Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant. (ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment. (iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 9 contracts
Samples: Employment Agreement (Kearny Financial Corp.), Employment Agreement (Kearny Financial Corp.), Employment Agreement (Kearny Financial Corp.)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall will continue to pay Executive, or Executive his Base Salary at the rate in the event of effect at Executive’s subsequent death, date of termination for the greater of: (i) 12 months or (ii) the remaining term of this Agreement. Such continued payments will commence on the Bank’s first payroll date immediately following the 30th day after Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, date of termination and be payable in a lump sum within ten (10) days of accordance with the ExecutiveBank’s termination of employmentregular payroll practices.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the remaining term of this AgreementAgreement or (B) the date on which Executive becomes a full-time employee of another employer, at no cost provided Executive is entitled to benefits with such other employer that are substantially similar to the Executivehealth and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 5 contracts
Samples: Employment Agreement (CB Financial Services, Inc.), Employment Agreement (CB Financial Services, Inc.), Employment Agreement (CB Financial Services, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one two (2) times his highest annual rate of Base Salary earned by Executive during the calendar year of Executive’s Base Salary, payable in a lump sum date of termination or either of the three (3) calendar years immediately preceding Executive’s date of termination. Such payment shall be made to Executive within ten thirty (1030) days of the following Executive’s termination date of employmenttermination.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for of the remaining term Bank as of this AgreementExecutive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the date which is two (2) years from Executive’s date of termination or (B) the date on which Executive becomes a full-time employee of another employer, at no cost provided Executive is entitled to the Executivebenefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will shall be made on the Bank’s first payroll date immediately following the 30th day in a lump sum within thirty (30) days after the later of: (i) of Executive’s date of termination; termination or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 5 contracts
Samples: Employment Agreement (Pilgrim Bancshares, Inc.), Employment Agreement (Melrose Bancorp, Inc.), Employment Agreement (Pilgrim Bancshares, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may may, by providing a Notice of Termination (as defined in Section 6 hereof) to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of Executive’s termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall continue to pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount equal to one times the Executive’s Base Salary, Salary at the rate in effect as of his date of termination for the later of: (A) remaining term of this Agreement or (B) twelve (12) months. Such payment shall commence within thirty (30) days following Executive’s date of termination and shall be payable in a lump sum within ten (10) days of accordance with the ExecutiveBank’s termination of employmentregular payroll practices.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the provide Executive and his or her dependents shall remain eligible to participate in the with non-taxable medical and dental insurance programs offered coverage substantially comparable to the coverage maintained by the Bank for Executive immediately prior to its employees his date of termination at no cost to Executive. Such continued coverage shall continue for the later of: (A) the remaining term of this AgreementAgreement or (B) twelve (12) months. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, at no cost to as amended (the Executive“Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph Section 4(e)(iii) because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will shall be made on the Bank’s first payroll date immediately following the 30th day in a lump sum within thirty (30) days after the later of: (i) of Executive’s date of termination; termination or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 4 contracts
Samples: Employment Agreement (Madison County Financial, Inc.), Employment Agreement (Madison County Financial, Inc.), Employment Agreement (Madison County Financial, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall will continue to pay Executive, or Executive his Base Salary at the rate in the event of effect at Executive’s subsequent death, date of termination for the greater of: (i) 12 months or (ii) the remaining term of this Agreement. Such continued payments will commence on the Bank’s first payroll date immediately following the 30th day after Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, date of termination and be payable in a lump sum within ten (10) days of accordance with the ExecutiveBank’s termination of employmentregular payroll practices.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the remaining term of this AgreementAgreement or (B) the date on which Executive becomes a full-time employee of another employer, at no cost provided Executive is entitled to benefits with such other employer that are substantially similar to the Executivehealth and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
(iv) “Good Reason” exists if, without Executive’s express written consent, any of the following occurs:
(A) a material reduction in Executive’s Base Salary (other than pursuant to Section 3(a)) or benefits provided in this Agreement (other than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law));
(B) a material reduction in Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;
(C) a material breach of this Agreement by the Bank.
(v) Notwithstanding the foregoing, Executive will not be entitled to any payments or benefits under this Section 4(e) unless and until Executive executes a release of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the release must be provided to Executive no later than the date of his Separation from Service and Executive must execute the release within 21 days after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the release.
Appears in 4 contracts
Samples: Employment Agreement (CB Financial Services, Inc.), Employment Agreement (CB Financial Services, Inc.), Employment Agreement (CB Financial Services, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the his Base Salary. Such payment shall be payable within thirty (30) days following Executive’s Base Salarydate of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay will continue to provide to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its employees for his termination. Such life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the remaining earlier of (i) the end of the term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the effective date on which such coverage is made available to the Executive through subsequent employment.
(iv) “Good Reason” exists if, without Executive’s express written consent, any of the rules following occurs:
(1) a failure to elect or regulations prohibiting such benefits reelect or subjecting to appoint or reappoint Executive to the Executive Position held on the Effective Date of this Agreement;
(2) a material change in Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1 above;
(3) a liquidation or dissolution of the Bank other than liquidations or dissolutions that are caused by reorganizations that do not negatively affect the status of Executive;
(4) a material reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to penaltiesall participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law); or,
(5) a material breach of this Agreement by the Bank.
Appears in 4 contracts
Samples: Employment Agreement (BCB Bancorp Inc), Employment Agreement (BCB Bancorp Inc), Employment Agreement (BCB Bancorp Inc)
Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate Executive’s employment and this Agreement at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Directors, terminate his employment and this Agreement at any time within 90 60 calendar days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 calendar days to cure the “Good Reason” condition, but the Bank Board of Directors may waive its right to cure. Any termination of Executive’s employment, other than termination for Causeemployment and this Agreement Without Cause or With Good Reason, shall have no effect on or prejudice the vested earned and accrued rights of Executive under the Bank’s qualified or non-qualified retirement retirement, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for 12 months. The payment shall be made to Executive within 60 calendar days following Executive’s Base Salary, payable in a lump sum within ten (10) days date of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In addition, if the event of termination Without Cause, as described under Section 4(e)(i), and subject Executive chooses to the requirements of Section 4(e)(v)continue health insurance coverage pursuant to COBRA, the Bank shall will pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten one hundred percent (10100%) days of the Executive’s termination of employment, and the Executive and premiums for his or her dependents shall remain eligible to participate in the non-taxable medical and dental group health insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made period expiring on the Bank’s first payroll date immediately following the 30th day after the later of: earlier of (i) Executive’s 12 months from the date of termination; termination or (ii) the effective date on which he receives substantially comparable coverage and benefits under the health insurance plan of a subsequent employer. If Executive elects continuing coverage pursuant to COBRA beyond 12 months from the date of termination, the rules or regulations prohibiting such benefits or subjecting Executive will be responsible for paying the Bank to penaltiespremiums and any other costs associated with this coverage. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein.
Appears in 3 contracts
Samples: Employment Agreement (Catalyst Bancorp, Inc.), Employment Agreement (Catalyst Bancorp, Inc.), Employment Agreement (Catalyst Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for the greater of: (A) 12 months; or (B) the remaining term of this Agreement (the “Benefit Period”). Such payment shall be made to Executive within 30 days following Executive’s Base Salarydate of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
Appears in 3 contracts
Samples: Employment Agreement (Seneca Financial Corp.), Employment Agreement (Seneca Financial Corp.), Employment Agreement (Seneca Financial Corp.)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Employer shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Employer may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the BankEmployer’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantparticipant as of the date of termination, unless the terms of any particular plan or program expressly provide otherwise.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to the requirements of Section 4(e)(v), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one three (3) times the Executive’s sum of (i) his Base SalarySalary and (ii) the highest rate of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes. Such payment shall be payable in a lump sum within ten thirty (1030) calendar days of his termination. Notwithstanding the Executive’s foregoing, Executive shall not be entitled to any payments or benefits under this Section 6 unless and until Executive executes a release of his claims against Employer, its officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship other than claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of employmentthis Agreement.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will cause to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, be continued life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially identical to the coverage maintained by the Bank for Executive prior to its employees for his termination; provided, however, such non-taxable medical and dental insurance coverage shall cease upon the remaining term earlier of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s three (3) years from the date of termination; termination or (ii) the effective date Executive becomes eligible for Medicare coverage; provided further that if Executive is covered by family coverage or coverage for self and a spouse, then Executive’s family or spouse shall continue to be covered for the remainder of the rules three (3) year period, or regulations prohibiting such benefits in the case of the spouse, until the spouse becomes eligible for Medicare coverage or subjecting the Bank to penaltiesobtains healthcare coverage elsewhere, whichever period is less.
Appears in 3 contracts
Samples: Employment Agreement (Campello Bancorp, Inc.), Employment Agreement (Campello Bancorp, Inc.), Employment Agreement (Campello Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s 's employment at any time for a reason other than Cause (a termination “"Without Cause”"), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “"Good Reason,” " as defined below (a termination “"With Good Reason”"); provided, however, that the Bank shall have 30 days to cure the “"Good Reason” " condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, 's employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s 's qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal provide to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) Executive any Accrued Obligations. In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s 's subsequent death, Executive’s 's beneficiary or estate, as the case may be, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to 100% of Executive's Base Salary, payable within 30 days following Executive's date of termination.
(iii) In addition, the value Bank shall pay to Executive the COBRA Payments on a monthly basis commencing with the first month following Executive's date of such benefits or termination and continuing until the value earlier of (A) the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately sixth (6th) month following the 30th day after the later of: (i) Executive’s 's date of termination; or (iiB) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiestime that Executive first becomes eligible for health insurance coverage with another employer.
Appears in 3 contracts
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/), Employment Agreement (Orange County Bancorp, Inc. /DE/), Employment Agreement (Orange County Bancorp, Inc. /DE/)
Termination Without Cause or With Good Reason. (i) The Board of Trustees may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Trustees, terminate this Agreement his employment at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Causeemployment Without Cause or With Good Reason, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for the greater of: (A) 24 months; or (B) the remaining term of this Agreement (the “Benefit Period”). The payment shall be made to Executive within 30 days following Executive’s Base Salarydate of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. The continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
Appears in 2 contracts
Samples: Employment Agreement (SSB Bancorp, Inc.), Employment Agreement (SSB Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Association shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Association may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankAssociation’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount Executive will receive a cash lump sum payment equal to one three (3) times the Executive’s sum of (i) his Base Salary, payable in a lump sum Salary and (ii) highest rate of bonus paid during the three years prior to his termination of employment. Such severance payment shall be paid within ten thirty (1030) days of the following Executive’s termination of employment. Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 6 unless and until Executive executes a release of his claims against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act, but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal Association will cause to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, be continued life insurance and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable to the coverage maintained by the Bank Association for Executive prior to its employees for his termination, provided, however, such medical and dental coverage shall cease upon the remaining term earlier of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s three (3) years from the date of termination; termination or (ii) the effective date Executive becomes eligible for Medicare coverage; provided further that if Executive is covered by family coverage or coverage for self and a spouse, then Executive’s family or spouse shall continue to be covered for the remainder of the rules three (3) year period, or regulations prohibiting such benefits in the case of the spouse, until the spouse becomes eligible for Medicare coverage or subjecting the Bank to penaltiesobtains healthcare coverage elsewhere, whichever period is less.
Appears in 2 contracts
Samples: Employment Agreement (St. Joseph Bancorp, Inc.), Employment Agreement (St. Joseph Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may may, by providing a Notice of Termination (as defined in Section 6 hereof) to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Company shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Company may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankCompany’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Base Salary (at the rate in effect as of his date of termination) that Executive would have earned had he remained employed with the Company from his date of termination until, and including, the last of the remaining term of this Agreement. Such payment shall be made to Executive within thirty (30) days following Executive’s Base Salary, payable in a lump sum within ten (10) days date of the Executive’s termination of employmenttermination.
(iii) In addition, the event of termination Without Cause, as described under Section 4(e)(i), Company will continue to provide to Executive life insurance coverage and subject non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the requirements coverage maintained by the Company for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of Section 4(e)(v), the Bank shall pay Executive, or in the event Company as of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to date of termination. Such continued coverage shall cease upon the Executive’s Base Salary for earlier of: (A) the completion of the remaining term of this Agreement, payable in with such period commencing on Executive’s date of termination or (B) the date on which Executive becomes a lump sum within ten (10full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Company. The period of continued health coverage required by Section 4980B(f) days of the Executive’s termination Internal Revenue Code of employment1986, and as amended (the Executive and his or her dependents “Code”), shall remain eligible to participate in run concurrently with the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executivecoverage period provided herein. If the Bank Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank Company to penalties, then the Bank Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will shall be made on the Bank’s first payroll date immediately following the 30th day in a lump sum within thirty (30) days after the later of: (i) of Executive’s date of termination; termination or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank Company to penalties.
Appears in 2 contracts
Samples: Employment Agreement (Hamilton Bancorp, Inc.), Employment Agreement (Hamilton Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount Executive will receive a cash lump sum payment equal to one three (3) times the Executive’s sum of (i) his Base Salary, payable in a lump sum Salary and (ii) average rate of bonus paid during the three years prior to his termination of employment. Such severance payment shall be paid within ten thirty (1030) days of the following Executive’s termination of employment.
(iii) In addition, the event Bank will reimburse Executive for a period of termination Without Causethree (3) years at no cost to Executive, as described under Section 4(e)(i)for life insurance coverage substantially comparable to the coverage maintained by the Bank for Executive prior to his termination, and with respect to the group term life insurance coverage provided to Executive, subject to all of the requirements provisions of Section 4(e)(v)the group term life insurance policy provided by OmniAmerican Bank to its employees as of the date of termination. Notwithstanding the foregoing, with respect to the individually-owned life insurance policy for which the Bank co-pays the premium for Executive, the Bank shall only be obligated to continue to make such payments for such three year period in accordance with the same co-pay arrangement as in effect immediately prior to Executive’s termination of employment. In addition, or Executive shall have the right to purchase such continued health care coverage for himself and his family as is customarily available to employees of the Bank under COBRA and Texas health care continuation laws for the maximum period permitted by law and the Bank shall reimburse the Executive for the premiums paid by Executive no less frequently than quarterly and within 15 days following the end of a quarter, such that premiums paid in the event first quarter of Executive’s subsequent deatha calendar year shall be reimbursed by April 15, Executive’s beneficiary or estatepremiums paid in the second quarter shall be reimbursed by July 15, as severance pay, an amount equal to etc. Following the Executive’s Base Salary end of the applicable COBRA and Texas health care continuation periods and for the remaining term of this Agreement, payable in a lump sum within ten (10) days remainder of the three year period following Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive reimburse Executive, on a cash lump sum payment reasonably estimated to be equal to quarterly basis by no later than the value 15th day following the end of such benefits or quarter, the value cost of purchasing individual coverage for himself and his family, up to $5,000 per month. In the remaining benefits at the time event Executive obtains employment elsewhere and is eligible for and is offered health care coverage as an employee of such determination. Such cash payment will be made on new employer, the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank obligation to penaltiesprovide health care coverage hereunder shall cease.
Appears in 2 contracts
Samples: Employment Agreement (OmniAmerican Bancorp, Inc.), Employment Agreement (OmniAmerican Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Employer shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Employer may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the BankEmployer’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantparticipant as of the date of termination, unless the terms of any particular plan or program expressly provide otherwise.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to the requirements of Section 4(e)(v), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one two (2) times the Executive’s sum of (i) his Base SalarySalary and (ii) the highest rate of bonus paid to Executive during the two (2) years prior to termination, subject to applicable withholding taxes. Such payment shall be payable in a lump sum within ten thirty (1030) calendar days of his termination. Notwithstanding the Executive’s foregoing, Executive shall not be entitled to any payments or benefits under this Section 6 unless and until Executive executes a release of claims against Employer, its officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship other than claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of employmentthis Agreement.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will cause to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, be continued life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially identical to the coverage maintained by the Bank for Executive prior to its employees for his termination; provided, however, such non-taxable medical and dental insurance coverage shall cease upon the remaining term earlier of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s two (2) years from the date of termination; , or (ii) the effective date Executive becomes eligible for Medicare coverage; provided further that if Executive is covered by family coverage or coverage for self and a spouse, then Executive’s family or spouse shall continue to be covered for the remainder of the rules two (2) year period, or regulations prohibiting such benefits in the case of the spouse, until the spouse becomes eligible for Medicare coverage or subjecting the Bank to penaltiesobtains healthcare coverage elsewhere, whichever period is less.
Appears in 2 contracts
Samples: Employment Agreement (Campello Bancorp, Inc.), Employment Agreement (Campello Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided. Notwithstanding the foregoing, howeverin the event of Executive’s notice of termination for Good Reason, that the Bank shall have 30 days a thirty (30) day period in which to cure the “event giving right to the Good Reason” conditionReason termination, but however, the Bank may waive its right to curesuch right. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In Subject to Subsection 6(f)(iv) of this Agreement, in the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executivewill, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) calendar days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, make a lump-sum cash payment to Executive equal to two (2) times Executive’s Base Salary and average bonus earned (other than signing and retention bonuses) during the Executive three (3) years prior to the year in which the termination occurs. In addition, the Bank will cause to be continued life insurance and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially identical to the coverage maintained by the Bank for Executive prior to its employees his termination for the remaining term a period of this Agreementtwo (2) years, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules provided, however, that if earlier, such medical and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank dental coverage shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later ofcease: (i) on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or coverage for self and a spouse, in which case Executive’s date family or spouse shall continue to be covered for the remainder of termination; the two (2) year period, or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting Executive becomes entitled to substantially similar coverage to that provided by the Bank to penaltiesthrough another employer.
Appears in 2 contracts
Samples: Employment Agreement (Cape Bancorp, Inc.), Employment Agreement (Cape Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may may, by providing a Notice of Termination (as defined in Section 6 hereof) to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Base Salary (at the rate in effect as of his date of termination) that Executive would have earned had he remained employed with the Bank from his date of termination until, and including, the last of the remaining term of this Agreement. Such payment shall be made to Executive within thirty (30) days following Executive’s Base Salary, payable in a lump sum within ten (10) days date of the Executive’s termination of employmenttermination.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in will continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the event same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to date of termination. Such continued coverage shall cease upon the Executive’s Base Salary for earlier of: (A) the completion of the remaining term of this Agreement, payable in with such period commencing on Executive’s date of termination or (B) the date on which Executive becomes a lump sum within ten (10full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) days of the Executive’s termination Internal Revenue Code of employment1986, and as amended (the Executive and his or her dependents “Code”), shall remain eligible to participate in run concurrently with the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executivecoverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will shall be made on the Bank’s first payroll date immediately following the 30th day in a lump sum within thirty (30) days after the later of: (i) of Executive’s date of termination; termination or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 2 contracts
Samples: Employment Agreement (Hamilton Bancorp, Inc.), Employment Agreement (Hamilton Bancorp, Inc.)
Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which the Company Parties shall have the right to do with or without Cause at any time during the Term) or Executive terminates Executive’s employment for Good Reason, the sole obligations of the Company Parties to Executive shall be (i) The Board may to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), (ii) to the extent not paid as of the Termination Date, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan with respect to the completed fiscal year immediately terminate preceding the fiscal year in which the Termination Date occurs, and (iii) subject to Executive providing the Company with the release and separation agreement described below, (A) to provide continuation of Executive’s employment at any time then current Base Salary for a reason other than Cause one (a termination “Without Cause”)1)-year period commencing with the Termination Date, and Executive may, by written notice to which amount shall be payable in substantially equal installments in accordance with the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”)normal payroll practices of the Company; provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the if Executive’s Base Salary exceeds the sum of (x) the amount under the separation pay exception under Treas. Reg. § 1.409A-1(b)(9)(iii) as in effect on the Termination Date (i.e., $660,000 for 2023) and (y) the amount that qualifies for the remaining “short-term deferral” exception under Section 409A of this Agreementthe Internal Revenue Code of 1986, payable as amended (the “Code”) as of the Termination Date, the amount equal to such excess shall be paid to Executive in a single lump sum within ten on the first payroll date following the date on which the release and separation agreement becomes effective, (10B) days to provide continuation of medical, dental and vision benefits by the Company for a one (1)-year period commencing on the Termination Date, with the employee portion of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in to be payable by Executive by reducing such amount from the manner contemplatedBase Salary payable to Executive under the preceding clause (A) (unless Executive otherwise elects), or it would subject the Bank and (C) to penalties, then the Bank shall pay to Executive a prorated annual cash lump sum payment reasonably estimated incentive under the Cash Plan for the year in which the Termination Date occurs, with such amount to be equal to the value product of (x) the amount determined by the Capri Board of Directors (or appropriate committee thereof) in respect of such benefits or performance period and (y) a fraction, the value numerator of which is the number of days in the current fiscal year through (and including) the Termination Date, and the denominator of which is the number of days in such fiscal year, which amount shall be paid on the date on which the Company otherwise pays annual cash incentives to senior executives of the remaining Company for such fiscal year (other than any portion of such annual cash incentive that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder). The Company Parties’ obligation to provide the payments and provide the benefits at referred to in the preceding clause (iii) shall be contingent upon (A) Executive having delivered to Capri a fully executed separation agreement and release of claims (that is not revoked within the time of period set forth in such determination. Such cash payment will be made on release) against the BankCompany Parties and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Capri’s first payroll date immediately following the 30th day after the later of: counsel, and (iB) Executive’s date continued compliance with Executive’s obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, (1) Executive’s sole remedy against the Company Parties shall be to receive the payments and benefits specified in this Section 5(b), and (2) if Executive does not execute or revokes the separation agreement and release described above, Executive shall have no remedy with respect to such termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 2 contracts
Samples: Employment Agreement (Capri Holdings LTD), Employment Agreement (Capri Holdings LTD)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Employer shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Employer may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankEmployer’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one two (2) times the Executive’s sum of (i) his Base Salary, payable in a lump sum within ten Salary and (10ii) days the average of the highest rate of bonus paid to Executive during three (3) of the five (5) years prior to termination, subject to applicable withholding taxes, plus (B) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the date of termination have been granted to Executive’s termination , but are not exercisable by Executive and the value of employmentrestricted stock awards which have been granted to Executive, but in which Executive does not have a nonforfeitable or fully-vested interest as of the date of termination. Such payment shall be payable within thirty (30) calendar days following his termination.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay will continue to provide to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by Company or the Bank for Executive immediately prior to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determinationhis termination. Such cash payment will be made on life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the Bank’s first payroll date immediately following the 30th day after the later of: earlier of (i) Executive’s the date which is two (2) years from the date of termination; , or (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the effective date on which such coverage is made available to the Executive through subsequent employment. The Executive’s health care continuation rights available under the COBRA shall commence following the termination of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiescoverage provided by this Section 6(f).
Appears in 2 contracts
Samples: Employment Agreement (Legacy Bancorp, Inc.), Employment Agreement (Legacy Bancorp, Inc.)
Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have at any time and for any reason during the Term) and other than for the reasons provided for in Section 7(a) above, or Executive terminates his employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: (i) The Board may immediately to make the payments described in Section 8(a) for Accrued Obligations, (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay to Executive in a single lump sum payment, within thirty (30) days from the Termination Date, a separation payment equal to two (2) times (A) Executive’s Base Salary and (B) the Cash Incentive paid or payable to Executive pursuant to Section 4(a) with respect to MKHL’s last full fiscal year ended prior to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment at any time for a reason without Cause and other than Cause (a termination “Without Cause”), and for the reasons provided for in Sections 7(a) or 7(b) or Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination terminates his employment for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal sole remedy shall be to one times receive the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth payments specified in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesSection 8(b).
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Michael Kors Holdings LTD)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v4(e)(iv), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Executive’s Base SalarySalary (at the rate in effect as of his date of termination) that Executive would have earned had he remained employed with the Bank from his date of termination until, payable in a lump sum and including, the last day of the remaining term of this Agreement. Such payment shall be made to Executive within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; , or if later, following the seventh (ii7th) the effective date day after Executive’s execution of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesRelease required under Section 4(e)(iv) hereof.
Appears in 2 contracts
Samples: Employment Agreement (Bancorp 34, Inc.), Employment Agreement (Bancorp 34, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estatecase may be, as severance pay, an amount a cash lump sum payment equal to the Executive’s amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for the lesser of: (A) 24 months; or (B) the remaining term of this Agreement, payable in a lump sum provided, however, that such period shall be no less than 12 months (the “Benefit Period”). Such payment shall be made to Executive within ten (10) 30 days of the following Executive’s termination date of employmenttermination, and will be subject to applicable withholding taxes.
(iii) In addition, the Bank will continue to provide to Executive life insurance coverage and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
Appears in 2 contracts
Samples: Employment Agreement (HV Bancorp, Inc.), Employment Agreement (HV Bancorp, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may immediately If the Company and the Bank terminate Executive’s 's employment at without Cause during the Term, or Executive terminates his employment for Good Reason during the Term, then contingent upon (1) Executive's signing and not subsequently revoking a release of any time for a reason other than Cause (a termination “Without Cause”), and all claims which Executive may, by written notice to could assert against the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that Company and the Bank shall have 30 days relating to cure Executive's employment or the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s 's employment in a form acceptable to the Company and the Bank within thirty (30) days following the termination of Executive's employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
and (ii2) In the event of termination With Good Reason, as described under Executive's compliance with Section 4(e)(i), and subject to the requirements of Section 4(e)(v)12, the Bank shall Company will pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, Executive an amount equal to the Executive’s Base Salary for the remaining term greater of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date the amount of termination; base salary remaining to be paid during the Term or (ii) the effective date amount Executive would be entitled to receive under the Bank's Severance Plan, in equal monthly installments over a period that is the greater of the rules remaining period of the Term or regulations prohibiting such benefits two (2) years after the termination of Executive's employment ("Severance Payments"). If Executive fails to comply with or subjecting violates the Bank terms of Section 12, Executive agrees that he forfeits the right to penaltiesretain the Severance Payments previously received and/or to receive any remaining Severance Payments that may be otherwise payable under this Section 10(b). The total amount of the Severance Payments under this Section 10(b) shall not exceed two (2) times the lesser of (i) the sum of Executive's annualized compensation based on Executive's annual salary in the year preceding the year in which Executive's employment is terminated (adjusted for any increase during that year that was expected to continue indefinitely if Executive's employment had not terminated) or (ii) the applicable dollar limit under Section 401(a)(17) of the Internal Revenue Code for the calendar year in which Executive's employment is terminated. The Severance Payments will be fully paid no later than the end of the second calendar year after the calendar year in which the termination of Executive's employment occurs (the "Final Payment Date"), and any payments scheduled to be paid after the Final Payment Date will be accelerated and paid on the Final Payment Date.
Appears in 2 contracts
Samples: Employment Agreement (Glacier Bancorp Inc), Employment Agreement (Glacier Bancorp Inc)
Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which the Company Parties shall have the right to do with or without Cause at any time during the Term) or Executive terminates Executive’s employment for Good Reason, the sole obligations of the Company Parties to Executive shall be (i) The Board may to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), (ii) to the extent not paid as of the Termination Date, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan with respect to the completed fiscal year immediately terminate preceding the fiscal year in which the Termination Date occurs, and (iii) subject to Executive providing the Company with the release and separation agreement described below, (A) to provide continuation of Executive’s employment at any time then current Base Salary for a reason other than Cause one (a termination “Without Cause”)1)-year period commencing with the Termination Date, and Executive may, by written notice to which amount shall be payable in substantially equal installments in accordance with the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”)normal payroll practices of the Company; provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the if Executive’s Base Salary exceeds the sum of (x) the amount under the separation pay exception under Treas. Reg. § 1.409A-1(b)(9)(iii) as in effect on the Termination Date (i.e., $660,000 for 2023) and (y) the amount that qualifies for the remaining “short-term deferral” exception under Section 409A of this Agreementthe Internal Revenue Code of 1986, payable as amended (the “Code”) as of the Termination Date, the amount equal to such excess shall be paid to Executive in a single lump sum within ten on the first payroll date following the date on which the release and separation agreement becomes effective, (10B) days to provide continuation of medical, dental and vision benefits by the Company for a one (1)-year period commencing on the Termination Date, with the employee portion of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in to be payable by Executive by reducing such amount from the manner contemplatedBase Salary payable to Executive under the preceding clause (A) (unless Executive otherwise elects), or it would subject the Bank and (C) to penalties, then the Bank shall pay to Executive a prorated annual cash lump sum payment reasonably estimated incentive under the Cash Plan for the year in which the Termination Date occurs, with such amount to be equal to the value product of (x) the amount determined by the Capri Board of Directors (or appropriate committee thereof) in respect of such benefits or performance period and (y) a fraction, the value numerator of which is the number of days in the current fiscal year through (and including) the Termination Date, and the denominator of which is the number of days in such fiscal year, which amount shall be paid on the date on which the Company otherwise pays annual cash incentives to senior executives of the remaining Company for such fiscal year (other than any portion of such annual cash incentive that was deferred, which portion shall instead be paid in accordance with the applicable deferral arrangement and any election thereunder). The Company Parties’ obligation to provide the payments and provide the benefits at referred to in the preceding clause (iii) shall be contingent upon (A) Executive having delivered to Capri a fully executed separation agreement and release of claims (that is not revoked within the time of period set forth in such determination. Such cash payment will be made on release) against the BankCompany Parties and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Capri’s first payroll date immediately following the 30th day after the later of: counsel, and (iB) Executive’s date continued compliance with Executive’s obligations under Section 0 of this Agreement. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason, (1) Executive’s sole remedy against the Company Parties shall be to receive the payments and benefits specified in this Section 5(b), and (2) if Executive does not execute or revokes the separation agreement and release described above, Executive shall have no remedy with respect to such termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board of Trustees may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Trustees, terminate this Agreement her employment at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Causeemployment Without Cause or With Good Reason, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had she remained employed with the Bank for the greater of: (A) 24 months; or (B) the remaining term of this Agreement (the “Benefit Period”). The payment shall be made to Executive within 30 days following Executive’s Base Salarydate of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its her termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. The continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for the greater of: (A) 12 months; or (B) the remaining term of this Agreement (the “Benefit Period”). Such payment shall be made to Executive within 30 days following Executive’s Base Salarydate of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s 's employment at any time for a reason other than Cause (a termination “"Without Cause”"), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “"Good Reason,” " as defined below (a termination “"With Good Reason”"); provided, however, that the Bank shall have 30 days to cure the “"Good Reason” " condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, 's employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s 's qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal provide to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) Executive any Accrued Obligations. In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s 's subsequent death, Executive’s 's beneficiary or estate, as the case may be, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value sum of such benefits Executive's Base Salary as of the date of termination, plus his average Annual Bonus paid during the term of this Agreement. The severance pay will be paid to the Executive in the Bank's payroll period following the effective date of the Release as described under Section 4(e)(v) of this Agreement. In the event the Executive is terminated by the Bank or the value Company without Cause, the Executive, or in the event of his subsequent death, Executive's beneficiary or estate, as the case may be, will receive an additional cash payment equal to the pro-rata portion of the remaining benefits Executive's Annual Bonus for the year in which the Executive's employment was terminated without Cause, the amount of which, if any, shall be determined by the Board at the time the Board customarily reviews the achievement by senior executives of such determinationtheir respective annual performance goals. Such cash The timing of the payment will of the pro-rata Annual Bonus, if any, shall be made on in accordance with the Bank’s 's established practice and subject to the execution of a Release as provided in paragraph (v) of this Section 4(e) .
(iii) In addition, the Bank shall pay to Executive the COBRA Payments on a monthly basis commencing with the first payroll month following Executive's date immediately of termination and continuing until the earlier of (A) the sixth (011) month following the 30th day after the later of: (i) Executive’s 's date of termination; or (iiB) such time that the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesExecutive first becomes eligible for health insurance coverage with another employer.
Appears in 1 contract
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/)
Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided. Notwithstanding the foregoing, howeverin the event of Executive’s notice of termination for Good Reason, that the Bank shall have 30 days a thirty (30) day period in which to cure the “event giving right to the Good Reason” conditionReason termination, but however, the Bank may waive its right to curesuch right. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In Subject to Subsection 6(f)(iv) of this Agreement, in the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executivewill, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) calendar days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, make a lump-sum cash payment to Executive equal to two (2) times Executive’s Base Salary and average bonus earned during the Executive three (3) years prior to the year in which the termination occurs. In addition, the Bank will cause to be continued life insurance and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially identical to the coverage maintained by the Bank for Executive prior to its employees his termination for the remaining term a period of this Agreementtwo (2) years, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules provided, however, that if earlier, such medical and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank dental coverage shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later ofcease: (i) on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or coverage for self and a spouse, in which case Executive’s date family or spouse shall continue to be covered for the remainder of termination; the two (2) year period, or (ii) the effective date Executive becomes entitled to substantially similar coverage to that provided by the Bank through another employer. If the Bank is unable to provide such coverage under group policies then in effect for employees of the rules or regulations prohibiting such benefits or subjecting Bank, the Bank hereby agrees to penaltiespay for such coverage for two years (or such lesser period as is necessary) through providers in the health care system then available in the State of New Jersey.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay or provide to Executive any Accrued Obligations. In addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the sum of Executive’s Base Salary, payable in a lump sum within ten (10) days Salary as of the Executivedate of termination, plus his average Annual Bonus paid during the term of this Agreement. The severance pay will be paid to the Executive in the Bank’s termination payroll period following the effective date of employment.
(iii) In the event of termination Without Cause, Release as described under Section 4(e)(i), and subject to 4(e)(v) of this Agreement. In the requirements of Section 4(e)(v)event the Executive is terminated by the Bank or the Company without Cause, the Bank shall pay Executive, or in the event of Executive’s his subsequent death, Executive’s beneficiary or estate, as severance paythe case may be, will receive an amount additional cash payment equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days pro-rata portion of the Executive’s termination Annual Bonus for the year in which the Executive’s employment was terminated without Cause, the amount of employmentwhich, and the Executive and his or her dependents if any, shall remain eligible to participate in the non-taxable medical and dental insurance programs offered be determined by the Bank to its employees for Board at the remaining term time the Board customarily reviews the achievement by senior executives of this Agreement, at no cost to the Executivetheir respective annual performance goals. If the Bank cannot provide one or more The timing of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits the pro-rata Annual Bonus, if any, shall be in accordance with the manner contemplatedBank’s established practice and subject to the execution of a Release as provided in paragraph (v) of this Section 4(e) .
(iii) In addition, or it would subject the Bank to penalties, then the Bank shall pay to Executive the COBRA Payments on a cash lump sum payment reasonably estimated to be equal to monthly basis commencing with the value first month following Executive’s date of such benefits or termination and continuing until the value earlier of (A) the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately sixth (6th) month following the 30th day after the later of: (i) Executive’s date of termination; or (iiB) such time that the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesExecutive first becomes eligible for health insurance coverage with another employer.
Appears in 1 contract
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/)
Termination Without Cause or With Good Reason. (i) a. The Board Company may immediately terminate Executive’s employment with the Company at any time for a reason other than with or without Cause (a termination as defined below) during the Term.
b. If Executive’s employment is terminated by the Company without Cause, or if Executive terminates her employment with Good Reason, the Company shall pay Executive, as severance, (x) the equivalent of twelve (12) months of Executive’s Base Salary and Executive’s portion of the premium to continue health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Without CauseCOBRA”), and Executive may, by written notice (y) if the termination date occurs subsequent to the Boardconclusion of the fiscal year but prior to the payment of the Annual Bonus to which the fiscal year relates, terminate this Agreement such Annual Bonus, as computed in accordance with Section 2.2 above, and (z) the Annual Bonus for the Bonus Period in which the termination occurs at any time within 90 days the Target level; all of which payments shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid as a continuation on the Company’s regular payroll, beginning no later than the first regularly-scheduled payroll date following an event constituting “Good Reason,” the sixtieth (60th) day after Executive’s Separation from Service (as defined below below), provided the Separation Agreement (a termination “With Good Reason”); provided, however, as discussed in Paragraph 6) has become effective and further provided that the Bank Bonus components under (y), if any, and (z) shall have 30 days to cure be paid in a lump sum on the “Good Reason” condition, but sixtieth day after Executive’s Separation from Service.
c. Any stock options held by Executive as of the Bank may waive its right to cure. Any Effective Date of the Agreement or hereinafter granted shall immediately vest upon a termination of Executive’s employment, other than termination for Cause, shall have no effect on employment without Cause or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programswith Good Reason, or compensation plans as a result of a Change in Control, subject to any other terms as provided in the Plan. Furthermore, all RSUs shall become unrestricted immediately upon termination without Cause or programs with Good Reason or Change in which Executive was a participantControl.
d. For purposes of this Agreement, “Cause” for termination will mean: (a) commission of any (i) felony or (ii) In crime involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the event duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company; (e) willful misconduct, gross negligence, or other material violation of a material Company policy or code of conduct that causes an adverse effect upon the Company; or (f) breach of any written agreement with the Company (including this Agreement). Prior to any termination With Good Reason, as described for Cause under Section 4(e)(isection (c), and subject to the requirements of Section 4(e)(v(e), or (f), the Bank Board shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within provide Executive by written notice with ten (10) calendar days to cure same, provided any such actions underlying Cause are determined by the Board to be curable. Any determination of Cause hereunder shall be made by the Executive’s termination of employment.
(iii) In Board in its good faith discretion, which shall only be made by the event of termination Without CauseBoard and, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)extent deemed practicable by the Board, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and after providing the Executive and his an opportunity to respond to any determination or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term allegation of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesCause.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may may, by providing a Notice of Termination (as defined in Section 6 hereof) to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Company shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Company may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankCompany’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Base Salary (at the rate in effect as of his date of termination) that Executive would have earned had he remained employed with the Company from his date of termination until, and including, the last day of the remaining term of this Agreement. Such payment shall be made to Executive within thirty (30) days following Executive’s Base Salary, payable in a lump sum within ten (10) days date of the Executive’s termination of employmenttermination.
(iii) In addition, the event of termination Without Cause, as described under Section 4(e)(i), Company will continue to provide to Executive life insurance coverage and subject non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the requirements coverage maintained by the Company for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of Section 4(e)(v), the Bank shall pay Executive, or in the event Company as of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to date of termination. Such continued coverage shall cease upon the Executive’s Base Salary for earlier of: (A) the completion of the remaining term of this Agreement, payable in with such period commencing on Executive’s date of termination or (B) the date on which Executive becomes a lump sum within ten (10full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Company. The period of continued health coverage required by Section 4980B(f) days of the Executive’s termination Internal Revenue Code of employment1986, and as amended (the Executive and his or her dependents “Code”), shall remain eligible to participate in run concurrently with the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executivecoverage period provided herein. If the Bank Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank Company to penalties, then the Bank Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will shall be made on the Bank’s first payroll date immediately following the 30th day in a lump sum within thirty (30) days after the later of: (i) of Executive’s date of termination; termination or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank Company to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Employer shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Employer may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankEmployer’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one three (3) times the Executive’s sum of (i) his Base Salary, payable in a lump sum within ten Salary and (10ii) days the average of the highest rate of bonus paid to Executive during three (3) of the five (5) years prior to termination, subject to applicable withholding taxes, plus (B) the value, as calculated by a recognized firm customarily performing such valuation, of any stock options which as of the date of termination have been granted to Executive’s termination , but are not exercisable by Executive and the value of employmentrestricted stock awards which have been granted to Executive, but in which Executive does not have a nonforfeitable or fully-vested interest as of the date of termination. Such payment shall be payable within thirty (30) calendar days following his termination.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Employer will continue to provide to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by Company or the Bank for Executive immediately prior to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determinationhis termination. Such cash payment will be made on life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the Bank’s first payroll date immediately following the 30th day after the later of: earlier of (i) Executive’s the date which is three (3) years from the date of termination; , or (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the effective date on which such coverage is made available to the Executive through subsequent employment. The Executive’s health care continuation rights available under COBRA shall commence following the termination of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiescoverage provided by this Section 6(f).
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Base Salary (at the rate in effect as of his date of termination) that Executive would have earned had he remained employed with the Bank from his date of termination until, and including, the last of the remaining term of this Agreement. Such payment shall be made to Executive within thirty (30) days following Executive’s Base Salary, payable in a lump sum within ten (10) days date of the Executive’s termination of employmenttermination.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in will continue to provide to Executive life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the event same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to date of termination. Such continued coverage shall cease upon the Executive’s Base Salary for earlier of: (A) the completion of the remaining term of this Agreement, payable in with such period commencing on Executive’s date of termination or (B) the date on which Executive becomes a lump sum within ten (10full-time employee of another employer, provided Executive is entitled to the benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) days of the Executive’s termination Internal Revenue Code of employment1986, and as amended (the Executive and his or her dependents “Code”), shall remain eligible to participate in run concurrently with the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executivecoverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will shall be made on the Bank’s first payroll date immediately following the 30th day in a lump sum within thirty (30) days after the later of: (i) of Executive’s date of termination; termination or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. If the Executive’s employment is terminated by NMG for any reason other than death, Inability to Perform, or Cause, or is terminated by the Executive for Good Reason, NMG shall pay to the Executive (i) The Board may immediately terminate the Compensation Payment, (ii) the Vacation Payment, and (iii) the Reimbursement. In addition, NMG will continue to pay to the Executive the Base Salary provided for in Paragraph 5(a) and the Target Bonus under Paragraph 5(b), at the level in effect as of the Employment Termination Date and at the time and in the manner such compensation would have been paid had the Executive’s employment at any not been terminated, for the greater of (A) the period of time for a reason other than Cause remaining after the Employment Termination Date and before the expiration of the Employment Term, but not to exceed three years, or (a termination B) one year (collectively, the “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good ReasonContinuing Payments”); provided, however, that NMG’s obligation to make the Bank Continuing Payments is limited as follows:
(i) if, in the reasonable judgment of NMG, the Executive engages in any conduct that violates Paragraph 8 or engages in any of the Restricted Activities described in Paragraph 9, NMG’s obligation to provide the Continuing Payments, if any such obligation remains, shall have end as of the date NMG so notifies the Executive in writing; provided, however, that NMG shall reinstate such payments if within 30 days of the date NMG so notifies the Executive in writing, the Executive provides information to cure NMG that NMG determines is sufficient to establish that the “Good Reason” condition, but Executive did not engage in any conduct that violated Paragraph 8 or engage in any of the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs Restricted Activities described in which Executive was a participant.Paragraph 9;
(ii) In if the event Executive is arrested or indicted for any felony, other serious criminal offense, or any violation of termination With Good Reasonfederal or state securities laws, as described or has any civil enforcement action brought against him by any regulatory agency, for actions or omissions related to his employment with NMG or any of its Affiliates, or if NMG reasonably believes that the Executive has committed any act or omission, either during his employment under Section 4(e)(ithis Agreement or if related to such employment thereafter, that during his employment would have entitled NMG to terminate his employment for Cause under provisions (i), and subject to the requirements of Section 4(e)(v(ii), the Bank shall pay Executive(iv), or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10vi) days of the Executive’s termination definition of employment.
(iii) In the event of termination Without Cause, then NMG may suspend any remaining Continuing Payments under this Paragraph 7(e) until the final resolution of such criminal or civil proceedings or until the Board has made a final determination as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and whether the Executive and his committed such an act or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executiveomission. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer found guilty or enters into a plea agreement, consent decree or similar arrangement with respect to any such criminal or civil proceedings, or if the Board makes a finding that the Executive has committed such an employeeact or omission, applicable rules (1) NMG’s obligation to provide the Continuing Payments shall immediately end, and regulations prohibit (2) the Executive shall repay to NMG, within 30 days after a written request by NMG, any Continuing Payments paid to him. If any such benefits criminal or civil proceedings do not result in a finding of guilt or the payment entry of such benefits in the manner contemplateda plea agreement or consent decree or similar arrangement, or it would subject if the Bank to penaltiesBoard makes a finding that the Executive has not committed such an act or omission, then the Bank NMG shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value Executive any Continuing Payments that it has suspended, with interest on such suspended Continuing Payments at its cost of such benefits or the value of the funds, and shall make any remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesContinuing Payments due under this Paragraph 7(e).
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) i. The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) . In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay or provide to Executive any Accrued Obligations. In addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary beneficiary, or estate, as the case may be, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a cash lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount payment equal to the sum of: (i) 100% of Executive’s Base Salary for the remaining term as of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and (ii) the average of the three (3) most recent Annual Bonuses paid to the Executive and prior to his or her dependents shall remain eligible to participate termination date. Executive’s severance will be paid in the non-taxable medical and dental insurance programs offered by Bank’s first regular payroll following the Bank to its employees for effective date of the remaining term Release as described under Section 4(e)(v) of this Agreement.
iii. In addition, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay to Executive the COBRA Payments on a cash lump sum payment reasonably estimated to be equal to monthly basis commencing with the value first month following Executive’s date of such benefits or termination and continuing until the value earlier of (A) the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately twelfth (12th) month following the 30th day after the later of: (i) Executive’s date of termination; or (iiB) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiestime that Executive first becomes eligible for health insurance coverage with another employer.
Appears in 1 contract
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall will continue to pay Executive, or Executive her Base Salary at the rate in the event of effect at Executive’s subsequent death, date of termination for the greater of: (i) 12 months or (ii) the remaining term of this Agreement. Such continued payments will commence on the Bank’s first payroll date immediately following the 30th day after Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, date of termination and be payable in a lump sum within ten (10) days of accordance with the ExecutiveBank’s termination of employmentregular payroll practices.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its her termination under the same cost-sharing arrangements that apply for active employees for of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the remaining term of this AgreementAgreement or (B) the date on which Executive becomes a full-time employee of another employer, at no cost provided Executive is entitled to benefits with such other employer that are substantially similar to the Executivehealth and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. Notwithstanding the foregoing, if such cash payment would violate the requirements of Treasury Regulation Section 1.409A-3(j), the Executive’s cash payment in lieu of the continued health insurance or welfare benefits as required by this Agreement shall be payable at the same time the related premium payments would have been paid by the Bank and will be payable for the duration of the applicable coverage period.
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Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good ReasonReason or, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, each as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the sum of: (a) the Executive’s Base Salary for the remaining term unexpired Term of this the Agreement, plus (b) annual cash bonuses for each year (prorated in the event of a partial year) remaining under the unexpired Term of the Agreement. For purposes of determining the bonus(es) payable under this Section 4(e)(ii), the amount of the annual cash bonus shall be equal to the greater of the (i) average cash incentive earned in the prior three (3) calendar years, or (ii) the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for the Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all performance-related conditions. The sum due under this Section 4(e)(ii) shall be payable in a lump sum within ten (10) days of the Executive’s termination of employment. In addition, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term Term of this the Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Samples: Three Year Employment Agreement (Berkshire Hills Bancorp Inc)
Termination Without Cause or With Good Reason. (i) a. The Board Company may immediately terminate Executive’s employment with the Company at any time for a reason other than with or without Cause (a termination as defined below) during the Term.
b. If Executive’s employment is terminated by the Company without Cause, or if Executive terminates her employment with Good Reason and complies with the Notice Period requirements set forth in Section 4.1 above, the Company shall pay Executive, as severance, (x) the equivalent of six (6) months of Executive’s Base Salary and Executive’s portion of the premium to continue health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“Without CauseCOBRA”), and Executive may, by written notice (y) if the termination date occurs subsequent to the Boardconclusion of the fiscal year but prior to the payment of the Annual Bonus to which the fiscal year relates, terminate this Agreement such Annual Bonus, as computed in accordance with Section 2.2 above, and (z) the Annual Bonus for the Bonus Period in which the termination occurs at any time within 90 days the Target level; all of which payments shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid as a continuation on the Company’s regular payroll, beginning no later than the first regularly-scheduled payroll date following an event constituting “Good Reason,” the sixtieth (60th) day after Executive’s Separation from Service (as defined below below), provided the Separation Agreement (a termination “With Good Reason”); provided, however, as discussed in Section 5) has become effective and further provided that the Bank Bonus components under (y), if any, and (z) shall have 30 days to cure be paid in a lump sum on the “Good Reason” condition, but sixtieth day after Executive’s Separation from Service.
c. Any stock options held by Executive as of the Bank may waive its right to cure. Any Effective Date of the Agreement or hereinafter granted shall immediately vest upon a termination of Executive’s employment, other than termination for Cause, shall have no effect on employment without Cause or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programswith Good Reason, or compensation plans as a result of a Change in Control, subject to any other terms as provided in the Plan. Furthermore, all RSUs shall become unrestricted immediately upon termination without Cause or programs with Good Reason or Change in which Executive was a participantControl.
d. For purposes of this Agreement, “Cause” for termination will mean: (a) commission of any (i) felony or (ii) In crime involving fraud, dishonesty or moral turpitude (whether or not a felony); (b) any action by Executive involving fraud, breach of the event duty of loyalty, malfeasance, willful misconduct, or negligence, (c) the failure or refusal by Executive to perform any material duties hereunder or to follow any lawful and reasonable direction of the Company; (d) intentional damage to any property of the Company; (e) willful misconduct, gross negligence, or other material violation of a material Company policy or code of conduct that causes an adverse effect upon the Company; or (f) breach of any written agreement with the Company (including this Agreement). Prior to any termination With Good Reason, as described for Cause under Section 4(e)(isection (c), and subject to the requirements of Section 4(e)(v(e), or (f), the Bank Board shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within provide Executive by written notice with ten (10) calendar days to cure same, provided any such actions underlying Cause are determined by the Board to be curable. Any determination of Cause hereunder shall be made by the Executive’s termination of employment.
(iii) In Board in its good faith discretion, which shall only be made by the event of termination Without CauseBoard and, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)extent deemed practicable by the Board, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and after providing the Executive and his an opportunity to respond to any determination or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term allegation of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesCause.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may Board(s) may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard(s), terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Employer shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Employer may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankEmployer’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to during the requirements first year of Section 4(e)(vthis Agreement (disregarding renewals hereof), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount pay a cash lump sum payment equal to one three (3) times the sum of (i) his Base Salary and (ii) any bonus paid to Executive, subject to applicable withholding taxes. Following the first year of this Agreement, in the event of termination under this Section 6(f) the severance payable to Executive hereunder shall be two (rather than three) times the sum of Executive’s (i) Base Salary, payable in a lump sum within ten Salary and (10ii) days the average of the highest rate of bonus paid by the Employer to Executive during the three years (or such lesser years as Executive has been employed by the Employer) of the five (5) years prior (or such lesser years as Executive has been employed by the Employer) prior to Executive’s termination of employmenttermination, subject to applicable withholding. Such payment shall be payable within thirty (30) calendar days following his termination.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Employer will continue to provide to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank Employer for Executive immediately prior to its employees for his termination. Such life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the remaining term earlier of (i) the date which is three (3) years from the date of termination (two (2) years if such termination occurs after the initial year of this Agreement), at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date on which such coverage is made available to the Executive through subsequent employment. The Executive’s health care continuation rights available under COBRA shall commence following the termination of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiescoverage provided by this Section 6(f).
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Employer shall have 30 days to cure the “Good Reason” condition, but the Bank Employer may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the BankEmployer’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall Employer will continue to pay Executive, or Executive his Base Salary at the rate in the event of effect at Executive’s subsequent death, date of termination for the greater of: (i) 12 months or (ii) the remaining term of this Agreement. Such continued payments will commence on the Employer’s first payroll date immediately following the 30th day after Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, date of termination and be payable in a lump sum within ten (10) days of accordance with the ExecutiveEmployer’s termination of employmentregular payroll practices.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal Employer will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank Employer for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for of the Employer as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the remaining term of this AgreementAgreement or (B) the date on which Executive becomes a full-time employee of another employer, at no cost provided Executive is entitled to benefits with such other employer that are substantially similar to the Executivehealth and welfare benefits provided by the Employer. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank Employer cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank Employer to penalties, then the Bank Employer shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the BankEmployer’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank Employer to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board of Trustees may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Trustees, terminate this Agreement his employment at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Causeemployment Without Cause or With Good Reason, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
aparticipant. (ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estatecase may be, as severance pay, an amount a cash lump sum payment equal to the Executive’s amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for the greater of: (A) 24 months; or (B) the remaining term of this Agreement, payable in a lump sum Agreement (the “Benefit Period”). The payment shall be made to Executive within ten (10) 30 days of the following Executive’s termination date of employmenttermination, and will be subject to applicablewithholding taxes. (iii) In addition, the Bank will continue to provide to Executive life insurance coverage and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms andconditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. The continued coverage shall cease upon the earlier of: (A) the completion of the Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules Internal Revenue Code of 1986, as amended (the “Code”), shall runconcurrently with the coverage period provided herein. (iv) “Good Reason” exists if, without Executive’s express written consent, any of the following occur: (A) a material reduction in Executive’s Base Salary or regulations prohibiting such benefits provided in this Agreement (other than a reduction or subjecting elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to penaltiesall participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary tocomply with applicable law)); (B) a material reduction in Executive’s authority, duties orresponsibilities from the position and attributes associated with the Executive Position; (C) a relocation of Executive’s principal place of employment by more than 25 miles from the Bank’s main office location as of the dateof this Agreement; or (D) a material breach of this Agreement by the Bank.
Appears in 1 contract
Samples: Employment Agreement
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s employment as Executive Vice Chairman at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 the ninety (90) day period following the initial occurrence of an event that constitutes Good Reason, provide the Board of Directors of the Company with a written notice of termination specifying the event of Good Reason and notifying the Company and the Bank of his intention to terminate his employment with the Company and the Bank upon the Company’s and the Bank’s failure to correct the event of Good Reason within thirty (30) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that receipt of the Executive’s notice of termination. If the Company and the Bank shall have 30 days fails to cure correct the “event of Good Reason” conditionReason and provide the Executive with notice of such correction within such thirty (30) day period, but the Executive’s employment with the Company and the Bank may waive its right and this Agreement shall terminate as of the end of such period and the Executive shall be entitled to curebenefits provided under Section 5(e)(ii) below. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s Employers’ qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantparticipant as of the date of termination, unless the terms of any particular plan or program expressly provide otherwise.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i5(e), and subject to the requirements of Section 4(e)(v), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be:
(1) his earned but unpaid Base Salary through the date of termination, to be paid no later than the date on which such Base Salary would ordinarily have been paid,
(2) the annual bonus (if any) to which he is entitled under any cash-based annual bonus or performance compensation plan in effect for the year in which his termination occurs, to be paid at the same time and on the same terms and conditions (including but not limited to achievement of performance goals) applicable under the relevant plan,
(3) the benefits (if any) due to Executive as a former employee other than pursuant to this Agreement under the Company’s or the Bank’s compensation and benefit plans (the items described in Sections 5(e)(ii)(1) through (3) shall be referred to as the “Standard Termination Entitlements”), and
(4) as severance paypay or liquidated damages, an or both, a lump sum cash amount equal to one times the year of Executive’s Base SalarySalary and one year of Executive’s Bonus based on a target bonus opportunity, payable in each case, for the year of termination. The payments set forth under this Section 5(e)(ii)(4) shall be referred to as the “Additional Severance Payments.” The Additional Severance Payments shall be paid in a lump sum within ten (10) business days following the date of the Executive’s termination of employmentemployment unless required to be delayed to the first day of the seventh month following the executive’s date of termination of employment pursuant to Section 21 of this Agreement.
(iii) In Upon the event occurrence of a termination Without CauseCause or for Good Reason, the Company or the Bank will cause to be continued life, medical, dental and disability coverage substantially comparable, as described under Section 4(e)(i)reasonably or customarily available, and subject to the requirements of Section 4(e)(v), coverage maintained by the Company and the Bank shall pay Executivefor Executive prior to his termination, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal except to the Executive’s Base Salary for extent such coverage may be changed in its application to all Bank and Company employees. Such coverage shall cease at the remaining term of this Agreement, payable in a lump sum within ten (10) days end of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) the remaining Term; or (ii) twelve (12) months following Executive’s date of termination. To the extent the Company or the Bank determines in good faith that it is not practicable (i) to provide in-kind coverage for benefits that qualify for Consolidated Omnibus Budget Reconciliation Act (“COBRA”) coverage, and/or (ii) to include Executive in its group insurance plans after the date of termination, it shall provide Executive a lump sum payment equal to the cost to the Executive of the COBRA benefits, and as to the benefits provided under the other group insurance plans it shall provide the Executive a lump sum payment equal to the greater of: (x) the reasonably estimated monthly cost (to the Company or the Bank) of including the Executive in the group life insurance and disability insurance programs or arrangements maintained by the Bank and in which he was participating as of the date of termination, based on the costs immediately prior to Executive’s termination; or (iiy) the effective date $1,500.00 a month. Each payment shall be an after-tax amount determined using an assumed aggregate tax rate of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties40%.
Appears in 1 contract
Samples: Executive Vice Chairman Agreement (Provident Financial Services Inc)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s employment as Executive Chairman at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days the ninety (90) day period following the initial occurrence of an event constituting “that constitutes Good Reason,” as defined below (, provide the Board of Directors of the Company with a written notice of termination “With specifying the event of Good Reason”); provided, however, that Reason and notifying the Company and the Bank shall have 30 days of his intention to cure terminate his employment with the “Good Reason” condition, but Company and the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.upon the
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i5(e), and subject to the requirements of Section 4(e)(v), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be:
(1) his earned but unpaid Base Salary through the date of termination, to be paid no later than the date on which such Base Salary would ordinarily have been paid,
(2) the annual bonus (if any) to which he is entitled under any cash-based annual bonus or performance compensation plan in effect for the year in which his termination occurs, to be paid at the same time and on the same terms and conditions (including but not limited to achievement of performance goals) applicable under the relevant plan,
(3) the benefits (if any) due to Executive as a former employee other than pursuant to this Agreement under the Company’s or the Bank’s compensation and benefit plans (the items described in Sections 5(e)(ii)(1) through (3) shall be referred to as the “Standard Termination Entitlements”), and
(4) as severance paypay or liquidated damages, an amount equal to one times the Executive’s Base Salaryor both, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an cash amount equal to the Executive’s Base Salary due for the remaining term Term. The payments set forth under this Section 5(e)(ii)(4) shall be referred to as the “Additional Severance Payments.” (iii) Upon the occurrence of this Agreementa termination Without Cause or for Good Reason, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his Company or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated will cause to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.continued life, medical, dental and disability coverage substantially comparable, as reasonably or
Appears in 1 contract
Samples: Executive Chairman Agreement (Provident Financial Services Inc)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time within 90 days (not to exceed, except in the case of a continuing breach, four calendar months) following an event constituting “Good Reason,” , as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to curein sub-section 5(f)(v) below. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s Employers’ qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing, incentive compensation plans or equity plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantparticipant as of the Date of Termination, unless the terms of any particular plan or program expressly provide otherwise.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i5(f), and subject to the requirements of Section 4(e)(v), the Bank Employer shall pay Executive:
(1) any Standard Termination Entitlements; and
(2) as severance pay or liquidated damages, or both, a cash lump sum payment equal to the Base Salary and bonuses due for longer of: (i) the remaining Term; or (ii) twelve (12) months following Executive’s Date of Termination. For these purposes, the “bonuses due for the remaining term of the Agreement” shall be determined as the greater of one-twelfth of: (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to Executive’s Date of Termination, or (y) the cash bonus paid to Executive with respect to the last fiscal year ended prior to Executive’s Date of Termination, multiplied by the number of full calendar months in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days longer of the Executive’s termination of employmenttwo periods set forth immediately above in this sub-section.
(iii) In Upon the event occurrence of a termination Without CauseCause or for Good Reason, the Company or the Bank will cause to be continued life, medical, dental and disability coverage substantially comparable, as described under Section 4(e)(i)reasonably or customarily available, and subject to the requirements of Section 4(e)(v), coverage maintained by the Company and the Bank shall pay Executivefor Executive prior to his Date of Termination, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal except to the Executive’s Base Salary for extent such coverage may be changed in its application to all Bank and Company employees. Such coverage shall cease at the remaining term of this Agreement, payable in a lump sum within ten (10) days end of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of terminationthe remaining Term; or (ii) twelve (12) months following Executive’s Date of Termination. To the effective date extent the Company or the Bank determines in good faith it is not practicable to provide in-kind coverage, it shall pay directly to the insurance carrier the premium, or reimburse Executive for his direct out-of-pocket cost, for comparable coverage obtained by Executive on his own. Each such reimbursement payment shall be made promptly on submission of an itemized account of Executive’s reimbursable expense in such form as the Bank or the Company may reasonably require and in any event not later than the last day of the rules or regulations prohibiting such benefits or subjecting calendar year following the calendar year in which the expense was incurred. Each reimbursement payment shall include an additional amount calculated by the Bank or the Company in its reasonable discretion to penaltiesreflect the aggregate amount of federal, state and local income and payroll taxes incurred by Executive with respect to the reimbursement payment.
Appears in 1 contract
Samples: Employment Agreement (Provident Financial Services Inc)
Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “"Without Cause”"), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “"Good Reason,” " as defined below (a termination “"With Good Reason”"); provided, however, that the Bank shall have 30 thirty (30) days to cure the “"Good Reason” " condition, but the Bank may waive its right to cure. Any termination of Executive’s 's employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s 's qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount Executive will receive a cash lump sum payment equal to one three (3) times the Executive’s sum of (i) his Base Salary, payable in a lump sum Salary and (ii) average rate of bonus paid during the three years prior to his termination of employment. Such severance payment shall be paid within ten thirty (1030) days of the following Executive’s 's termination of employment.
(iii) In addition, the event Bank will reimburse Executive for a period of termination Without Causethree (3) years at no cost to Executive, as described under Section 4(e)(i)for life insurance coverage substantially comparable to the coverage maintained by the Bank for Executive prior to his termination, and with respect to the group term life insurance coverage provided to Executive, subject to all of the requirements provisions of Section 4(e)(v)the group term life insurance policy provided by OmniAmerican Bank to its employees as of the date of termination. Notwithstanding the foregoing, with respect to the individually-owned life insurance policy for which the Bank co-pays the premium for Executive, the Bank shall only be obligated to continue to make such payments for such three year period in accordance with the same co-pay arrangement as in effect immediately prior to Executive's termination of employment. In addition, or Executive shall have the right to purchase such continued health care coverage for himself and his family as is customarily available to employees of the Bank under COBRA and Texas health care continuation laws for the maximum period permitted by law and the Bank shall reimburse the Executive for the premiums paid by Executive no less frequently than quarterly and within 15 days following the end of a quarter, such that premiums paid in the event first quarter of Executive’s subsequent deatha calendar year shall be reimbursed by April 15, Executive’s beneficiary or estatepremiums paid in the second quarter shall be reimbursed by July 15, as severance pay, an amount equal to etc. Following the Executive’s Base Salary end of the applicable COBRA and Texas health care continuation periods and for the remaining term of this Agreement, payable in a lump sum within ten (10) days remainder of the three year period following Executive’s 's termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive reimburse Executive, on a cash lump sum payment reasonably estimated to be equal to quarterly basis by no later than the value 15th day following the end of such benefits or quarter, the value cost of purchasing individual coverage for himself and his family, up to $5,000 per month. In the remaining benefits at the time event Executive obtains employment elsewhere and is eligible for and is offered health care coverage as an employee of such determination. Such cash payment will be made on new employer, the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank 's obligation to penaltiesprovide health care coverage hereunder shall cease.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall will continue to pay Executive, or Executive his Base Salary at the rate in the event of effect at Executive’s subsequent death, date of termination for the greater of: (i) 12 months or (ii) the remaining term of this Agreement. Such continued payments will commence on the Bank’s first payroll date immediately following the 30th day after Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, date of termination and be payable in a lump sum within ten (10) days of accordance with the ExecutiveBank’s termination of employmentregular payroll practices.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for of the Bank as of Executive’s date of termination. Such continued coverage shall cease upon the earlier of: (A) the completion of the remaining term of this AgreementAgreement or (B) the date on which Executive becomes a full-time employee of another employer, at no cost provided Executive is entitled to benefits with such other employer that are substantially similar to the Executivehealth and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties. Notwithstanding the foregoing, if such cash payment would violate the requirements of Treasury Regulation Section 1.409A-3(j), the Executive’s cash payment in lieu of the continued health insurance or welfare benefits as required by this Agreement shall be payable at the same time the related premium payments would have been paid by the Bank and will be payable for the duration of the applicable coverage period.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good ReasonReason or, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, each as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the sum of: (a) the Executive’s Base Salary Salary, and (b) the greater of the (i) average cash incentive earned in the prior two (2) calendar years, or (ii) the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for the Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all performance-related conditions, which the Executive would have earned during the remaining term Term of this the Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment. In addition, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term Term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Samples: Three Year Employment Agreement (Berkshire Hills Bancorp Inc)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(iii) In the event of termination With Good ReasonReason or, in the event of termination Without Cause, each as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.as
(iiiii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the sum of: (a) the Executive’s Base Salary Salary, and (b) the greater of the (i) average cash incentive earned in the prior three (3) calendar years (or such lesser number of calendar years that the Executive was employed with the Employers), or (ii) the cash incentive that would be paid or payable to the Executive receiving the annual incentive at target for the Bank’s fiscal year in which the date of termination occurs (or for the prior fiscal year if the incentive opportunity has not yet been determined), as if the Executive and the Bank were to satisfy all performance-related conditions, which the Executive would have earned during the remaining term Term of this the Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment. In addition, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term Term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Samples: Three Year Employment Agreement (Berkshire Hills Bancorp Inc)
Termination Without Cause or With Good Reason. (i) The Board Company may immediately terminate this Agreement and Executive’s employment 's employment, without Cause, at any time for a reason other than Cause upon fourteen (a termination “Without Cause”), and Executive may, by 14) days' prior written notice to the Board(at which time this Agreement shall terminate except for Section 8, which shall continue in effect as set forth in Section 8). Executive may terminate this Agreement at any time within 90 days following an event constituting “and his Employment for "Good Reason,” " in the event: (a) he is demoted from his position set forth in Section 1, (b) he is required to relocate from the New York, New York area, or (c) the Company experiences a Change in Control as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to curebelow. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of such termination With by Company without Cause, as defined below, or by Executive for Good Reason, Executive shall be entitled to receive as described under Section 4(e)(i), and subject to the requirements severance: (a) a cash payment of Section 4(e)(v), the Bank shall pay Executive, or three times Base Salary then in the event effect plus three times an imputed bonus of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s 30% of Base Salary, payable (b) immediate vesting of all options with one year to exercise those options, (c) immediate vesting of all restricted stock awards, and (d) continuation in a Company's medical plans for three years. Such Severance shall be paid in one lump sum within ten as soon as practicable. In addition, this Agreement shall terminate upon the death or disability of Executive, except as to: (10a) days Executive's estate's or legal representative's right to exercise any unexercised stock options pursuant to Company's stock option plan then in effect, (b) all 500,000 shares of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described common stock awarded under Section 4(e)(i)3(d) above shall be awarded if those shares have not already been awarded, and subject to the requirements of Section 4(e)(v), the Bank shall pay (c) any rights which Executive, 's estate or in the event of Executive’s subsequent death, Executive’s beneficiary dependents may have under COBRA or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term any other federal or state law or which are derived independent of this Agreement, payable Agreement by reason of his participation in a lump sum within ten (10) days of the Executive’s termination of employment, and the any employee benefit arrangement or plan maintained by Company. Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated be deemed to be equal disabled when he becomes entitled to the value of such receive disability benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesunder Company's Long-Term Disability Plan.
Appears in 1 contract
Samples: Employment Agreement (Saks Inc)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s 's employment at any time for a reason other than Cause (a termination “"Without Cause”"), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “"Good Reason,” " as defined below (a termination “"With Good Reason”"); provided, however, that the Bank shall have 30 days to cure the “"Good Reason” " condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, 's employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s 's qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s 's subsequent death, Executive’s 's beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for the greater of: (A) 12 months; or (B) the remaining term of this Agreement (the "Benefit Period"). Such payment shall be made to Executive within 30 days following Executive’s Base Salary's date of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment Executive's date of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determinationtermination. Such cash payment will be made on continued coverage shall cease upon the Bank’s first payroll date immediately following the 30th day after the later earlier of: (iA) Executive’s date the completion of terminationthe Benefit Period; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties"Code"), shall run concurrently with the coverage period provided herein.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board Company may immediately terminate the Executive’s employment employment, without Cause, at any time for a reason upon fourteen days’ prior written notice. In the event of such termination the Company and the Executive will have no further obligation pursuant to this Agreement from and after the effective date of such termination other than Cause (a termination “Without Cause”), pursuant to this section 4 and sections 8 and section 9 of this Agreement. The Executive may, by written notice to the Board, may terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that and the Bank shall have 30 days to cure the Executive’s Employment for “Good Reason” conditionif the Executive is required by the Company to relocate from the New York, but New York area or the Bank may waive its right to cureCompany materially breaches this Agreement. Any termination of If the Company terminates Executive’s employment, other than termination employment without Cause or the Executive terminates the Executive’s employment for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject the Executive will be entitled to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, receive as severance pay, an amount equal to one times (a) eighteen months of Phase I Base Salary, if the termination occurs during Phase I, or (b) eighteen months of Phase II Base Salary (at the rate in effect at the time of termination), if the termination occurs during Phase II. The Company will pay the severance in equal monthly installments on the first business day of each month, with the first installment to be paid on the first business day of the month immediately following termination of the Executive’s Base Salaryemployment. The Company’s obligation to pay the Executive severance pursuant to this section 4 will not be subject to termination or reduction if the Executive becomes employed by a third party after the date of the termination of the Executive’s employment pursuant to this Agreement unless the such third-party employment violates section 8 of this Agreement. If a Change in Control (as defined in the 1997 Plan) occurs, payable the Executive will be entitled to receive the total amount of the remaining unpaid severance in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules Change in Control. Neither non-renewal of this Agreement nor termination of the Executive’s employment pursuant to this Agreement in accordance with section 1(c)(ii) will constitute termination without Cause for purposes of this section 4. Termination of Executive’s employment pursuant to this Agreement in accordance with section 1(c)(iv) of this Agreement will not constitute termination without Cause for purposes of this section 4 unless within ten business days following such termination the Executive delivers to the Company a written opinion of the law firm of Patterson, Belknap, Xxxx & Xxxxx LLP or regulations prohibiting other reputable law firm of national standing that the proposed Phase I employment position for the Executive with respect to which the Company and the Executive cannot agree in accordance with section 1(c)(iv) of this Agreement would violate the Confidentiality Document, if it were binding and enforceable against the Executive or were applicable to such benefits or subjecting the Bank to penaltiesproposed Phase I employment position.
Appears in 1 contract
Samples: Employment Agreement (Saks Inc)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s her employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Executive’s Base SalarySalary (at the rate in effect as of her date of termination) that Executive would have earned had she remained employed with the Bank from her date of termination until, payable in a lump sum and including, the last day of the remaining term of this Agreement. Such payment shall be made to Executive within ten (10) days following Executive’s date of termination, or if later, following the seventh (7th) day after Executive’s execution of the Executive’s termination of employmentRelease required under Section 4(e)(v) hereof.
(iii) In the event of termination Without Causeaddition, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value additional life insurance coverage and non-taxable medical and dental insurance coverage maintained by the Bank for Executive immediately prior to her date of termination for a period equal to the number of months existing in the remaining benefits at the time term of such determinationthis Agreement. Such cash payment will shall be made in a lump sum on the Bank’s first payroll same date immediately following as the 30th day after the later of: payment under Section 4(e)(ii) above.
(iiv) “Good Reason” exists if, without Executive’s date express written consent, any of termination; or the following occurs:
(iiA) the effective date failure of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesappoint or re-elect Executive to the Executive Position;
(B) a material reduction in Executive’s Base Salary or benefits provided in this Agreement (other than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law));
(C) a change in Executive’s Executive Position to be one of lesser authority or a material reduction in Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;
(D) a relocation of Executive’s principal place of employment by more than twenty-five (25) miles from Executive’s principal place of employment as of the initial Effective Date of this Agreement; or
(E) a material breach of this Agreement by the Bank.
(v) Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4(e) unless and until Executive executes a release of her claims (“Release”), satisfactory in form to the Bank and the Company, against the Bank, the Company and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the Release shall be provided to Executive no later than the date of her Separation from Service and Executive shall have no fewer than twenty-one (21) days to consider the Release, and following Executive’s execution of the Release, Executive shall have seven (7) days to revoke said Release.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time (including following a Change in Control), for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time (including after a Change in Control) within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice to the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantparticipant as of the date of termination, unless the terms of any particular plan or program expressly provide otherwise.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one two (2) times the Executive’s highest Base SalarySalary and highest bonus in the preceding two (2) years of employment with the Bank, subject to applicable withholding taxes. Such payment shall be payable in a lump sum within ten thirty (1030) calendar days of his termination. In addition, Executive shall be entitled to all unpaid retention bonuses set forth above in Section 4(b) as if Executive had continued in employment until the Executive’s payment date. Such payments shall be made on the date that such retention bonuses would have been made under Section 4(b). Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 6 unless and until Executive executes a release of his claims against the Bank, the Company and their affiliates, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship other than claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of employmentthis Agreement.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will cause to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, be continued life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially identical to the coverage maintained by the Bank for Executive prior to its employees for his termination; provided, however, such non-taxable medical and dental insurance coverage shall cease upon the remaining term earlier of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s two (2) years from the date of termination; termination or (ii) the effective date Executive becomes eligible for Medicare coverage; provided further that if Executive is covered by family coverage or coverage for self and a spouse, then Executive’s family or spouse shall continue to be covered for the remainder of the rules two (2) year period, or regulations prohibiting such benefits in the case of the spouse, until the spouse becomes eligible for Medicare coverage or subjecting the Bank to penaltiesobtains healthcare coverage elsewhere, whichever period is less.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i)) of this Agreement, the Bank shall pay or provide to Executive any Accrued Obligations and subject pro-rate any Annual Bonus accrued but unpaid based on Executive’s period of employment through his separation from service. In addition, any Cash Retention Bonus, Cash Retention Enhancement Bonus or RSU Retention Bonus not earned as of the Executive’s separation from service will be treated in accordance with Sections 3(i) and (j) of this Agreement. In addition, any unvested RSUs granted under the LTIP will be treated in accordance with Section 3(c) of this Agreement, unless the Committee, in its sole discretion, elects to provide Executive with a cash payment in lieu of the issuance of Company common stock equal to the requirements present value of Section 4(e)(v)the unvested RSUs as of the date of Executive’s death. In addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estatecase may be, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value sum of such benefits or the value Executive’s Base Salary as of the remaining benefits at date of termination, plus the time average of such determinationthe three most recent Annual Bonuses paid to Executive period to the termination date. Such cash payment The severance pay will be made on paid to the Executive in the Bank’s first regular payroll date immediately period following the 30th day after effective date of the later of: general release of claims as described under Section 4(e)(iv) of this Agreement. The Bank shall also pay to Executive the COBRA Payments on a monthly basis commencing with the first month following Executive’s date of termination and continuing until the earlier of (iA) the twelfth (12th) month following Executive’s date of termination; or (iiB) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiestime that Executive first becomes eligible for health insurance coverage with another employer.
Appears in 1 contract
Samples: Employment Agreement (Orange County Bancorp, Inc. /DE/)
Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company without Cause (which the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates his employment for Good Reason, the sole obligations of the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), and (ii) subject to Executive providing the Company with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a one (1) year period commencing with the Termination Date, which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment period. Executive agrees to promptly notify the Company upon his obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding his compensation thereunder. The Board may immediately terminate Company’s obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to the Company’s counsel, and (B) Executive’s continued compliance with his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment at any time without Cause or Executive terminates his employment for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below , (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of 1) Executive’s employmentsole remedy shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, other than termination for Cause, Executive shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantremedy with respect to such termination.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate Executive’s employment and this Agreement at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Directors, terminate his employment and this Agreement at any time within 90 60 calendar days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 calendar days to cure the “Good Reason” condition, but the Bank Board of Directors may waive its right to cure. Any termination of Executive’s employment, other than termination for Causeemployment and this Agreement Without Cause or With Good Reason, shall have no effect on or prejudice the vested earned and accrued rights of Executive under the Bank’s qualified or non-qualified retirement retirement, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the amount of Base Salary that would have been earned by Executive had he remained employed with the Bank for 12 months. The payment shall be made to Executive within 60 calendar days following Executive’s Base Salary, payable in a lump sum within ten (10) days date of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In addition, if the event of termination Without Cause, as described under Section 4(e)(i), and subject Executive chooses to the requirements of Section 4(e)(v)continue health insurance coverage pursuant to COBRA, the Bank shall will pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten one hundred percent (10100%) days of the Executive’s termination of employment, and the Executive and premiums for his or her dependents shall remain eligible to participate in the non-taxable medical and dental group health insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made period expiring on the Bank’s first payroll date immediately following the 30th day after the later of: earlier of (i) Executive’s 12 months from the date of termination; termination or (ii) the effective date on which he receives substantially comparable coverage and benefits under the health insurance plan of a subsequent employer. If Executive elects continuing coverage pursuant to COBRA beyond 12 months from the date of termination, the rules or regulations prohibiting such benefits or subjecting Executive will be responsible for paying the Bank to penaltiespremiums and any other costs associated with this coverage. The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the “Code”), shall run concurrently with the coverage period provided herein.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any by resignation upon not less than thirty (30) days prior written notice given within a reasonable period of time within 90 days (not to exceed, except in the case of a continuing breach, four calendar months) following an event constituting “Good Reason,” , as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to curein sub-section 5(f)(v) below. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s Employers’ qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participantparticipant as of the date of termination, unless the terms of any particular plan or program expressly provide otherwise.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i5(f), and subject to the requirements of Section 4(e)(v), the Bank Employer shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be:
(1) his earned but unpaid Base Salary through the date of termination, to be paid no later than the date on which such Base Salary would ordinarily have been paid,
(2) the annual bonus (if any) to which he is entitled under any cash-based annual bonus or performance compensation plan in effect for the year in which his termination occurs, to be paid at the same time and on the same terms and conditions (including but not limited to achievement of performance goals) applicable under the relevant plan,
(3) the benefits (if any) due to Executive as a former employee other than pursuant to this Agreement under the Company’s or the Bank’s compensation and benefit plans (the items described in Sections 5(f)(ii)(1) through (3) shall be referred to as the “Standard Termination Entitlements”), and
(4) as severance paypay or liquidated damages, an or both, a cash amount equal to one times the Base Salary and bonuses due for longer of: (i) the remaining term of the Agreement; or (ii) twelve (12) months following Executive’s Base Salarydate of termination. For these purposes, payable the “bonuses due for the remaining term of the Agreement” shall be determined as the greater of one-twelfth of: (x) the average annual cash bonus paid to Executive with respect to the three completed fiscal years prior to Executive’s date of termination, or (y) the cash bonus paid to Executive with respect to the last fiscal year ended prior to Executive’s date of termination, multiplied by the number of full calendar months in the longer of the two periods set forth immediately above in this sub-section. The payments set forth under this Section 5(f)(ii)(4) shall be referred to as the “Additional Severance Payments.”
(iii) At the election of Executive, which election was made, if made at all, in writing under the Prior Agreement on or before December 31, 2008, and is irrevocable after December 31, 2008, the Additional Severance Payments that are due after December 31, 2008 shall be made in a lump sum within ten (10) days on, or paid quarterly during the remaining term of the Agreement beginning on, Executive’s termination. Any such election made under the Prior Agreement shall continue in full force and effect. In the event that no election was made or applicable, the Additional Severance Payment to Executive will be made in a lump sum without reduction for present value. Such payments shall not be reduced in the event Executive obtains other employment following termination of employment.
(iiiiv) In Upon the event occurrence of a termination Without CauseCause or for Good Reason, the Company or the Bank will cause to be continued life, medical, dental and disability coverage substantially comparable, as described under Section 4(e)(i)reasonably or customarily available, and subject to the requirements of Section 4(e)(v), coverage maintained by the Company and the Bank shall pay Executivefor Executive prior to his termination, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal except to the Executive’s Base Salary for extent such coverage may be changed in its application to all Bank and Company employees. Such coverage shall cease at the end of the longer of: (i) the remaining term of this Agreement, payable in a lump sum within ten ; or (10ii) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately twelve (12) months following the 30th day after the later of: (i) Executive’s date of termination; . To the extent the Company or (ii) the effective date Bank determines in good faith it is not practicable to provide in-kind coverage, it shall pay directly to the insurance carrier the premium, or reimburse Executive for his direct out-of-pocket cost, for comparable coverage obtained by Executive on his own. Each such reimbursement payment shall be made promptly on submission of an itemized account of Executive’s reimbursable expense in such form as the Bank or the Company may reasonably require and in any event not later than the last day of the rules or regulations prohibiting such benefits or subjecting calendar year following the calendar year in which the expense was incurred. Each reimbursement payment shall include an additional amount calculated by the Bank or the Company in its reasonable discretion to penaltiesreflect the aggregate amount of federal, state and local income and payroll taxes incurred by Executive with respect to the reimbursement payment.
Appears in 1 contract
Samples: Employment Agreement (Provident Financial Services Inc)
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s her employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Company shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank Company may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the BankCompany’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the Executive’s Base SalarySalary (at the rate in effect as of her date of termination) that Executive would have earned had she remained employed with the Company from her date of termination until, payable in a lump sum and including, the last day of the remaining term of this Agreement. Such payment shall be made to Executive within ten (10) days following Executive’s date of termination, or if later, following the seventh (7th) day after Executive’s execution of the Executive’s termination of employmentRelease required under Section 4(e)(v) hereof.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or three (3) years of additional life insurance coverage and non-taxable medical and dental insurance coverage maintained by the value Company for Executive immediately prior to her date of termination for a period equal to the number of months existing in the remaining term of the remaining benefits at the time of such determinationAgreement. Such cash payment will shall be made in a lump sum on the Bank’s first payroll same date immediately following as the 30th day after the later of: payment under Section 4(e)(ii) above.
(iiv) “Good Reason” exists if, without Executive’s express written consent, any of the following occurs:
(A) the failure of the Company to appoint or re-elect Executive to the Executive Position;
(B) a material reduction in Executive’s Base Salary or benefits provided in this Agreement (other than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Company as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law));
(C) a change in Executive’s Executive Position to be one of lesser authority or a material reduction in Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;
(D) a relocation of Executive’s principal place of employment by more than twenty-five (25) miles from Executive’s principal place of employment as of the initial Effective Date of this Agreement; or
(E) a material breach of this Agreement by the Company.
(v) Notwithstanding the foregoing, Executive shall not be entitled to any payments or benefits under this Section 4(e) unless and until Executive executes a release of her claims (“Release”), satisfactory in form to the Company, against the Company, the Bank and any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Code Section 409A and the ADEA, the Release shall be provided to Executive no later than the date of termination; or her Separation from Service and Executive shall have no fewer than twenty-one (ii21) days to consider the effective date Release, and following Executive’s execution of the rules or regulations prohibiting such benefits or subjecting the Bank Release, Executive shall have seven (7) days to penaltiesrevoke said Release.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i6(f), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount Executive will receive a cash lump sum payment equal to one three (3) times the Executive’s sum of (i) his Base Salary, payable in a lump sum Salary and (ii) highest rate of bonus paid during the three years prior to his termination of employment. Such severance payment shall be paid within ten thirty (1030) days of the following Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay will provide, at no cost to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable to the coverage maintained by the Bank for Executive prior to its employees for his termination, provided, however, such medical and dental coverage shall cease upon the remaining term earlier of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s three (3) years from the date of termination; termination or (ii) the effective date Executive becomes eligible for Medicare coverage; provided further that if Executive is covered by family coverage or coverage for self and a spouse, then Executive’s family or spouse shall continue to be covered for the remainder of the rules three (3) year period, or regulations prohibiting such benefits in the case of the spouse, until the spouse becomes eligible for Medicare coverage or subjecting the Bank to penaltiesobtains healthcare coverage elsewhere, whichever period is less.
Appears in 1 contract
Samples: Employment Agreement (OBA Financial Services, Inc.)
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one times the his Base Salary. Such payment shall be payable within thirty (30) days following Executive’s Base Salarydate of termination, payable in a lump sum within ten (10) days of the Executive’s termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay will continue to provide to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its employees for his termination. Such life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the remaining earlier of (i) the end of the term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the effective date on which such coverage is made available to the Executive through subsequent employment.
(iv) “Good Reason” exists if, without Executive’s express written consent, any of the rules following occurs:
(1) a failure to elect or regulations prohibiting such benefits reelect or subjecting to appoint or reappoint Executive to the Executive Position held on the Effective Date of this Agreement;
(2) a material change in Executive’s position to become one of lesser responsibility, importance, or scope from the position and attributes thereof described in Section 1 above;
(3) a liquidation or dissolution of the Bank other than liquidations or dissolutions that are caused by reorganizations that do not negatively affect the status of Executive;
(4) a material reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Bank as part of a good faith, overall reduction or elimination of such plans or benefits applicable to penaltiesall participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law); or
(5) a material breach of this Agreement by the Bank.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment. In addition, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank to its employees for the lesser of: (i) eighteen (18) months, commencing with the first month following the date of termination, or (ii) the remaining term of this Agreement, at no cost to the Executive. If the remaining term of this Agreement is more than eighteen (18) months, the Bank will make an additional cash payment to the Executive in an amount equal to the number of months the remaining term of this Agreement exceeds eighteen (18) months (which may be up to six months) multiplied by the monthly COBRA premium in effect as of the date of Executive’s termination of employment for the level of coverage in effect for Executive under the Bank’s group health plan, payable in a lump sum within ten (10) days of the Executive’s termination of employment. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits insurance premiums or the value of the remaining benefits insurance premiums at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank to penalties.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Directors, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one three times the average taxable income reported on Form W-2 (Box 1) for the five taxable years immediately preceding the year in which the termination of employment occurs. Notwithstanding the foregoing, the determination under this Section 4(e)(ii) of Executive’s Base Salary, payable in a lump sum average taxable income shall not take into account or include the payment made pursuant to Section 3(d) of this Agreement. The payment will be made to Executive within ten (10) 30 days of the following Executive’s date of termination of employmentand will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. The continued coverage will cease upon the earlier of: (A) the expiration of the term of the Agreement; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination Termination for Cause, Cause shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one three (3) times the sum of (i) the average annualized Base Salary paid to Executive during the three (3) years prior to Executive’s Base Salarydate of termination or such fewer number of years Executive has been employed by the Bank, and (ii) the average rate of bonus paid to Executive during the three (3) years prior to Executive’s date of termination or such fewer number of years Executive has been employed by the Bank. Such payment shall be payable in a lump sum within ten thirty (1030) days of the following Executive’s termination date of employmenttermination, and will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay will continue to provide to Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determinationhis termination. Such cash payment will be made on life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the Bank’s first payroll date immediately following the 30th day after the later of: earlier of (i) Executive’s the date which is three (3) years from the date of termination; , or (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the effective date of on which such coverage is made available to the rules or regulations prohibiting such benefits or subjecting the Bank to penaltiesExecutive through subsequent employment.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Company shall have 30 days to cure the “Good Reason” condition, but the Bank Company may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the BankCompany’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank Company to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank Company to penalties, then the Bank Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the BankCompany’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank Company to penalties.
(iv) “Good Reason” exists if, without Executive’s express written consent, any of the following occurs:
(A) a material reduction in Executive’s Base Salary (other than pursuant to Section 3(a)) or benefits provided in this Agreement (other than a reduction or elimination of Executive’s benefits under one or more benefit plans maintained by the Company as part of a good faith, overall reduction or elimination of such plans or benefits applicable to all participants in a manner that does not discriminate against Executive (except as such discrimination may be necessary to comply with applicable law));
(B) a material reduction in Executive’s authority, duties or responsibilities from the position and attributes associated with the Executive Position;
(C) a material breach of this Agreement by the Company.
(v) Notwithstanding the foregoing, Executive will not be entitled to any payments or benefits under this Section 4(e) unless and until Executive executes a release of all claims that Executive or any of Executive’s affiliates or beneficiaries may have against the Bank, the Company or any affiliate, and their officers, directors, successors and assigns, releasing said persons from any and all claims, rights, demands, causes of action, suits, arbitrations or grievances relating to the employment relationship, including claims under the Age Discrimination in Employment Act (“ADEA”), but not including claims for benefits under tax-qualified plans or other benefit plans in which Executive is vested, claims for benefits required by applicable law or claims with respect to obligations set forth in this Agreement that survive the termination of this Agreement. In order to comply with the requirements of Section 409A of the Code and the ADEA, the release must be provided to Executive no later than the date of his Separation from Service and Executive must execute the release within 21 days after the date of termination without subsequent revocation by Executive within seven (7) days after execution of the release.
Appears in 1 contract
Termination Without Cause or With Good Reason. (i) The Board of Directors may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the BoardBoard of Directors, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank shall have 30 thirty (30) days to cure the “Good Reason” condition, but the Bank may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, employment shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long-term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), ) and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as the case may be, as severance pay, an amount a cash lump sum payment equal to one three times the average taxable income reported on Form W-2 (Box 1) for the five taxable years immediately preceding the year in which the termination of employment occurs. Notwithstanding the foregoing, the determination under this Section 4(e)(ii) of Executive’s Base Salary, payable in a lump sum average taxable income shall not take into account or include the payment made pursuant to Section 3(d) of this Agreement. The payment will be made to Executive within ten (10) 30 days of the following Executive’s termination date of employmenttermination, and will be subject to applicable withholding taxes.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v)addition, the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal will continue to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, provide to Executive life insurance coverage and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to its his termination under the same cost-sharing arrangements that apply for active employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank cannot provide one or more as of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination. The continued coverage will cease upon the earlier of: (A) the expiration of the term of the Agreement; or (iiB) the effective date on which Executive becomes a full-time employee of another employer, provided Executive is entitled to benefits that are substantially similar to the health and welfare benefits provided by the Bank. The period of continued health coverage required by Section 4980B(f) of the rules or regulations prohibiting such benefits or subjecting Internal Revenue Code of 1986, as amended (the Bank to penalties“Code”), shall run concurrently with the coverage period provided herein.
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Termination Without Cause or With Good Reason. (i) The Board may immediately terminate Executive’s employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided, however, that the Bank Company shall have 30 days to cure the “Good Reason” condition, but the Bank Company may waive its right to cure. Any termination of Executive’s employment, other than termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the BankCompany’s qualified or non-qualified retirement or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination With Good Reason, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank Company shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, and the Executive and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered by the Bank Company to its employees for the remaining term of this Agreement, at no cost to the Executive. If the Bank Company cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank Company to penalties, then the Bank Company shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the BankCompany’s first payroll date immediately following the 30th day after the later of: (i) Executive’s date of termination; or (ii) the effective date of the rules or regulations prohibiting such benefits or subjecting the Bank Company to penalties.
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Termination Without Cause or With Good Reason. (i) The In addition to termination pursuant to Sections 6(a) through 6(e), the Board may may, by written notice to Executive, immediately terminate Executive’s his employment at any time for a reason other than Cause (a termination “Without Cause”), and Executive may, by written notice to the Board, terminate this Agreement at any time within 90 sixty (60) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”); provided. Notwithstanding the foregoing, howeverin the event of Executive’s notice of termination for Good Reason, that the Bank shall have 30 days a thirty (30) day period in which to cure the “event giving right to the Good Reason” conditionReason termination, but however, the Bank may waive its right to curesuch right. Any termination of Executive’s employment, other than termination Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Bank’s qualified or non-qualified retirement retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In Subject to Subsection 6(f)(iv) of this Agreement, in the event of termination With Good Reason, as described under this Section 4(e)(i), and subject to the requirements of Section 4(e)(v6(f), the Bank shall pay Executivewill, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to one times the Executive’s Base Salary, payable in a lump sum within ten (10) calendar days of the Executive’s termination of employment.
(iii) In the event of termination Without Cause, as described under Section 4(e)(i), and subject to the requirements of Section 4(e)(v), the Bank shall pay Executive, or in the event of Executive’s subsequent death, Executive’s beneficiary or estate, as severance pay, an amount equal to the Executive’s Base Salary for the remaining term of this Agreement, payable in a lump sum within ten (10) days of the Executive’s termination of employment, make a lump-sum cash payment to Executive equal to two (2) times Executive’s Base Salary and average bonus earned during the Executive three (3) years prior to the year in which the termination occurs. In addition, the Bank will cause to be continued life insurance and his or her dependents shall remain eligible to participate in the non-taxable medical and dental insurance programs offered coverage substantially identical to the coverage maintained by the Bank for Executive prior to its employees his termination for the remaining term a period of this Agreementtwo (2) years, at no cost to the Executive. If the Bank cannot provide one or more of the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules provided, however, that if earlier, such medical and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to penalties, then the Bank dental coverage shall pay Executive a cash lump sum payment reasonably estimated to be equal to the value of such benefits or the value of the remaining benefits at the time of such determination. Such cash payment will be made on the Bank’s first payroll date immediately following the 30th day after the later ofcease: (i) on the date Executive becomes eligible for Medicare coverage unless Executive is covered by family coverage or coverage for self and a spouse, in which case Executive’s date family or spouse shall continue to be covered for the remainder of termination; the two (2) year period, or (ii) the effective date Executive becomes entitled to substantially similar coverage to that provided by the Bank through another employer. If the Bank is unable to provide such coverage under group policies then in effect for employees of the rules or regulations prohibiting such benefits or subjecting Bank, the Bank hereby agrees to penaltiespay for such coverage for two years (or such lesser period as is necessary) through providers in the health care system then available in the State of New Jersey. For the avoidance of doubt, Executive shall not also be entitled to a benefit under Section 6(f) of this Agreement following a Change in Control.
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