Common use of Termination Upon Expiration Clause in Contracts

Termination Upon Expiration. At least six (6) months prior to the end of the term hereof, a person designated by the Board of Directors of Parent Corporation shall meet with Xxxxxxxxx for purposes of negotiating an extension of the term of this Agreement. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or renewal of this Agreement and during such negotiations Employer offered Xxxxxxxxx an extension of this Agreement with a term of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employer’s peer group, Xxxxxxxxx’x employment shall terminate as of the end of the term hereof and Employer shall be obligated to pay and provide Xxxxxxxxx with, from and after the expiration of the term hereof, (i) in a lump sum within 30 days of the effective date of termination, the Annual Base Compensation for a period of twelve (12) months from the end of the term of this Agreement, (ii) in a lump sum within 30 days of the effective date of termination, the Annual Bonus he would have been paid hereunder if the term of this Agreement was extended for twelve months, provided that (x) the Annual Bonus shall be computed by multiplying Xxxxxxxxx’x Annual Base Compensation by (in lieu of the Target Bonus Amounts set forth in Paragraph 6) the highest percentage of Annual Base Compensation previously used in determining any prior Annual Bonus paid to Xxxxxxxxx, (y) the Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be an amount determined as provided in the preceding subclause (x) multiplied by a fraction, the numerator of which is the number of months of the fiscal year with respect to which Xxxxxxxxx is entitled to the Annual Bonus pursuant to this subparagraph (with each partial month being deemed a whole month) and the denominator of which is 12, and (z) subparagraph 6(c) shall be disregarded and have no force or effect, and (iii) for one year following the effective date of termination, Employer shall provide Xxxxxxxxx, his spouse and eligible dependents with the Health Care Benefits, life insurance and long-term disability benefits no less favorable to those which Xxxxxxxxx and his spouse and eligible dependents were receiving immediately prior to the effective date of termination; provided, however, that the Health Care Benefits shall be provided during the Benefits Period in such a manner that such benefits are excluded from Xxxxxxxxx’x income for federal income tax purposes. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or a renewal of this Agreement and during such negotiations the Employer did not offer Xxxxxxxxx an extension of the term hereof of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employee’s peer group, Xxxxxxxxx’x employment shall terminate as of the end of the term hereof and Employer shall pay Xxxxxxxxx, the same amounts and provide him with the same benefits at the same time it would have paid and provided him pursuant to subparagraph 10(b) had his employment been terminated without cause immediately prior to the end of the term hereof, including, without limitation, the vesting of stock options and the lapsing of forfeiture restrictions on restricted stock awards and restricted stock units to the extent specified in Paragraph 7, in each case, at such time(s) and in such form(s) as such amounts and benefits would be paid or provided to Xxxxxxxxx pursuant to subparagraph 10(b) and Paragraph 7, as applicable, had his employment been terminated without cause immediately prior to the end of the term hereof. For purposes of this subparagraph 10(f), the “Employer’s peer group” shall consist of ten banks comparable to CNB as to size and performance and as agreed to by Employer and Xxxxxxxxx and the compensation which shall be employed in determining whether the compensation offered Xxxxxxxxx was at least equivalent to the eightieth percentile for chief executive officers of Employer’s peer group compensation shall mean the total compensation (all forms of pay disclosed in the proxy statements). If Xxxxxxxxx and Employer shall be unable to agree by the ninetieth (90th) day prior to the end of the term hereof as to the identity of the banks constituting the “Employer’s peer group”, the ten companies constituting Employer’s peer group shall be determined by Xxxxxx Brossy Consulting Group or any similar firm agreed to by Employer and Xxxxxxxxx.

Termination Upon Expiration. At least six (6) months prior to the end of the term hereof, a person designated by the Board of Directors of Parent Corporation shall meet with Xxxxxxxxx for purposes of negotiating an extension of the term of this Agreement. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or renewal of this Agreement and during such negotiations Employer offered Xxxxxxxxx an extension of this Agreement with a term of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employer’s 's peer group, Xxxxxxxxx’x Xxxxxxxxx'x employment shall terminate as of the end of the term hereof and Employer shall be obligated to pay and provide Xxxxxxxxx with, from and after the expiration of the term hereof, (i) in a lump sum within 30 days of the effective date of termination, the Annual Base Compensation as in effect under Paragraph 5 of this Agreement immediately prior to the expiration of the term hereof (increased as of the end of the term hereof as if the term of this agreement were extended for twelve months) for a period of twelve (12) months from the end of the term of this Agreement, (ii) in a lump sum within 30 days of the effective date of termination, the Annual Bonus he would have been paid hereunder if the term of this Agreement was extended for twelve months, provided that (x) the Annual Bonus shall be computed by multiplying Xxxxxxxxx’x Xxxxxxxxx'x Annual Base Compensation (in case of an Annual Bonus for a partial year, the amount which the Annual Base Compensation would have been as of the following December 31 had his employment continued through such December 31) by (in lieu of the Target Bonus Amounts percentage of Annual Base Compensation set forth in Paragraph 6) the highest percentage of Annual Base Compensation previously used in determining any prior Annual Bonus paid to Xxxxxxxxx, (y) the Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be an amount determined as provided in the preceding subclause (x) multiplied by a fraction, the numerator of which is the number of months of the fiscal year with respect to which Xxxxxxxxx is entitled to the Annual Bonus pursuant to this subparagraph (with each partial month being deemed a whole month) and the denominator of which is 12, and (z) subparagraph 6(c) and the penultimate sentence of Paragraph 6 shall be disregarded and have no force or effect, and (iii) all other employee benefits he would have received hereunder if the term of this Agreement and Xxxxxxxxx'x employment had been extended twelve months, including reimbursement of Xxxxxxxxx for one year following the effective date of termination, Employer shall provide Xxxxxxxxxall expenses and costs incurred by him during such twelve (12) month period in obtaining and maintaining medical and health insurance (through COBRA or otherwise) for him, his spouse and eligible dependents with for such twelve (12) month period which is equivalent to that provided to him by Employer at the Health Care Benefits, life insurance and long-term disability benefits no less favorable to those which Xxxxxxxxx and time of termination of his spouse and eligible dependents were receiving immediately prior to the effective date of termination; provided, however, that the Health Care Benefits shall be provided during the Benefits Period in such a manner that such benefits are excluded from Xxxxxxxxx’x income for federal income tax purposesemployment. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or a renewal of this Agreement and during such negotiations the Employer did not offer Xxxxxxxxx an extension of the term hereof of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employee’s 's peer group, Xxxxxxxxx’x Xxxxxxxxx'x employment shall terminate as of the end of the term hereof and Employer shall pay Xxxxxxxxx, from and after the expiration of the term hereof, the same amounts and provide him with the same benefits at for the same time period it would have paid and provided him pursuant to subparagraph 10(b) had his employment been terminated without cause immediately prior to the end of the term hereof, including, without limitation, the vesting of stock options and the lapsing of forfeiture restrictions on restricted stock awards and restricted stock units to the extent specified in Paragraph 7, in each case, at such time(s) and in such form(s) as such amounts and benefits would be paid or provided to Xxxxxxxxx pursuant to subparagraph 10(b) and Paragraph 7, as applicable, had his employment been terminated without cause immediately prior to the end of the term hereof. For purposes of this subparagraph 10(f), the “"Employer’s 's peer group” " shall consist of ten banks comparable to CNB as to size and performance and as agreed to by Employer and Xxxxxxxxx and the compensation which shall be employed in determining whether the compensation offered Xxxxxxxxx was at least equivalent to the eightieth percentile for chief executive officers of Employer’s 's peer group compensation shall mean the total compensation (all forms of pay disclosed in the proxy statements). If Xxxxxxxxx and Employer shall be unable to agree by the ninetieth (90th) day prior to the end of the term hereof as to the identity of the banks constituting the “"Employer’s 's peer group”", the ten companies constituting Employer’s 's peer group shall be determined by Xxxxxx Brossy Consulting Group or any similar firm agreed to by Employer and Xxxxxxxxx.

Termination Upon Expiration. At least six (6) months prior to the end of the term hereof, a person designated by the Board of Directors of Parent Corporation shall meet with Xxxxxxxxx for purposes of negotiating an extension of the term of this Agreement. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or renewal of this Agreement and during such negotiations Employer offered Xxxxxxxxx an extension of this Agreement with a term of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employer’s peer group, Xxxxxxxxx’x employment shall terminate as of the end of the term hereof and Employer shall be obligated to pay and provide Xxxxxxxxx with, from and after the expiration of the term hereof, (i) in a lump sum within 30 days of the effective date of termination, the Annual Base Compensation for a period of twelve (12) months from the end of the term of this Agreement, (ii) in a lump sum within 30 days of the effective date of termination, the Annual Bonus he would have been paid hereunder if the term of this Agreement was extended for twelve months, provided that (x) the Annual Bonus shall be computed by multiplying Xxxxxxxxx’x Annual Base Compensation by (in lieu of the Target Bonus Amounts set forth in Paragraph 6) the highest percentage of Annual Base Compensation previously used in determining any prior Annual Bonus paid to Xxxxxxxxx, (y) the Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be an amount determined as provided in the preceding subclause (x) multiplied by a fraction, the numerator of which is the number of months of the fiscal year with respect to which Xxxxxxxxx is entitled to the Annual Bonus pursuant to this subparagraph (with each partial month being deemed a whole month) and the denominator of which is 12, and (z) subparagraph 6(c) shall be disregarded and have no force or effect, and (iii) all other employee benefits he would have received hereunder if the term of this Agreement and Xxxxxxxxx’x employment had been extended twelve months, including reimbursement of Xxxxxxxxx for one year following the effective date of termination, Employer shall provide Xxxxxxxxxall expenses and costs incurred by him during such twelve (12) month period in obtaining and maintaining medical and health insurance (through COBRA or otherwise) for him, his spouse and eligible dependents with for such twelve (12) month period which is equivalent to that provided to him by Employer at the Health Care Benefits, life insurance and long-term disability benefits no less favorable to those which Xxxxxxxxx and time of termination of his spouse and eligible dependents were receiving immediately prior to the effective date of termination; provided, however, that the Health Care Benefits shall be provided during the Benefits Period in such a manner that such benefits are excluded from Xxxxxxxxx’x income for federal income tax purposesemployment. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or a renewal of this Agreement and during such negotiations the Employer did not offer Xxxxxxxxx an extension of the term hereof of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employee’s peer group, Xxxxxxxxx’x employment shall terminate as of the end of the term hereof and Employer shall pay Xxxxxxxxx, from and after the expiration of the term hereof, the same amounts and provide him with the same benefits at for the same time period it would have paid and provided him pursuant to subparagraph 10(b) had his employment been terminated without cause immediately prior to the end of the term hereof, including, without limitation, the vesting of stock options and the lapsing of forfeiture restrictions on restricted stock awards and restricted stock units to the extent specified in Paragraph 7, in each case, at such time(s) and in such form(s) as such amounts and benefits would be paid or provided to Xxxxxxxxx pursuant to subparagraph 10(b) and Paragraph 7, as applicable, had his employment been terminated without cause immediately prior to the end of the term hereof. For purposes of this subparagraph 10(f), the “Employer’s peer group” shall consist of ten banks comparable to CNB as to size and performance and as agreed to by Employer and Xxxxxxxxx and the compensation which shall be employed in determining whether the compensation offered Xxxxxxxxx was at least equivalent to the eightieth percentile for chief executive officers of Employer’s peer group compensation shall mean the total compensation (all forms of pay disclosed in the proxy statements). If Xxxxxxxxx and Employer shall be unable to agree by the ninetieth (90th) day prior to the end of the term hereof as to the identity of the banks constituting the “Employer’s peer group”, the ten companies constituting Employer’s peer group shall be determined by Xxxxxx Brossy Consulting Group or any similar firm agreed to by Employer and Xxxxxxxxx.

Termination Upon Expiration. At least six (6) months prior to the end of the term hereof, a person designated by the Board of Directors of Parent Corporation shall meet with Xxxxxxxxx for purposes of negotiating an extension of the term of this Agreement. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of the term hereof or renewal of this Agreement and during such negotiations Employer offered Xxxxxxxxx an extension of this Agreement with a term of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employer’s 's peer group, Xxxxxxxxx’x Xxxxxxxxx'x employment shall terminate as of the end of the term hereof and Employer shall be obligated to pay and provide Xxxxxxxxx with, from and after the expiration of the term hereof, (i) in a lump sum within 30 days of the effective date of termination, the Annual Base Compensation as in effect under Paragraph 5 of this Agreement immediately prior to the expiration of the term hereof (increased as of the end of the term hereof as if the term of this agreement were extended for twelve months) for a period of twelve (12) months from the end of the term of this Agreement, (ii) in a lump sum within 30 days of the effective date of termination, the Annual Bonus he would have been paid hereunder if the term of this Agreement was extended for twelve months, provided that (x) the Annual Bonus shall be computed by multiplying Xxxxxxxxx’x Xxxxxxxxx'x Annual Compensation (in case of an Annual Bonus for a partial year, the amount which the Annual Base Compensation would have been as of the following December 31 had his employment continued through such December 31) by (in lieu of the Target Bonus Amounts percentage of Annual Compensation set forth in Paragraph paragraph 6) the highest percentage of Annual Base Compensation previously used in determining any prior Annual Bonus paid to Xxxxxxxxx, (y) the Annual Bonus applicable to any portion of a fiscal year of less than twelve months shall be an amount determined as provided in the preceding subclause (x) multiplied by a fraction, the numerator of which is the number of months of the fiscal year with respect to which Xxxxxxxxx is entitled to the Annual Bonus pursuant to this subparagraph (with each partial month being deemed a whole month) and the denominator of which is 12, and (z) subparagraph 6(c) and the penultimate sentence of paragraph 6 shall be disregarded and have no force or effect, and (iii) all other employee benefits he would have received hereunder if the term of this Agreement and Xxxxxxxxx'x employment had been extended twelve months, including reimbursement of Xxxxxxxxx for one year following the effective date of termination, Employer shall provide Xxxxxxxxxall expenses and costs incurred by him during such twelve (12) month period in obtaining and maintaining medical and health insurance (through COBRA or otherwise) for him, his spouse and eligible dependents with for such twelve (12) month period which is equivalent to that provided to him by Employer at the Health Care Benefits, life insurance and long-term disability benefits no less favorable to those which Xxxxxxxxx and time of termination of his spouse and eligible dependents were receiving immediately prior to the effective date of termination; provided, however, that the Health Care Benefits shall be provided during the Benefits Period in such a manner that such benefits are excluded from Xxxxxxxxx’x income for federal income tax purposesemployment. If by the ninetieth (90th) day prior to the end of the term hereof Employer and Xxxxxxxxx have not agreed in writing to an extension of this Agreement with the term hereof or a renewal of this Agreement agreement and during such negotiations the Employer did not offer Xxxxxxxxx an extension of the term hereof of at least three years and compensation at least equivalent to the eightieth percentile for chief executive officers of Employee’s 's peer group, Xxxxxxxxx’x Xxxxxxxxx'x employment shall terminate as of the end of the term hereof and Employer shall pay XxxxxxxxxXxxxxxxxx from and after the expiration of the term hereof, the same amounts and provide him with the same benefits at for the same time period it would have paid and provided him pursuant to subparagraph 10(b) had his employment been terminated without cause immediately prior to the end of the term hereof, including, without limitation, the vesting of stock options and the lapsing of forfeiture restrictions on restricted stock awards and restricted stock units to the extent specified in Paragraph 7, in each case, at such time(s) and in such form(s) as such amounts and benefits would be paid or provided to Xxxxxxxxx pursuant to subparagraph 10(b) and Paragraph 7, as applicable, had his employment been terminated without cause immediately prior to the end of the term hereof. For purposes of this subparagraph 10(f), the “"Employer’s 's peer group” " shall consist of ten banks comparable to CNB as to size and performance and as agreed to by Employer and Xxxxxxxxx and the compensation which shall be employed in determining whether the compensation offered Xxxxxxxxx was at least equivalent to the eightieth percentile for chief executive officers of Employer’s 's peer group compensation shall mean the total compensation (all forms of pay disclosed in the proxy statements). If Xxxxxxxxx and Employer shall be unable to agree by the ninetieth (90th) day prior to the end of the term hereof as to the identity of the banks constituting the “"Employer’s 's peer group”", the ten companies constituting Employer’s 's peer group shall be determined by Xxxxxx Brossy Consulting Group Sibson and Company or any similar firm agreed to by Employer and Xxxxxxxxx.