Common use of Termination Upon Executive’s Death or Disability Clause in Contracts

Termination Upon Executive’s Death or Disability. In the event of the death or Disability (as defined in this paragraph) of Executive during the Employment Period, the Employment Period shall terminate effective immediately, and, provided such termination is after the Effective Date, the Bank shall pay to Executive (or his representative) in a lump sum, on the Bank’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of termination, Executive’s Accrued Compensation. Provided such termination is after the Effective Date, Executive (or his representative) shall also continue to receive Executive’s prevailing Base Salary (less any disability pay or sick pay benefits to which Executive may be entitled under the Bank’s customary practices and policies) for a period of twelve (12) months following the effective date of termination payable in accordance with the Bank’s normal payroll policies (payment to commence on the Bank’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of such termination, but retroactive to such effective date), and the Bank shall pay to Executive (or his representative) an amount equal to the prorated portion of the Annual Bonus Executive earned with respect to the year immediately preceding the year in which the effective date of termination occurred provided that Executive had been employed by the Bank for at least six (6) months during such calendar year (provided, however, that if the effective date of termination occurs during the second six (6) months of the first year of the Effective Employment Period, the amount payable shall be equal to the maximum Annual Bonus), payable within the time specified in Section 3(B) hereof. The Bank shall also maintain in full force and effect for the continued benefit of Executive (if not deceased) and Executive’s spouse (if any) for a period of twelve (12) months following the effective date of termination all Benefits in which Executive or his spouse were participating immediately prior to the effective date of termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such Benefits) as existed immediately prior to the effective date of termination (except to the extent that Executive and/or his spouse may be ineligible for one or more such Benefits under applicable plan terms). The term “Disability” as used in this Agreement means physical or mental incapacity resulting in Executive being absent and unable to perform Executive’s duties for any consecutive three (3) month period, or for any six (6) non-consecutive months in any twelve (12) month period, which physical or mental incapacity is then determined in writing to be total and permanent by either of the following, which shall be deemed conclusive determination of disability: (i) a decision by an insurance company to pay disability benefits under a specified waiting period to Executive, the determination of which shall relate back and be effective at the beginning of such waiting period; or (ii) a decision to such effect by a qualified physician appointed by the Bank and reasonably acceptable to Executive (or Executive’s representative) who is not an employee of or otherwise affiliated with the Bank or any of its shareholders or directors. Executive shall submit to a reasonable number of examinations by the physician making the determination of disability, and Executive hereby authorizes the disclosure and release of all supporting medical records.

Termination Upon Executive’s Death or Disability. In (a) If Executive dies during the event term of this Agreement, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided in this Section 7.3. (b) If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none apply, would have been so eligible under the most recent plan or arrangement) (“Disability”), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon at least thirty (30) days’ written notice to Executive, provided that the Company shall not have the right to terminate Executive’s employment if, in the opinion of a qualified physician reasonably acceptable to both parties, it is reasonably certain that Executive will be able to resume his duties on a regular full-time basis within ninety (90) days of the date that the notice of such termination is delivered. (c) Upon Executive’s death or the termination of Executive’s employment by virtue of Disability, all of the following shall apply: (i) Executive, or Executive’s estate or beneficiaries in the case of the death of Executive, shall have no right to receive any compensation or Disability (as defined in this paragraph) of Executive during the Employment Period, the Employment Period shall terminate effective immediately, and, provided such termination is after the Effective Date, the Bank shall pay to Executive (or his representative) in a lump sum, benefit hereunder on the Bank’s regular payroll payment date next following the thirty-second (32nd) day and after the effective date of terminationthe termination of employment, except that Executive, or Executive’s Accrued Compensation. Provided such termination is after estate or beneficiaries in the Effective Datecase of the death of Executive, Executive (or his representative) shall also continue be entitled to receive Executive’s prevailing Base Salary (less A) the Accrued Obligations, (B) the Prior Year Bonus, if any, and (C) any death or disability pay or sick pay benefits benefit payable to which Executive may be entitled under the Bank’s customary practices and policies) for a period of twelve (12) months following the effective date of termination payable in accordance with the Bank’s normal payroll policies (payment to commence on the Bank’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of such termination, but retroactive to such effective date), and the Bank shall pay to Executive (applicable Company plans or his representative) agreements covering Executive; or an amount equal to the prorated portion of the Annual Bonus Executive earned with respect to the year immediately preceding the year in which the effective date of termination occurred provided that Executive had been employed by the Bank for at least six (6) months during such calendar year (providedmonth’s Annual Base Salary, howeverwhichever is greater, that if and this Agreement shall otherwise terminate and there shall be no further rights with respect to Executive hereunder except for the effective date surviving provisions of termination occurs during the second six (6) months of the first year of the Effective Employment Periodthis Agreement as provided in Section 12. The payments to be made in this Section 7.3 shall be in addition to, rather than in lieu of, the amount payable shall be equal to the maximum Annual Bonus), payable within the time specified in Section 3(B) hereof. The Bank shall also maintain in full force and effect for the continued benefit entitlement of Executive (if not deceased) and Executive’s spouse (if any) for a period of twelve (12) months following the effective date of termination all Benefits in which Executive or his spouse were participating immediately prior estate to the effective date any other insurance or benefit proceeds as a result of termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such Benefits) as existed immediately prior to the effective date of termination (except to the extent that Executive and/or his spouse may be ineligible for one death or more such Benefits under applicable plan terms). The term “Disability” as used in this Agreement means physical or mental incapacity resulting in Executive being absent and unable to perform Executive’s duties for any consecutive three (3) month period, or for any six (6) non-consecutive months in any twelve (12) month period, which physical or mental incapacity is then determined in writing to be total and permanent by either of the following, which shall be deemed conclusive determination of disability: (i) a decision by an insurance company to pay disability benefits under a specified waiting period to Executive, the determination of which shall relate back and be effective at the beginning of such waiting period; or (ii) a decision to such effect by a qualified physician appointed by the Bank and reasonably acceptable to Executive (or Executive’s representative) who is not an employee of or otherwise affiliated with the Bank or any of its shareholders or directors. Executive shall submit to a reasonable number of examinations by the physician making the determination of disability, and Executive hereby authorizes the disclosure and release of all supporting medical records.

Termination Upon Executive’s Death or Disability. In the event of the death or Disability (as defined in this paragraph) of Executive during the Employment Period, the Employment Period shall terminate effective immediately, and, provided such termination is after the Effective Date, the Bank Company shall pay to Executive (or his representative) in a lump sum, on the BankCompany’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of termination, Executive’s Accrued Compensation. Provided such termination is after the Effective Date, Executive (or his representative) shall also continue to receive Executive’s prevailing Base Salary (less any disability pay or sick pay benefits to which Executive may be entitled under the BankCompany’s customary practices and policies) for a period of twelve (12) months following the effective date of termination payable in accordance with the BankCompany’s normal payroll policies (payment to commence on the BankCompany’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of such termination, but retroactive to such effective date), and the Bank Company shall pay to Executive (or his representative) an amount equal to the prorated portion of the Annual Bonus Executive earned with respect to the year immediately preceding the year in which the effective date of termination occurred provided that Executive had been employed by the Bank Company for at least six (6) months during such calendar year (provided, however, that if the effective date of termination occurs during the second six (6) months of the first year of the Effective Employment Period, the amount payable shall be equal to the maximum Annual Bonus), payable within the time specified in Section 3(B) hereof. The Bank shall also maintain in full force and effect for the continued benefit of Executive (if not deceased) and Executive’s spouse (if any) for a period of twelve (12) months following the effective date of termination all Benefits in which Executive or his spouse were participating immediately prior to the effective date of termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such Benefits) as existed immediately prior to the effective date of termination (except to the extent that Executive and/or his spouse may be ineligible for one or more such Benefits under applicable plan terms). The term “Disability” as used in this Agreement means physical or mental incapacity resulting in Executive being absent and unable to perform Executive’s duties for any consecutive three (3) month period, or for any six (6) non-consecutive months in any twelve (12) month period, which physical or mental incapacity is then determined in writing to be total and permanent by either of the following, which shall be deemed conclusive determination of disability: (i) a decision by an insurance company to pay disability benefits under a specified waiting period to Executive, the determination of which shall relate back and be effective at the beginning of such waiting period; or (ii) a decision to such effect by a qualified physician appointed by the Bank Group and reasonably acceptable to Executive (or Executive’s representative) who is not an employee of or otherwise affiliated with the Bank Company or any of its shareholders or directors. Executive shall submit to a reasonable number of examinations by the physician making the determination of disability, and Executive hereby authorizes the disclosure and release of all supporting medical records.

Termination Upon Executive’s Death or Disability. In the event of the death or Disability (as defined in this paragraph) of Executive during the Employment Period, the Employment Period shall terminate effective immediately, and, provided such termination is after the Effective Date, the Bank shall pay to Executive (or his representative) in a lump sum, on the Bank’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of termination, Executive’s Accrued Compensation. Provided such termination is after the Effective Date, Executive (or his representative) shall also continue to receive Executive’s prevailing Base Salary (less any disability pay or sick pay benefits to which Executive may be entitled under the Bank’s customary practices and policies) for a period of twelve (12) months following the effective date of termination payable in accordance with the Bank’s normal payroll policies (payment to commence on the Bank’s regular payroll payment date next following the thirty-second (32nd) day after the effective date of such termination, but retroactive to such effective date), and the Bank shall pay to Executive (or his representative) an amount equal to the prorated portion of the Annual Bonus Executive earned with respect to the year immediately preceding the year in which the effective date of termination occurred provided that Executive had been employed by the Bank for at least six (6) months during such calendar year (provided, however, that if the effective date of termination occurs during the second six (6) months of the first year of the Effective Employment Period, the amount payable shall be equal to the maximum Annual Bonus), payable within the time specified in Section 3(B) hereof. The Bank shall also maintain in full force and effect for the continued benefit of Executive (if not deceased) and Executive’s spouse (if any) for a period of twelve (12) months following the effective date of termination all Benefits in which Executive or his spouse were participating immediately prior to the effective date of termination at the level in effect and upon substantially the same terms and conditions (including, without limitation, contributions required by Executive for such Benefits) as existed immediately prior to the effective date of termination (except to the extent that Executive and/or his spouse may be ineligible for one or more such Benefits under applicable plan terms). The term “Disability” as used in this Agreement means physical or mental incapacity resulting in Executive being absent and unable to perform Executive’s duties for any consecutive three (3) month period, or for any six (6) non-consecutive months in any twelve (12) month period, which physical or mental incapacity is then determined in writing to be total and permanent by either of the following, which shall be deemed conclusive determination of disability: (i) a decision by an insurance company to pay disability benefits under a specified waiting period to Executive, the determination of which shall relate back and be effective at the beginning of such waiting period; or (ii) a decision to such effect by a qualified physician appointed by the Bank Group and reasonably acceptable to Executive (or Executive’s representative) who is not an employee of or otherwise affiliated with the Bank or any of its shareholders or directors. Executive shall submit to a reasonable number of examinations by the physician making the determination of disability, and Executive hereby authorizes the disclosure and release of all supporting medical records.