Common use of Termination of Employment with Severance Benefits Clause in Contracts

Termination of Employment with Severance Benefits. (a) The Executive 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) the Executive's voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board of Directors of the Bank to appoint or re-appoint or elect or re-elect the Executive to the offices of Senior Executive Vice President and Chief Banking Officer (or a more senior office) of the Bank; (B) the expiration of a thirty (30) day period following the date on which the Executive gives written notice to the Bank of its material failure, whether by amendment of the Bank's Articles of Incorporation or By-laws, action of the Bank's Board of Directors or the Bank's stockholders or otherwise, to vest in the Executive the functions, duties, or responsibilities prescribed in section 3 of this Agreement as of the date hereof, unless, during such thirty (30) day period, the Bank cures such failure; or (C) the relocation of the Executive's principal place of employment, without his written consent, to a location outside of Palm Beach County or Broward County, Florida; (ii) the termination of the Executive's employment with the Bank for any other reason not described in section 10(a). In such event, the Bank shall provide the benefits and pay to the Executive the amounts described in section 9(b). (b) Upon the termination of the Executive's employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to the Executive (or, in the event of his death following such termination, 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 the Executive, for a period of two years from the date his employment terminates, 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 the Executive's termination of employment with the Bank; (iv) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the salary that the Executive would have earned if he had continued working for the Bank for a period of two years from the date his employment terminates at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to the Executive's termination of employment with the Bank, 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) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the Remaining Unexpired Employment Period and by adding to the compensation recognized under such plans for the most recent year recognized all amounts payable under sections 9(b)(i), (iv), and (vii); over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 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, as if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to the Executive's 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 Applicable PBGC Rate; (vii) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to two times the higher of (A) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) paid to the Executive during or accrued with respect to the Executive for either (i) any of the two years immediately preceding that in which, or (ii) the year in which, Executive's employment with the Bank terminates, or (B) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) so paid or accrued in respect of either (x) any of the two years immediately preceding that in which, or (y) the year in which, a Change of Control (as hereinafter defined) occurs. The Company, the Bank and the Executive hereby stipulate that the damages which may be incurred by the Executive 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 the Executive's efforts, if any, to mitigate damages. The Company, the Bank and the Executive further agree that the Company and the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, the Bank or any subsidiary or affiliate of either of them.

Termination of Employment with Severance Benefits. (a) The Executive shall be entitled to the severance benefits described herein in the event that his her employment with the Bank terminates during the Employment Period under any of the following circumstances: (i) the Executive's voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board of Directors of the Bank to appoint or re-appoint or elect or re-elect the Executive to the offices of Senior Executive Vice President and Chief Banking Officer (or a more senior office) of the Bank; (B) the expiration of a thirty (30) day period following the date on which the Executive gives written notice to the Bank of its material failure, whether by amendment of the Bank's Articles of Incorporation or By-laws, action of the Bank's Board of Directors or the Bank's stockholders or otherwise, to vest in the Executive the functions, duties, or responsibilities prescribed in section 3 of this Agreement as of the date hereof, unless, during such thirty (30) day period, the Bank cures such failure; or (C) the relocation of the Executive's principal place of employment, without his her written consent, to a location outside of Palm Beach County or Broward County, Florida; (ii) the termination of the Executive's employment with the Bank for any other reason not described in section 10(a). In such event, the Bank shall provide the benefits and pay to the Executive the amounts described in section 9(b). (b) Upon the termination of the Executive's employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to the Executive (or, in the event of his her death following such termination, to his her estate): (i) his her earned but unpaid compensation as of the date of the termination of his her 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 she 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 the Executive, for a period of two years from the date his her employment terminates, coverage equivalent to the coverage to which he she would have been entitled under such plans (as in effect on the date of his her termination of employment, or, if his her termination of employment occurs after a Change of Control, on the date of such Change of Control, whichever benefits are greater), if he she 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 the Executive's termination of employment with the Bank; (iv) within thirty (30) days following his her termination of employment with the Bank, a lump sum payment in an amount equal to the salary that the Executive would have earned if he she had continued working for the Bank for a period of two years from the date his her employment terminates at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to the Executive's termination of employment with the Bank, 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) within thirty (30) days following his her termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if he she were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his her employment terminates, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the Remaining Unexpired Employment Period and by adding to the compensation recognized under such plans for the most recent year recognized all amounts payable under sections 9(b)(i), (iv), and (vii); over (B) the present value of the benefits to which he she is actually entitled under such defined benefit pension plans as of the date of his her termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); (vi) within thirty (30) days following his her 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 she would have been entitled under any and all qualified and non-qualified defined contribution plans maintained by, or covering employees of, the Bank, as if he she were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his her employment terminates at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to the Executive's 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 Applicable PBGC Rate; (vii) within thirty (30) days following his her termination of employment with the Bank, a lump sum payment in an amount equal to two times the higher of (A) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) paid to the Executive during or accrued with respect to the Executive for either (i) any of the two years immediately preceding that in which, or (ii) the year in which, Executive's employment with the Bank terminates, or (B) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) so paid or accrued in respect of either (x) any of the two years immediately preceding that in which, or (y) the year in which, a Change of Control (as hereinafter defined) occurs. The Company, the Bank and the Executive hereby stipulate that the damages which may be incurred by the Executive 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 the Executive's efforts, if any, to mitigate damages. The Company, the Bank and the Executive further agree that the Company and the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt of the Executive's resignation from any and all positions which he she holds as an officer, director or committee member with respect to the Company, the Bank or any subsidiary or affiliate of either of them.

Termination of Employment with Severance Benefits. (a) The Executive 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) the Executive's voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board of Directors of the Bank to appoint or re-appoint or elect or re-elect the Executive to the offices of Senior Executive Vice President and Chief Banking Officer President, SBA Director (or a more senior office) of the Bank; (B) the expiration of a thirty (30) day period following the date on which the Executive gives written notice to the Bank of its material failure, whether by amendment of the Bank's Articles of Incorporation or By-laws, action of the Bank's Board of Directors or the Bank's stockholders or otherwise, to vest in the Executive the functions, duties, or responsibilities prescribed in section 3 of this Agreement as of the date hereof, unless, during such thirty (30) day period, the Bank cures such failure; or; (C) the relocation of the Executive's principal place of employment, without his written consent, to a location outside of Palm Beach County or Broward County, Florida; or (D) the sale of the Bank and the purchasing entity's decision to discontinue the SBA loan program at the Bank; (ii) the determination by the Bank to materially discontinue its SBA program; (iii) the termination of the Executive's employment with the Bank for any other reason not described in section 10(a9(a). In such event, the Bank shall provide the benefits and pay to the Executive the amounts described in section 9(b8(b). (b) Upon the termination of the Executive's employment with the Bank under circumstances described in section 9(a8(a) of this Agreement, the Bank shall pay and provide to the Executive (or, in the event of his death following such termination, 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)(ii8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Executive, for a period of two years one year from the date his employment terminates, 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 for one year at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to the Executive's termination of employment with the Bank; (iv) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the base salary that the Executive would have earned if he had continued working for the Bank for a period of two years one year from the date his employment terminates at the highest annual rate of base salary achieved during that portion of the Employment Period which is prior to the Executive's termination of employment with the Bank, 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;; and (v) within thirty (30) days following his the amount of incentive compensation which Executive would have been entitled to under Section 4 hereof with respect to SBA loans which were approved, but not closed and sold, prior to the termination of Executive's employment with the Bankhereunder, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank for but only during a period of two years from the date his employment terminates, such benefits to be determined as of beginning on the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the Remaining Unexpired Employment Period and by adding to the compensation recognized under such plans for the most recent year recognized all amounts payable under sections 9(b)(i), (iv), and (vii); over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 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 and ending 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, as if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to the Executive's six (6) months after such termination of employment with the Bankdate, and making the maximum amount of employee contributions, if any, required under only as soon as reasonably practicable after 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 SBA loans are made to the relevant plan, equal to the Applicable PBGC Rate; (vii) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to two times the higher of (A) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) paid to the Executive during or accrued with respect to the Executive for either (i) any of the two years immediately preceding that in which, or (ii) the year in which, Executive's employment with the Bank terminates, or (B) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) so paid or accrued in respect of either (x) any of the two years immediately preceding that in which, or (y) the year in which, a Change of Control (as hereinafter defined) occurssold. The Company, the Bank and the Executive hereby stipulate that the damages which may be incurred by the Executive 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(b8(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. The Company, the Bank and the Executive further agree that the Company and the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi8(b)(iii) and (viiiv) on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, the Bank or any subsidiary or affiliate of either of them.

Termination of Employment with Severance Benefits. (a) The Executive 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) the Executive's voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board of Directors of the Bank to appoint or re-appoint or elect or re-elect the Executive to the offices office of Senior Executive Vice President and Chief Banking Officer Market President--Central Florida (or a more senior office) of the Bank; (B) the expiration of a thirty (30) day period following the date on which the Executive gives written notice to the Bank of its material failure, whether by amendment of the Bank's Articles of Incorporation or By-laws, action of the Bank's Board of Directors or the Bank's stockholders or otherwise, to vest in the Executive the functions, duties, or responsibilities prescribed in section 3 of this Agreement as of the date hereof, unless, during such thirty (30) day period, the Bank cures such failure; or (C) the relocation of the Executive's principal place of employment, without his written consent, to a location outside of Hillsborough County (or adjacent counties in the greater Tampa metropolitan area), Florida, Broward County, Florida, Dade County, Florida or Palm Beach County or Broward County, Florida; (ii) the termination of the Executive's employment with the Bank for any other reason not described in section 10(a)9. In such event, the Bank shall provide the benefits and pay to the Executive the amounts described in section 9(b8(b). (b) Upon the termination of the Executive's employment with the Bank under circumstances described in section 9(a8(a) of this Agreement, the Bank shall pay and provide to the Executive (or, in the event of his death following such termination, 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 dental insurance benefits, in addition to that provided pursuant to section 9(b)(ii8(b)(ii), and after taking into account the coverage provided by any subsequent employer, if and to the extent necessary to provide for the Executive, for a period of two years from beginning on the date his employment terminatesterminates and ending on the last day of the 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)plans, 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 the Executive's termination of employment with the Bank; (iv) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the salary that the Executive would have earned if he had continued working for the Bank for a period the remainder of two years from the date his employment terminates Employment Period at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to the Executive's termination of employment with the Bank, 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) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, average annual cash incentive compensation or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates, such benefits to be determined as of the date of termination of employment by adding bonus paid to the service actually recognized under such plans an additional period equal Executive with respect to the Remaining Unexpired Employment Period and by adding to two complete calendar years immediately preceding the compensation recognized under such plans for the most recent year recognized all amounts payable under sections 9(b)(i), (iv), and (vii); over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); (vi) within thirty (30) days following his termination of employment with the BankBank terminates, multiplied by a fraction, the numerator of which is the amount of lump sum payment described in an amount equal to section 8(b)(iv) and the present value denominator 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, as if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates at is the highest annual rate of compensation base salary achieved during that the portion of the Employment Period which that is prior to the Executive's 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 Applicable PBGC Rate; (vii) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to two times the higher of (A) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) paid to the Executive during or accrued with respect to the Executive for either (i) any of the two years immediately preceding that in which, or (ii) the year in which, Executive's employment with the Bank terminates, or (B) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) so paid or accrued in respect of either (x) any of the two years immediately preceding that in which, or (y) the year in which, a Change of Control (as hereinafter defined) occursemployment. The Company, the Bank and the Executive hereby stipulate that the damages which may be incurred by the Executive 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(b8(b) constitute reasonable damages under the circumstances and shall be payable without any requirement of proof of actual damage and without regard to the Executive's efforts, if any, to mitigate damages. The Company, the Bank and the Executive further agree that the Company and the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii8(b)(iii), (iv), (v), (vi) and (viiv) on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, the Bank or any subsidiary parent or affiliate of either of themthe Bank.

Termination of Employment with Severance Benefits. (a) The Executive 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) the Executive's voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board of Directors of the Bank to appoint or re-appoint or elect or re-elect the Executive to the offices of Senior Executive Vice President and Chief Banking Credit Officer (or a more senior office) of the Bank; (B) the expiration of a thirty (30) day period following the date on which the Executive gives written notice to the Bank of its material failure, whether by amendment of the Bank's Articles of Incorporation or By-laws, action of the Bank's Board of Directors or the Bank's stockholders or otherwise, to vest in the Executive the functions, duties, or responsibilities prescribed in section 3 of this Agreement as of the date hereof, unless, during such thirty (30) day period, the Bank cures such failure; or (C) the relocation of the Executive's principal place of employment, without his written consent, to a location outside of Palm Beach County or Broward County, Florida; (ii) the termination of the Executive's employment with the Bank for any other reason not described in section 10(a). In such event, the Bank shall provide the benefits and pay to the Executive the amounts described in section 9(b). (b) Upon the termination of the Executive's employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to the Executive (or, in the event of his death following such termination, 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 the Executive, for a period of two years from the date his employment terminates, 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 the Executive's termination of employment with the Bank; (iv) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the salary that the Executive would have earned if he had continued working for the Bank for a period of two years from the date his employment terminates at the highest annual rate of salary achieved during that portion of the Employment Period which is prior to the Executive's termination of employment with the Bank, 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) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to the excess, if any, of: (A) the present value of the aggregate benefits to which he would be entitled under any and all qualified and non-qualified defined benefit pension plans maintained by, or covering employees of, the Bank, if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates, such benefits to be determined as of the date of termination of employment by adding to the service actually recognized under such plans an additional period equal to the Remaining Unexpired Employment Period and by adding to the compensation recognized under such plans for the most recent year recognized all amounts payable under sections 9(b)(i), (iv), and (vii); over (B) the present value of the benefits to which he is actually entitled under such defined benefit pension plans as of the date of his termination; where such present values are to be determined using the mortality tables prescribed under section 415(b)(2)(E)(v) of the Code and a discount rate, compounded monthly, equal to the annualized rate of interest prescribed by the Pension Benefit Guaranty Corporation for the valuation of immediate annuities payable under terminating single-employer defined benefit plans for the month in which the Executive's termination of employment occurs ("Applicable PBGC Rate"); (vi) within 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, as if he were 100% vested thereunder and had continued working for the Bank for a period of two years from the date his employment terminates at the highest annual rate of compensation achieved during that portion of the Employment Period which is prior to the Executive's 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 Applicable PBGC Rate; (vii) within thirty (30) days following his termination of employment with the Bank, a lump sum payment in an amount equal to two times the higher of (A) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) paid to the Executive during or accrued with respect to the Executive for either (i) any of the two years immediately preceding that in which, or (ii) the year in which, Executive's employment with the Bank terminates, or (B) the highest cash incentive compensation or bonus (annualized, if paid for a period other than annually) so paid or accrued in respect of either (x) any of the two years immediately preceding that in which, or (y) the year in which, a Change of Control (as hereinafter defined) occurs. The Company, the Bank and the Executive hereby stipulate that the damages which may be incurred by the Executive 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 the Executive's efforts, if any, to mitigate damages. The Company, the Bank and the Executive further agree that the Company and the Bank may condition the payments and benefits (if any) due under sections 9(b)(iii), (iv), (v), (vi) and (vii) on the receipt of the Executive's resignation from any and all positions which he holds as an officer, director or committee member with respect to the Company, the Bank or any subsidiary or affiliate of either of them.