Common use of Termination by Bank Clause in Contracts

Termination by Bank. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Bank: (i) for Cause, upon written notice to the Employee approved by two-thirds of the members of the Board of Directors, in which event the Employee shall not be entitled to any post-termination compensation or benefits; (ii) at any time without Cause (provided that the Bank shall give the Employee at least 30 days prior written notice of the Bank’s intent to terminate), in which event the Bank shall (1) be required to pay to the Employee a severance benefit equal to one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Bank for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Bank may discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (for the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Bank determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules (for the avoidance of doubt, the termination of the Employee’s employment by the Bank upon the disability of the Employee under Section 5(a)(iii) below shall not be considered or deemed termination of the Employee’s employment without Cause under this Section 5(a)(ii)); or (iii) at any time upon the Disability of the Employee (provided that the Bank shall give the Employee at least 30 days prior written notice of the Bank’s intent to terminate), in which event the Employee will be entitled to such benefits (if any) as may be available to the Employee under the Bank’s disability insurance policy or policies (if any) then in effect.

Termination by Bank. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Bank: (i) for Cause, upon written notice to the Employee approved by two-thirds of the members of the Board of Directors, in which event the Employee shall not be entitled to any post-termination compensation or benefits; (ii) at any time without Cause (provided that the Bank shall give the Employee at least 30 days prior written notice of the Bank’s intent to terminate), in which event the Bank shall (1) be required to pay to the Employee a severance benefit equal to one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself herself as provided by the Bank for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Bank may discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (for the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Bank determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules (for the avoidance of doubt, the termination of the Employee’s employment by the Bank upon the disability of the Employee under Section 5(a)(iii) below shall not be considered or deemed termination of the Employee’s employment without Cause under this Section 5(a)(ii)); or (iii) at any time upon the Disability of the Employee (provided that the Bank shall give the Employee at least 30 days prior written notice of the Bank’s intent to terminate), in which event the Employee will be entitled to such benefits (if any) as may be available to the Employee under the Bank’s disability insurance policy or policies (if any) then in effect.

Termination by Bank. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Bank: (i) at any time for Cause, upon written notice to Cause (as determined by the Employee approved by two-thirds President or Chief Executive Officer of the members of the Board of Directors, in which event the Employee shall not be entitled to any post-termination compensation or benefits;Bank); or (ii) at any time without Cause (Cause, provided that the (A) Bank shall give the Employee at least 30 days prior written notice of the Bank’s its intent to terminate)terminate and (B) if Employee’s employment, in which event and this Agreement, is terminated by Bank without Cause during the Initial Term, Bank shall be required to (1) be required to pay to the Employee a severance benefit equal to one 2.99 times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable paid in equal monthly installments, each such payment to be considered a separate and distinct payment for purposes of Section 409A of the Code, commencing (subject to Section 23(b), if applicable) on the first pay period following the Employee’s date of termination and continuing over the course of the 12following 36-month period following termination in accordance with the Bank’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of monthly premium payments paid by Employee for health continuation coverage under the Employee to continue the Employee’s then-existing health insurance Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself as provided by and his dependents (such reimbursement to be paid to Employee on the Bank for 15th day of the lesser month immediately following the month in which Employee timely remits the premium payment) until the earlier of (Ax) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Bank may discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (for the Employee to use as the Employee deems appropriate) equal to the amount 18-month anniversary of the remainder date of such reimbursable premium payments in the event that the Bank determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules (for the avoidance of doubt, the termination of the Employee’s employment by and (y) the Bank upon date Employee is no longer eligible to receive COBRA continuation coverage (as applicable, the disability “COBRA End Date”), and, during the period beginning on the COBRA End Date and ending on the 36-month anniversary of the Employee under Section 5(a)(iii) below shall not be considered or deemed date of termination of the Employee’s employment without Cause (the “Extended Coverage Period”), reimburse Employee up to $1,500 per month for premiums paid by Employee for individual health insurance coverage for Employee or for family health insurance coverage for Employee, his spouse and his dependents (such reimbursement to be paid to Employee on the 15th day of the month immediately following the month in which Employee timely remits the premium payment). During the Extended Coverage Period, (i) Employee shall have no right to accelerate or defer any reimbursement, (ii) reimbursement will be available only for health insurance premiums described above, (iii) reimbursements made for any month will not affect reimbursements for any other month, (iv) Employee shall have no right to any other payment or benefit in lieu of reimbursement and (v) reimbursement must be made no later than the end of the year following the year in which the reimbursable expense was incurred. Reimbursements under this Section 5(a)(ii)); or (iii) at any time upon the Disability are intended to be and shall be interpreted in such a manner as to comply with or be exempt from Section 409A of the Employee Code and regulations issued thereunder. Notwithstanding the foregoing, (provided that the Bank shall give the Employee at least 30 days prior written notice of the y) Bank’s intent reimbursement obligations under clause (B)(2) of this Section 5(a)(ii) shall cease on the date on which Employee becomes eligible to terminatereceive substantially similar coverage from another employer or other source and (z) if Bank making payments under clause (B)(2) of this Section 5(a)(ii) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), or result in which event the Employee will be entitled to such benefits (if any) as may be available to the Employee imposition of penalties under the Bank’s disability insurance policy or policies (if anyACA and the related regulations and guidance promulgated thereunder, the Parties agree to reform this Section 5(a)(ii) then in effectsuch manner as is necessary to comply with the ACA.