued but unpaid benefits, reimbursements and Base Compensation owed to Employee as of the date of termination; and
(B) if this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a) above, (x) the amount of Employee’s then current Base Compensation and (y) the cost associated with COBRA family coverage for Employee for a period of twelve (12) months from the date of termination; provided, however, that the Company may substitute a cash payment as described in Paragraph 2(e) for the cost of COBRA coverage to the extent required to prevent impermissible discrimination under the applicable medical plan, and (z) the amount of any Performance Bonus that has been earned in a prior year but remains unpaid as of the date of termination.
(ii) If this Agreement is terminated under clause (ii), (iii), (iv) or (vi) of Paragraph 3(a), subject to Paragraph 3(c) below, Employee shall be entitled to a pro rated portion of the Performance Bonus, if any, Employee would have received for the fiscal year in which this Agreement is terminated had Employee remained employed with the Company. Such payment, if any, shall be paid as and when Performance Bonuses are paid by the Company for such fiscal year.
(iii) Notwithstanding the foregoing, no payments under clause (i)(B) or (ii) of this Paragraph 3(b) shall be payable in connection with a termination of this Agreement as a result of Employee’s Disability unless such Disability also satisfies the definition of “disability” under Section 409A.
(iv) If this Agreement is terminated for any reason, the Company shall continue to provide D&O tail insurance coverage to the Employee for the proscribed period provided in the D&O insurance policy in force as of the date of such Agreement termination.
Termination Benefits. In the event the Executive's employment terminates, then the Executive shall be entitled to receive severance and other benefits as follows:
Termination Benefits. (a) Upon the occurrence of a Change in Control, followed at any time during the term of this Agreement by the voluntary or involuntary termination of Executive's employment, other than for Termination for Cause, the Bank and the Company shall pay Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be, as severance pay or liquidated damages, or both, a sum equal to three (3) times the average annual base salary paid to Executive for the three (3) years immediately preceding Executive's termination. In the event the Executive has not been employed by the Bank or Holding Company during all or part of the three immediately preceding years, the annual base salary paid to Executive for such periods shall, for purposes of this Section 3, be deemed to be equal to the Executive's initial base salary upon commencing employment adjusted to reflect assumed annual base salary increases of ten percent (10%). At the discretion of Executive, upon an election pursuant to Section 3(e) hereof, such payment may be made in a lump sum immediately upon severance of Executive's employment or paid, on a pro rata basis, semi-monthly during the thirty-six (36) months following the Executive's termination.
(b) Upon the occurrence of a Change in Control of the Bank or the Company followed at any time during the term of this Agreement by Executive's voluntary or involuntary termination of employment, other than for Termination for Cause, the Bank shall cause to be continued life, health and disability coverage substantially identical to the coverage maintained by the Bank for Executive prior to his severance. Such coverage shall cease upon the earlier of Executive's obtaining similar coverage by another employer or twelve (12) months from the date of Executive's termination. In the event the Executive obtains new employment and receives less coverage for life, health or disability, the Bank shall provide coverage substantially identical to the coverage maintained by the Bank for the Executive prior to termination for a period of twelve (12) months.
(c) Upon the occurrence of a Change in Control, the Executive will have such rights as specified in the Company's Incentive Stock Option Plan or any other employee benefit plan with respect to options and such other rights as may have been granted to Executive under such plans.
(d) Upon a Change in Control, the Executive will be entitled to the benefits under the Bank's Managem...
Termination Benefits. Upon a termination of Executive's employment as --------------------- described in subsection (a), (b), (c) or (d) of Section 3, Executive shall be entitled to receive the following Termination Benefits:
(a) A lump sum payment in an amount equal to any unpaid Base Pay and accrued leave or vacation pay from the Company and each Related Entity through the Termination Date;
(b) A lump sum payment in an amount equal to any unpaid Annual Bonus that has been earned from the Company or any Related Entity for a period ended prior to the Termination Date;
(c) A lump sum payment in an amount equal to two (2) times Executive's Base Pay;
(d) A lump sum payment in an amount equal to any unreimbursed expenses that Executive incurred on behalf of the Company or a Related Entity prior to the Termination Date to the extent that such expenses are reimbursable under the standard reimbursement policies of the Company or the Related Entity;
(e) Acceleration of the vesting and exercisability of all outstanding stock options and stock awards previously granted to the Executive and extension of the period for exercising such stock options until the expiration date of such stock options, notwithstanding the termination of Executive's employment with the Company and all Related Entities and notwithstanding any provisions in such stock options to the contrary. For purposes of the foregoing sentence, the expiration date shall be the expiration date of the stock options that is not based on continuance or termination of the employment of Executive with the Company or any Related Entity;
(f) Payment of or reimbursement for any COBRA premiums during the Continuation Period for COBRA coverage elected for the Executive, his or her spouse and his or her dependents for those participating in the Welfare Plans providing health and medical insurance coverage who elect such COBRA coverage at the Termination Date. Executive's right to continuation of coverage under the Welfare Plans providing health and medical insurance coverage, pursuant to Section 4980B (or any successor section) of the Code, shall commence as of the Termination Date pursuant to the terms of such Welfare Plans. In lieu of the foregoing, if the Executive, his or her spouse and his or her dependents are not participating in the Welfare Plans providing health and medical insurance coverage at the Termination Date and are not entitled to elect such COBRA coverage, but (i) health and medical insurance coverage for the Executive, ...
Termination Benefits. In the event Employee’s employment with the Trust or the successor owner of the Trust is involuntarily terminated due to a Change in Control but not for cause, and such termination occurs within 24 months of the Change in Control, the Trust or the successor owner shall provide Employee with the following termination benefits:
A. continuation of Employee’s base salary at the rate in effect as of the termination date for a period of 24 months from the date of termination (in the event of Employee’s death, said salary shall be paid to Employee’s estate);
B. payment of an annual bonus for each calendar year or partial calendar year in which Employee receives salary continuation pursuant to Section 2(A) above, in an amount equal to the average annual bonus received by Employee during the three years prior to the involuntary termination, provided that, if Employee was employed for fewer than three years prior to the termination, the bonus will be based on the average of the bonuses received by Employee in the year or years Employee received a bonus; and provided further, that if Employee receives salary continuation for a partial calendar year pursuant to Section 2(A) above, the bonus will be pro-rated to reflect the number of full months Employee receives such salary continuation in such calendar year, rounded to the nearest number of months;
C. the Trust will pay the full cost for Employee to continue coverage under the Trust’s group health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the period of time Employee receives salary continuation pursuant to Section 2(A) above up to a maximum of 18 months or until Employee obtains other comparable coverage, whichever is sooner;
D. immediate vesting in all then unvested options granted to Employee under the Trust’s Incentive Stock Option Plan and immediate vesting in all unvested accrued dividend equivalent units under the Trust’s Dividend Equivalent Plan, and Employee shall have the right, in Employee’s sole discretion, to exercise all or any of such options and to sell the shares acquired pursuant thereto. In the event that Employee wishes to sell Employee’s shares within 60 days of the involuntary termination, the shares must first be offered to the Trust for purchase at the Trust’s option at the then current fair market value. The Trust shall respond within one business day to the offer or its rights to purchase the shares shall expire. Sales occurring more than 60 d...
Termination Benefits. The Executive Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Executive Officer’s employment with the Company shall be terminated, subject to Change in Control provisions contained in Section 5 below:
(a) If Executive Officer’s employment with the Company shall be terminated (i) by the Company for Cause, (ii) due to Executive Officer’s Disability or death, (iii) due to Executive Officer’s retirement pursuant to the Company’s policies applying to executive officers generally, or (iv) by Executive Officer other than for Good Reason, the Company shall pay to Executive Officer the Accrued Compensation;
(b) If Executive Officer’s employment with the Company shall be terminated by the Company without Cause, or by the Executive Officer for Good Reason, Executive Officer shall be entitled to the following:
(i) the Company shall pay Executive Officer all Accrued Compensation and a Pro-Rata Bonus;
(ii) the Company shall pay Executive Officer as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, an amount in cash equal to one (1) times the sum of (A) the Base Amount and (B) the Bonus Amount;
(iii) until the first (1st) anniversary of the Termination Date, Executive Officer shall have such rights with respect to benefits provided by the Company, including without limitation car allowance, life insurance, disability, medical, dental and hospitalization benefits as were provided to Executive Officer as of the Effective Date or, if greater, at any time within ninety (90) days preceding the Termination Date.
(c) The amounts provided for in Sections 4.1(a) and 4.1(b)(i), and (ii) shall be paid in a single lump sum cash payment within thirty (30) days, or as soon as administratively practicable, after the Termination Date (but in no event later than March 15 of the following calendar year), and shall be subject to all applicable tax and other withholdings.
(d) The Executive Officer shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and, no such payment shall be offset or reduced by the amount of any compensation or benefits provided to Executive Officer in any subsequent employment.
Termination Benefits a. If, on or after the effective date of a Change in Control, Executive’s employment is voluntarily (in accordance with Section 2b.) or involuntarily terminated (other than for Cause) during the remaining term of the Agreement, Executive shall receive:
i. a lump sum cash payment equal to three (3) times the Executive’s base salary as of the termination date. Such payment shall be made not later than ten (10) calendar days following Executive’s termination of employment under this Section 3.
ii. Continued benefit coverage under all group medical, dental and life insurance plans in which Executive participated as of the date of the Change in Control (collectively, the “Employee Benefit Plans”) for a period of thirty-six months following Executive’s termination of employment. Said coverage shall be provided under the same terms and conditions in effect on the date of Executive’s termination of employment. Solely for purposes of benefit continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that the Bank cannot provide any benefits required under this Section 3a. under the terms of the Employee Benefit Plans, the Bank shall enter into alternative arrangements that will provide Executive with coverage that is substantially similar to the coverage provided to Executive by the Bank prior to his termination of employment, subject to any applicable limitations of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
b. Notwithstanding any contrary provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive (the “Termination Benefits”) constitute an “excess parachute payment” under Section 280G of the Code, and to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount that is one dollar ($1.00) less than three (3) times Executive’s “base amount,” as determined in accordance with said Section 280G of the Code. The Executive shall determine the allocation of the reduction among the Termination Benefits.
Termination Benefits. The Company will provide the Executive with only those termination benefits described in Section 5.00.
Termination Benefits. (a) Subject to Sections 8 and 9 below, in the event the Employee's employment terminates as a result of an Involuntary Termination other than for Cause upon or within eighteen (18) months after a Change of Control, then the Employee shall be entitled to receive severance and other benefits as follows:
