Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank terminates during the Employment Period under any of the following circumstances: (i) Xx. Xxxxxxxxx'x voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx to the office of President and Chief Operating Officer (or a more senior office) of the Bank; (B) the failure of the stockholders of the Bank to elect or re-elect Xx. Xxxxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx for such election or re-election; (C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank of its material failure, whether by amendment of the Bank's Charter or By-laws, action of the Board or the Bank's stockholders or otherwise, to vest in Xx. Xxxxxxxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank fully cures such failure in a manner determined by Xx. Xxxxxxxxx, in his discretion, to be satisfactory; or (D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank fully cures such failure; or (ii) the termination of Xx. Xxxxxxxxx'x employment with the Bank for any other reason not described in section 10(a). In such event, then, the Bank shall provide the benefits and pay to Xx. Xxxxxxxxx the amounts described in section 9(b).
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank Holding Company terminates during the Employment Period under any of the following circumstances:
(i) Xx. Xxxxxxxxx'x voluntary resignation from employment with the Bank Holding Company within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx to the office of Executive Vice President and Chief Operating Officer (or a more senior office) of the BankHolding Company;
(B) the failure of the stockholders of the Bank Holding Company to elect or re-elect Xx. Xxxxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx for such election or re-election;
(C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank Holding Company of its material failure, whether by amendment of the BankHolding Company's Charter Articles of Incorporation or By-laws, action of the Board or the BankHolding Company's stockholders or otherwise, to vest in Xx. Xxxxxxxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank Holding Company fully cures such failure in a manner determined by Xx. Xxxxxxxxx, in his discretion, to be satisfactory; or
(D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank Holding Company of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank Holding Company fully cures such failure; or
(ii) the termination of Xx. Xxxxxxxxx'x employment with the Bank Holding Company for any other reason not described in section 10(a). In such event, then, the Bank Holding Company shall provide the benefits and pay to Xx. Xxxxxxxxx the amounts described in section 9(b).
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank terminates during the Employment Period under any of the following circumstances:
(i) Xx. Xxxxxxxxx'x Xxxxxxxxx’x voluntary resignation from employment with the Bank within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx to the office of President and Chief Operating Officer (or a more senior office) of the Bank;
(B) the failure of the stockholders of the Bank to elect or re-elect Xx. Xxxxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx for such election or re-election;
(C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank of its material failure, whether by amendment of the Bank's ’s Charter or By-laws, action of the Board or the Bank's ’s stockholders or otherwise, to vest in Xx. Xxxxxxxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank fully cures such failure in a manner determined by Xx. Xxxxxxxxx, in his discretion, to be satisfactory; or
(D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x Xxxxxxxxx’x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank fully cures such failure; or
(ii) the termination of Xx. Xxxxxxxxx'x Xxxxxxxxx’x employment with the Bank for any other reason not described in section 10(a). In such event, then, the Bank shall provide the benefits and pay to Xx. Xxxxxxxxx the amounts described in section 9(b).
(b) Upon the termination of Xx. Xxxxxxxxx’x employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to Xx. Xxxxxxxxx (or, in the event of his death, to his estate):
(i) his earned but unpaid compensation as of the date of the termination of his employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment;
(ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s officers and employees;
(iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 9(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Xx. Xxxxxxxxx, for the Remaining Unexpired Employment Period, coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater), if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Bank;
(iv) thirty (30) days following his termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary that Xx. Xxxxxxxxx would have earned if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”) (the “Short Term AFR”), compounded using the compounding period corresponding to the Bank’s regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination;
(v) thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the product of (A) the Bank’s “normal cost” for its tax-qualified defined benefit plan for the most recently completed fiscal year of the plan (expressed as a percentage of the compensation recognized in the plan’s benefit formula and determined by, or on the basis of information furnished by, the plan’s actuary) multiplied by (B) the amount payable under section 9(b)(iv);
(vi) thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Bank, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Short Term AFR;
(vii) the payments that would have been made to Xx. Xxxxxxxxx under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, each annual payment to be equal to the product of:
(A) the maximum percentage rate at which an award was ever available to Xx. Xxxxxxxxx under such incentive compensation plan; multiplied by
(B) the salary that would have been paid to Xx. Xxxxxxxxx during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Bank; where such payments are to be made (without discounting for early payment) thirty (30) days following Xx. Xxxxxxxxx’x termination of employment;
(viii) Xx. Xxxxxxxxx shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program;
(ix) Xx. Xxxxxxxxx shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is not vested under such plan. The Bank and Xx. Xxxxxxxxx hereby stipulate that the damages which may be incurred by Xx. Xxxxxxxxx following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 9(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Xx. Xxxxxxxxx’x efforts, if any, to mitigate damages. The Bank and Xx. Xxxxxxxxx further agree that the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt, not later than thirty (30) days after termination of employment, of Xx. Xxxxxxxxx’x resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank, the Holding Company or any subsidiary or affiliate of either of them; provided that the Bank requests such resignations in writing not later than twenty (20) days after termination of employment.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx Xxxxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank terminates during the Employment Period under any of the following circumstances:
(i) Xx. Xxxxxxxxx'x Xxxxxxx’x voluntary resignation from employment with the Bank within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx Xxxxxxx to the office of President and Chief Operating Executive Officer (or a more senior office) of the Bank;
(B) the failure of the stockholders of the Bank to elect or re-elect Xx. Xxxxxxxxx Xxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx Xxxxxxx for such election or re-election;
(C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx Xxxxxxx gives written notice to the Bank of its material failure, whether by amendment of the Bank's ’s Charter or By-laws, action of the Board or the Bank's ’s stockholders or otherwise, to vest in Xx. Xxxxxxxxx Xxxxxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank fully cures such failure in a manner determined by Xx. XxxxxxxxxXxxxxxx, in his discretion, discretion to be satisfactory; or
(D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx Xxxxxxx gives written notice to the Bank of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x Xxxxxxx’x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx Xxxxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank fully cures such failure; or
(ii) the termination of Xx. Xxxxxxxxx'x Xxxxxxx’x employment with the Bank for any other reason not described in section 10(a). In such event, then, the Bank shall provide the benefits and pay to Xx. Xxxxxxxxx Xxxxxxx the amounts described in section 9(b).
(b) Upon the termination of Xx. Xxxxxxx’x employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to Xx. Xxxxxxx (or, in the event of his death, to his estate):
(i) his earned but unpaid compensation as of the date of the termination of his employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment;
(ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank’s officers and employees;
(iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 9(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Xx. Xxxxxxx, for the Remaining Unexpired Employment Period, coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater) if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxx’x termination of employment with the Bank;
(iv) thirty (30) days following his termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary that Xx. Xxxxxxx would have earned if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxx’x termination of employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”) (the "Short Term AFR"), compounded using the compounding period corresponding to the Bank’s regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination;
(v) thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the product of (A) the Bank’s “normal cost” for its tax-qualified defined benefit plan for the most recently completed fiscal year of the plan (expressed as a percentage of the compensation recognized in the plan’s benefit formula and determined by, or on the basis of information furnished by, the plan’s actuary) multiplied by (B) the amount payable under section 9(b)(iv);
(vi) thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxx'x termination of employment with the Bank, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Short Term AFR;
(vii) the payments that would have been made to Xx. Xxxxxxx under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, each annual payment to be equal to the product of:
(A) the maximum percentage rate at which an award was ever available to Xx. Xxxxxxx under such incentive compensation plan; multiplied by
(B) the salary that would have been paid to Xx. Xxxxxxx during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxx’x termination of employment with the Bank; where such payments are to be made (without discounting for early payment) within thirty (30) days following Xx. Xxxxxxx’x termination of employment;
(viii) Xx. Xxxxxxx shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program;
(ix) Xx. Xxxxxxx shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is not vested under such plan. The Bank and Xx. Xxxxxxx hereby stipulate that the damages which may be incurred by Xx. Xxxxxxx following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 9(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Xx. Xxxxxxx’x efforts, if any, to mitigate damages. The Bank and Xx. Xxxxxxx further agree that the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt, not later than thirty (30) days after termination of employment, of Xx. Xxxxxxx’x resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank, the Holding Company or any subsidiary or affiliate of either of them; provided that the Bank requests such resignations in writing not later than twenty (20) days after termination of employment.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx Xxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank terminates during the Employment Period under any of the following circumstances:
(i) Xx. Xxxxxxxxx'x Xxxx'x voluntary resignation from employment with the Bank within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx Xxxx to the office of President and Chief Operating Financial Officer (or a more senior office) of the Bank;
(B) the failure of the stockholders of the Bank to elect or re-elect Xx. Xxxxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx for such election or re-election;
(C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx Xxxx gives written notice to the Bank of its material failure, whether by amendment of the Bank's Charter or By-laws, action of the Board or the Bank's stockholders or otherwise, to vest in Xx. Xxxxxxxxx Xxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank fully cures such failure in a manner determined by Xx. XxxxxxxxxXxxx, in his discretion, to be satisfactory; or
(DC) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx Xxxx gives written notice to the Bank of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x Xxxx'x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx Xxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank fully cures such failure; or
(ii) the termination of Xx. Xxxxxxxxx'x Xxxx'x employment with the Bank for any other reason not described in section 10(a). In such event, then, the Bank shall provide the benefits and pay to Xx. Xxxxxxxxx Xxxx the amounts described in section 9(b).
(b) Upon the termination of Xx. Xxxx'x employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to Xx. Xxxx (or, in the event of his death, to his estate):
(i) his earned but unpaid compensation as of the date of the termination of his employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages;
(ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank's officers and employees;
(iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 9(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Xx. Xxxx, for the Remaining Unexpired Employment Period, coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater), if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Bank;
(iv) thirty (30) days following his termination of employment with the Bank, a lump sum payment, in an amount equal to the present value of the salary that Xx. Xxxx would have earned if he had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Bank, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code") (the “Short Term AFR”), compounded using the compounding period corresponding to the Bank's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination;
(v) thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the product of (A) the Bank’s “normal cost” for its tax-qualified defined benefit plan for the most recently completed fiscal year of the plan (expressed as a percentage of the compensation recognized in the plan’s benefit formula and determined by, or on the basis of information furnished by, the plan’s actuary) multiplied by (B) the amount payable under section 9(b)(iv);
(vi) thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Bank, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Short Term AFR;
(vii) the payments that would have been made to Xx. Xxxx under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Bank if he had continued working for the Bank during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, each annual payment to be equal to the product of:
(A) the maximum percentage rate at which an award was ever available to Xx. Xxxx under such incentive compensation plan; multiplied by
(B) the salary that would have been paid to Xx. Xxxx during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Bank; where such payments are to be made (without discounting for early payment) thirty (30) days following Xx. Xxxx'x termination of employment;
(viii) Xx. Xxxx shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Bank, even if he is not vested under such plan or program;
(ix) Xx. Xxxx shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Bank, even if he is not vested under such plan. The Bank and Xx. Xxxx hereby stipulate that the damages which may be incurred by Xx. Xxxx following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 9(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Xx. Xxxx'x efforts, if any, to mitigate damages. The Bank and Xx. Xxxx further agree that the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt, not later than thirty (30) days after termination of employment, of Xx. Xxxx'x resignation from any and all positions which he holds as an officer, director or committee member with respect to the Bank, the Holding Company or any subsidiary or affiliate of either of them; provided that the Bank requests such resignations in writing not later than twenty (20) days after termination of employment.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank Holding Company terminates during the Employment Period under any of the following circumstances:
(i) Xx. Xxxxxxxxx'x Xxxxxxxxx’x voluntary resignation from employment with the Bank Holding Company within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx to the office of Executive Vice President and Chief Operating Officer (or a more senior office) of the BankHolding Company;
(B) the failure of the stockholders of the Bank Holding Company to elect or re-elect Xx. Xxxxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx for such election or re-election;
(C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank Holding Company of its material failure, whether by amendment of the Bank's Charter Holding Company’s Articles of Incorporation or By-laws, action of the Board or the Bank's Holding Company’s stockholders or otherwise, to vest in Xx. Xxxxxxxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank Holding Company fully cures such failure in a manner determined by Xx. Xxxxxxxxx, in his discretion, to be satisfactory; or
(D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank Holding Company of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x Xxxxxxxxx’x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank Holding Company fully cures such failure; or
(ii) the termination of Xx. Xxxxxxxxx'x Xxxxxxxxx’x employment with the Bank Holding Company for any other reason not described in section 10(a). In such event, then, the Bank Holding Company shall provide the benefits and pay to Xx. Xxxxxxxxx the amounts described in section 9(b).
(b) Upon the termination of Xx. Xxxxxxxxx’x employment with the Holding Company under circumstances described in section 9(a) of this Agreement, the Holding Company shall pay and provide to Xx. Xxxxxxxxx (or, in the event of his death, to his estate):
(i) his earned but unpaid compensation as of the date of the termination of his employment with the Holding Company, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment;
(ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Holding Company’s officers and employees;
(iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 9(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Xx. Xxxxxxxxx, for the Remaining Unexpired Employment Period, coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater), if he had continued working for the Holding Company during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Holding Company;
(iv) thirty (30) days following his termination of employment with the Holding Company, a lump sum payment, in an amount equal to the present value of the salary that Xx. Xxxxxxxxx would have earned if he had continued working for the Holding Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Holding Company, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 (“Code”) (the “Short Term AFR”), compounded using the compounding period corresponding to the Holding Company’s regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination;
(v) thirty (30) days following his termination of employment with the Holding Company, a lump sum payment in an amount equal to the product of (A) the Bank’s “normal cost” for its tax-qualified defined benefit plan for the most recently completed fiscal year of the plan (expressed as a percentage of the compensation recognized in the plan’s benefit formula and determined by, or on the basis of information furnished by, the plan’s actuary), multiplied by (B) the amount payable under section 9(b)(iv);
(vi) thirty (30) days following his termination of employment with the Holding Company, a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Holding Company, if he were 100% vested thereunder and had continued working for the Holding Company during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Holding Company, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Short Term AFR;
(vii) the payments that would have been made to Xx. Xxxxxxxxx under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Holding Company if he had continued working for the Holding Company during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, each annual payment to be equal to the product of:
(A) the maximum percentage rate at which an award was ever available to Xx. Xxxxxxxxx under such incentive compensation plan; multiplied by
(B) the salary that would have been paid to Xx. Xxxxxxxxx during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxxxxxxx’x termination of employment with the Holding Company; where such payments are to be made (without discounting for early payment) thirty (30) days following Xx. Xxxxxxxxx’x termination of employment;
(viii) Xx. Xxxxxxxxx shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Holding Company, even if he is not vested under such plan or program;
(ix) Xx. Xxxxxxxxx shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Holding Company, even if he is not vested under such plan. The Holding Company and Xx. Xxxxxxxxx hereby stipulate that the damages which may be incurred by Xx. Xxxxxxxxx following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 9(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Xx. Xxxxxxxxx’x efforts, if any, to mitigate damages. The Holding Company and Xx. Xxxxxxxxx further agree that the Holding Company may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt, not later than thirty (30) days after termination of employment, of Xx. Xxxxxxxxx’x resignation from any and all positions which he holds as an officer, director or committee member with respect to the Holding Company, the Bank or any subsidiary or affiliate of either of them; provided that the Holding Company requests such resignations in writing not later than twenty (20) days after the termination of employment.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx Xxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank Holding Company terminates during the Employment Period under any of the following circumstances:
(i) Xx. Xxxxxxxxx'x Xxxx'x voluntary resignation from employment with the Bank Holding Company within ninety (90) days following:
(A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx Xxxx to the office of President and Chief Operating Financial Officer (or a more senior office) of the BankHolding Company;
(B) the failure of the stockholders of the Bank Holding Company to elect or re-elect Xx. Xxxxxxxxx Xxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx Xxxx for such election or re-election;
(C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx Xxxx gives written notice to the Bank Holding Company of its material failure, whether by amendment of the BankHolding Company's Charter Articles of Incorporation or By-laws, action of the Board or the BankHolding Company's stockholders or otherwise, to vest in Xx. Xxxxxxxxx Xxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank Holding Company fully cures such failure in a manner determined by Xx. XxxxxxxxxXxxx, in his discretion, to be satisfactory; or
(D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx Xxxx gives written notice to the Bank Holding Company of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x Xxxx'x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx Xxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank Holding Company fully cures such failure; or
(ii) the termination of Xx. Xxxxxxxxx'x Xxxx'x employment with the Bank Holding Company for any other reason not described in section 10(a). In such event, then, the Bank Holding Company shall provide the benefits and pay to Xx. Xxxxxxxxx Xxxx the amounts described in section 9(b).
(b) Upon the termination of Xx. Xxxx'x employment with the Holding Company under circumstances described in section 9(a) of this Agreement, the Holding Company shall pay and provide to Xx. Xxxx (or, in the event of his death, to his estate):
(i) his earned but unpaid compensation as of the date of the termination of his employment with the Holding Company, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages;
(ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Holding Company's officers and employees;
(iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance benefits, in addition to that provided pursuant to section 9(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for Xx. Xxxx, for the Remaining Unexpired Employment Period, coverage equivalent to the coverage to which he would have been entitled under such plans (as in effect on the date of his termination of employment, or, if his termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater), if he had continued working for the Holding Company during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Holding Company;
(iv) thirty (30) days following his termination of employment with the Holding Company, a lump sum payment, in an amount equal to the present value of the salary that Xx. Xxxx would have earned if he had continued working for the Holding Company during the Remaining Unexpired Employment Period at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Holding Company, where such present value is to be determined using a discount rate equal to the applicable short-term federal rate prescribed under section 1274(d) of the Internal Revenue Code of 1986 ("Code") (the “Short Term AFR”), compounded using the compounding period corresponding to the Holding Company's regular payroll periods for its officers, such lump sum to be paid in lieu of all other payments of salary provided for under this Agreement in respect of the period following any such termination;
(v) thirty (30) days following his termination of employment with the Holding Company, a lump sum payment in an amount equal to the product of (A) the Bank’s “normal cost” for its tax-qualified defined benefit plan for the most recently completed fiscal year of the plan (expressed as a percentage of the compensation recognized in the plan’s benefit formula and determined by, or on the basis of information furnished by, the plan’s actuary), multiplied by (B) the amount payable under section 9(b)(iv);
(vi) within thirty (30) days following his termination of employment with the Holding Company, a lump sum payment in an amount equal to the present value of the additional employer contributions (or if greater in the case of a leveraged employee stock ownership plan or similar arrangement, the additional assets allocable to him through debt service, based on the fair market value of such assets at termination of employment) to which he would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Holding Company, if he were 100% vested thereunder and had continued working for the Holding Company during the Remaining Unexpired Employment Period at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Holding Company, and making the maximum amount of employee contributions, if any, required under such plan or plans, such present value to be determined on the basis of a discount rate, compounded using the compounding period that corresponds to the frequency with which employer contributions are made to the relevant plan, equal to the Short Term AFR;
(vii) the payments that would have been made to Xx. Xxxx under any cash bonus or long-term or short-term cash incentive compensation plan maintained by, or covering employees of, the Holding Company if he had continued working for the Holding Company during the Remaining Unexpired Employment Period and had earned the maximum bonus or incentive award in each calendar year that ends during the Remaining Unexpired Employment Period, each annual payment to be equal to the product of:
(A) the maximum percentage rate at which an award was ever available to Xx. Xxxx under such incentive compensation plan; multiplied by
(B) the salary that would have been paid to Xx. Xxxx during each such calendar year at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to Xx. Xxxx'x termination of employment with the Holding Company; where such payments are to be made (without discounting for early payment) thirty (30) days following Xx. Xxxx'x termination of employment;
(viii) Xx. Xxxx shall be deemed fully vested in all options and appreciation rights under any stock option or appreciation rights plan or program maintained by, or covering employees of, the Holding Company, even if he is not vested under such plan or program;
(ix) Xx. Xxxx shall be deemed fully vested in all shares awarded under any restricted stock plan maintained by, or covering employees of, the Holding Company, even if he is not vested under such plan. The Holding Company and Xx. Xxxx hereby stipulate that the damages which may be incurred by Xx. Xxxx following any such termination of employment are not capable of accurate measurement as of the date first above written and that the payments and benefits contemplated by this section 9(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to Xx. Xxxx'x efforts, if any, to mitigate damages. The Holding Company and Xx. Xxxx further agree that the Holding Company may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt, not later than thirty (30) days after termination of employment, of Xx. Xxxx'x resignation from any and all positions which he holds as an officer, director or committee member with respect to the Holding Company, the Bank or any subsidiary or affiliate of either of them; provided that the Holding Company requests such resignations in writing not later than twenty (20) days after termination of employment.
Appears in 1 contract
Samples: Employment Agreement (North Central Bancshares Inc)
