Common use of Termination Without CHANGE OF CONTROL Clause in Contracts

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, beneficiaries or estate, his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, beneficiaries or estate, estate his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his her dependents, beneficiaries or estate, his her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his her dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of after a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his her dependents, beneficiaries or estate, his estate her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his her dependents, beneficiaries and estate at the EMPLOYERS' ’ expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, designated beneficiaries or his estate, his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' expense, health, life, disability disability, and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in . In the event that payments pursuant to this subsection (IIIiii) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(Biii)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYER or is terminated by the EMPLOYEE in accordance with Section 4(a)(ii) of this AGREEMENT before the expiration of the TERM for any reason other than death, (i) for JUST CAUSE or (ii) in connection with or within one year of after a CHANGE OF CONTROL, the EMPLOYERS EMPLOYER shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, designated beneficiaries or his estate, his annual for the remainder of the TERM, the salary provided pursuant to set forth in Section 3(a) or (b) of this AGREEMENT until or the expiration salary payable to the EMPLOYEE as a result of the TERM and any annual salary review in accordance with Section 3(b) of this AGREEMENT; (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' EMPLOYER's expense, health, life, disability disability, and other benefits substantially equal to those being as provided to the EMPLOYEE at the date in Section 3(d)(i) of termination of his employment this Agreement, until the earliest to occur of the expiration of the TERM or until the earlier date the EMPLOYEE becomes employed obtains substantially equivalent coverage from another full-time by another employer; provided, however, that in and (C) to provide to the EMPLOYEE the benefits set forth under Section 3(d)(ii) of this AGREEMENT. In the event that payments pursuant to this subsection (IIId) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall Payments pursuant to this subsection also may not be required exceed the applicable limits established by the OTS. In the event a reduction in payments is necessary in order to mitigate comply with the amount requirements of any payment provided for in this AGREEMENT by seeking other employment relating to the limitations of SECTION 280G or otherwiseapplicable OTS limits, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset may determine, in any manner the obligations his sole discretion, which categories of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) abovepayments are to be reduced or eliminated.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYER or is terminated by the EMPLOYEE in accordance with Section 4(a)(ii) of this AGREEMENT before the expiration of the TERM for any reason other than death, (i) for JUST CAUSE or (ii) in connection with or within one year of after a CHANGE OF CONTROL, the EMPLOYERS EMPLOYER shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, designated beneficiaries or his estate, his annual for the remainder of the TERM, the salary provided pursuant to set forth in Section 3(a) or (b) of this AGREEMENT until or the expiration salary payable to the EMPLOYEE as a result of the TERM and any annual salary review in accordance with Section 3(b) of this AGREEMENT; (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' EMPLOYER's expense, health, life, disability disability, and other benefits substantially equal to those being as provided to the EMPLOYEE at the date in Section 3(d)(i) of termination of his employment this Agreement, until the earliest to occur of the expiration of the TERM or until the earlier date the EMPLOYEE becomes employed obtains substantially equivalent coverage from another full-time by another employer; provided, however, that in and (C) to provide to the EMPLOYEE the benefits set forth under Section 3(d)(ii) of this AGREEMENT. In the event that payments pursuant to this subsection (IIId) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall Payments pursuant to this subsection also may not be required exceed the applicable limits established by the OTS, as set forth in OTS Regulatory Bulletin 27a. In the event a reduction in payments is necessary in order to mitigate comply with the amount requirements of any payment provided for in this AGREEMENT by seeking other employment relating to the limitations of SECTION 280G or otherwiseapplicable OTS limits, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset may determine, in any manner the obligations his sole discretion, which categories of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) abovepayments are to be reduced or eliminated.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of after a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, beneficiaries or estate, estate his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' ’ expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYERS before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, designated beneficiaries or his estate, his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and TERM, (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' expense, health, life, disability disability, and other welfare benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, and (C) to provide to the EMPLOYEE a payment upon the expiration of the TERM equal to the aggregate amount that in the EMPLOYER contributed or would have contributed to the EMPLOYEE's account under the First Federal 401(k) Plan (the "401(K) PLAN") for the portion of the 401(K) PLAN's fiscal year prior to the termination of the EMPLOYEE's employment if the 401(K) PLAN did not require that the EMPLOYEE be employed on the last day of the 401(K) PLAN's fiscal year. In the event that payments pursuant to this subsection (IIIiii) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which that may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, her designated beneficiaries or her estate, his her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and TERM, (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' expense, health, life, disability disability, and other welfare benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, and (C) to provide to the EMPLOYEE a payment upon the expiration of the TERM equal to the aggregate amount that in the EMPLOYER contributed or would have contributed to the EMPLOYEE's account under the First Federal 401(k) Plan (the "401(K) PLAN") for the portion of the 401(K) PLAN's fiscal year prior to the termination of the EMPLOYEE's employment if the 401(K) PLAN did not require that the EMPLOYEE be employed on the last day of the 401(K) PLAN's fiscal year. In the event that payments pursuant to this subsection (IIIiii) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which that may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his her dependents, beneficiaries or estate, his her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his her dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability disability, and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in . In the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of after a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, beneficiaries or estate, estate his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the EMPLOYER terminates the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death(i) JUST CAUSE, JUST CAUSE or (ii) in connection with or within one year of a CHANGE OF CONTROLCONTROL under subsection (a), (iii) the EMPLOYEE's RETIREMENT, or (iv) pursuant to Section 1 of this AGREEMENT, the EMPLOYERS EMPLOYER shall be obligated to continue to (Ax) to pay on a monthly basis to the EMPLOYEE, his dependents, designated beneficiaries or his estate, his annual salary provided pursuant to Section 3(a) or (b) 2 of this AGREEMENT until for a period of 36 months; provided, however, that the expiration aggregate amount of such payments shall not exceed three times the EMPLOYEE's average annual compensation as of the TERM date of termination, and (By) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' EMPLOYER's expense, health, life, disability disability, and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of (A) the expiration end of the EMPLOYMENT TERM under this AGREEMENT, (B) the date the EMPLOYEE becomes 65 years of age, or (C) the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in . In the event that payments pursuant to this subsection (IIIb) would exceed three times the EMPLOYEE's annual salary at termination or would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which that may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, beneficiaries or estate, his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability disability, and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in . In the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, her designated beneficiaries or her estate, his her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' expense, health, life, disability disability, and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in . In the event that payments pursuant to this subsection (IIIiii) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(Biii)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYERS before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, her designated beneficiaries or her estate, his her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and TERM, (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' expense, health, life, disability disability, and other welfare benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, and (C) to provide to the EMPLOYEE a payment upon the expiration of the TERM equal to the aggregate amount that in the EMPLOYER contributed or would have contributed to the EMPLOYEE's account under the First Federal 401(k) Plan (the "401(K) PLAN") for the portion of the 401(K) PLAN's fiscal year prior to the termination of the EMPLOYEE's employment if the 401(K) PLAN did not require that the EMPLOYEE be employed on the last day of the 401(K) PLAN's fiscal year. In the event that payments pursuant to this subsection (IIIiii) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which that may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, designated beneficiaries or his estate, his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and TERM, (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate EMPLOYEE at the EMPLOYERS' expense, health, life, disability disability, and other welfare benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, and (C) to provide to the EMPLOYEE a payment upon the expiration of the TERM equal to the aggregate amount that in the EMPLOYER contributed or would have contributed to the EMPLOYEE's account under the First Federal 401(k) Plan (the "401(K) PLAN") for the portion of the 401(K) PLAN's fiscal year prior to the termination of the EMPLOYEE's employment if the 401(K) PLAN did not require that the EMPLOYEE be employed on the last day of the 401(K) PLAN's fiscal year. In the event that payments pursuant to this subsection (IIIiii) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which that may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of after a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his her dependents, beneficiaries or estate, his estate her annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his her dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his her employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated before the expiration of the TERM for any reason other than death, JUST CAUSE or in connection with or within one year of a CHANGE OF CONTROL, the EMPLOYERS shall be obligated to continue (A) to pay on a monthly basis to the EMPLOYEE, his dependents, beneficiaries or estate, estate his annual salary provided pursuant to Section 3(a) or (b) of this AGREEMENT until the expiration of the TERM and (B) to provide to the EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYERS' expense, health, life, disability disability, and other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of his employment until the earliest to occur of the expiration of the TERM or the date the EMPLOYEE becomes employed full-time by another employer; provided, however, that in . In the event that payments pursuant to this subsection (III) would result in the imposition of a penalty tax pursuant to SECTION 280G, such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding those limits. The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in subparagraph (III)(B) above.