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 by the EMPLOYERS before the end of the TERM for any reason other than death, the inability to perform her duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENT, JUST CAUSE or in connection with or within six months before or one year after a CHANGE IN CONTROL, or in the event that the employment of the EMPLOYEE is terminated by the EMPLOYEE for GOOD REASON, and if the EMPLOYEE signs a general release as required by Section 4(d) of this AGREEMENT, the EMPLOYERS shall be obligated (1) to make a lump sum payment to the EMPLOYEE within two weeks after the EMPLOYEE’S termination of employment in the amount equal to the annual salary that would have been paid to the EMPLOYEE pursuant to Section 3(a) or (b) of this AGREEMENT for the remainder of the TERM; (2) until the earliest of (i) the EMPLOYEE and her spouse both becoming 65 years of age, (ii) the EMPLOYEE’S becoming employed full-time by another employer, or (iii) the expiration of the period of time during which the EMPLOYEE would be entitled to continuation coverage under the group health plan of BANK under COBRA to provide to the EMPLOYEE and/or her dependents at the EMPLOYEE’S expense, life and disability benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her employment; and (3) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, to provide to the EMPLOYEE and/or any eligible dependents continuation coverage under the group health plan of BANK under COBRA. The EMPLOYERS’ obligation to provide life and disability benefits shall be contingent on the EMPLOYEE and/or her dependents being insurable in the EMPLOYERS’ group insurance plans. Notwithstanding the foregoing provisions, the EMLOYEE and her spouse may only participate in a health insurance program for as long as the EMPLOYERS make available an employee group health insurance program which permits the EMPLOYERS to make coverage available for similarly situated former employees; provided, however, that the EMPLOYERS shall not be required to provide or maintain any employee group insurance program.

Termination Without CHANGE OF CONTROL. (A) In the event that the employment of the EMPLOYEE is terminated by the EMPLOYERS before the end of the TERM TERM, for any reason other than death, the inability to perform her duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENT, JUST CAUSE or in connection with or within six months before or one year after a CHANGE IN CONTROL, or in the event that the employment of the EMPLOYEE is terminated by the EMPLOYEE for GOOD REASON, and if under the EMPLOYEE signs a general release as required by Section 4(d) circumstances set forth in the first paragraph of this AGREEMENTSection 4(a), the EMPLOYERS shall be obligated (1i) to make a lump sum payment to the EMPLOYEE within two weeks after the EMPLOYEE’S ’s termination of employment in the amount equal to the EMPLOYEE’s annual salary that would have been paid to the EMPLOYEE provided pursuant to Section 3(a) or (b) of this AGREEMENT for the remainder of the TERMAGREEMENT; and (2ii) until the earliest earlier of (i) the EMPLOYEE and her spouse both becoming 65 years eighteen-month anniversary of age, (ii) the termination of the EMPLOYEE’S ’s employment or the EMPLOYEE’s becoming employed full-time by another employer, or (iii) the expiration of the period of time during which the EMPLOYEE would be entitled to continuation coverage under the group health plan of BANK under COBRA to provide to the EMPLOYEE and/or her dependents EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYEE’S EMPLOYERS’ expense, life health, life, disability and disability other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her his employment; and (3) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, to provide to the EMPLOYEE and/or any eligible dependents continuation coverage under the group health plan of BANK under COBRA. The EMPLOYERS’ obligation to provide life and disability benefits shall be contingent on the EMPLOYEE and/or her dependents being insurable in the EMPLOYERS’ group insurance plans. Notwithstanding the foregoing provisions, the EMLOYEE and her spouse may only participate in a health insurance program for as long as the EMPLOYERS make available an employee group health insurance program which permits the EMPLOYERS to make coverage available for similarly situated former employees; provided, however, that if the EMPLOYERS choose or their successors choose, the EMPLOYERS or their successors may, instead of providing such health, life and disability benefits, pay the EMPLOYEE cash in an amount that, after payment of applicable federal, state and local income, employment and wage taxes, the EMPLOYEE will have sufficient cash to purchase equivalent coverage until the earlier of the expiration of the TERM or 18 months after the termination of the EMPLOYEE’s employment. The EMPLOYEE shall not be required to provide mitigate the amount of any payment provided for in this subsection (III)(A) by seeking other employment or maintain otherwise, nor shall any employee group insurance programamounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS hereunder, except as specifically stated in this subsection (III)(A).

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYERS before the end of the TERM for any reason other than death, the inability to perform her his duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENT, JUST CAUSE or in connection with or within six months before or one year after a CHANGE IN CONTROL, or in the event that the employment of the EMPLOYEE is terminated by the EMPLOYEE for GOOD REASON, and if the EMPLOYEE signs a general release as required by Section 4(d) of this AGREEMENT, the EMPLOYERS shall be obligated (1) to make a lump sum payment to the EMPLOYEE within two weeks after the EMPLOYEE’S termination of employment in the an amount equal to one-half of the annual salary that would have been required to be paid to the EMPLOYEE pursuant to under Section 3(a) or (bof this AGREEMENT, as the amount may have been adjusted under Section 3(b) of this AGREEMENT for the remainder of the TERMAGREEMENT; (2) until the earliest of (i) the EMPLOYEE and her his spouse both becoming 65 years of age, (ii) the EMPLOYEE’S becoming employed full-time by another employer, or (iii) the expiration of the period of time during which the EMPLOYEE would be entitled to continuation coverage under the group health plan of BANK under COBRA Section 4980B (COBRA) of the CODE, to provide to the EMPLOYEE and/or her his dependents at the EMPLOYEE’S expense, expense life and disability benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her his employment; and (3) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, to provide to the EMPLOYEE and/or any eligible dependents continuation coverage under the group health plan of BANK under COBRA. The EMPLOYERS’ obligation to provide life and disability benefits shall be contingent on the EMPLOYEE and/or her his dependents being insurable in the EMPLOYERS’ group insurance plans. Notwithstanding the foregoing provisions, the EMLOYEE and her his spouse may only participate in a health insurance program for as long as the EMPLOYERS make available an employee group health insurance program which permits the EMPLOYERS to make coverage available for similarly situated former employees; provided, however, that the EMPLOYERS shall not be required to provide or maintain any employee group insurance program.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYERS before the end of the TERM for any reason other than death, the inability to perform her duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENT, JUST CAUSE or in connection with or within six months before or one year after a CHANGE IN CONTROL, or in the event that the employment of the EMPLOYEE is terminated by the EMPLOYEE for GOOD REASON, and if the EMPLOYEE signs a general release as required by Section 4(d) of this AGREEMENT, the EMPLOYERS shall be obligated (1) to make a lump sum payment to the EMPLOYEE within two weeks after the EMPLOYEE’S termination of employment in the amount equal to the annual salary that would have been paid to the EMPLOYEE pursuant to Section 3(a) or (b) of this AGREEMENT for the remainder of the TERM; and (2) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, until the earliest earlier of (i) the EMPLOYEE and her spouse both becoming 65 years of age, (ii) age or the EMPLOYEE’S becoming employed full-time by another employer, or (iii) the expiration of the period of time during which the EMPLOYEE would be entitled to continuation coverage under the group health plan of BANK under COBRA to provide to the EMPLOYEE and/or her dependents at the EMPLOYEE’S expense, health, life and disability benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her employment; and (3) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, to provide to the EMPLOYEE and/or any eligible dependents continuation coverage under the group health plan of BANK under COBRA. The EMPLOYERS’ obligation to provide life and disability benefits shall be contingent on the EMPLOYEE and/or her dependents being insurable in the EMPLOYERS’ group insurance plans. Notwithstanding the foregoing provisions, the EMLOYEE and her spouse may only participate in a health insurance program for as long as the EMPLOYERS make available an employee group health insurance program which permits the EMPLOYERS to make coverage available for similarly situated former employees; providedprovided further, that if the EMPLOYERS make available an employee group health insurance program that would permit terminated employees and their spouses to continue to be covered past age 65, the EMPLOYEE and her spouse shall be permitted to participate in such program, with all premiums paid by the EMPOYEE and/or her spouse, for so long as the EMLOYERS maintain such a program; and provided further, however, that the EMPLOYERS shall not be required to provide or maintain any employee group insurance program.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE Employee is terminated by the EMPLOYERS Bank before the end of the TERM Term for any reason other than death, the inability to perform her his duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENTAgreement, JUST CAUSE Just Cause or in connection with or within six months before or one year after a CHANGE IN CONTROLChange of Control, or in the event that the employment of the EMPLOYEE Employee is terminated by the EMPLOYEE Employee for GOOD REASONGood Reason, and if the EMPLOYEE Employee signs a general release as required by Section 4(d) of this AGREEMENTAgreement, the EMPLOYERS Bank shall be obligated (1) to make a lump sum payment to the EMPLOYEE Employee within two weeks after the EMPLOYEE’S Employee’s termination of employment in the amount equal to fifty percent (50%) of the annual salary that would have been paid to the EMPLOYEE Employee pursuant to Section 3(a) or (b) of this AGREEMENT Agreement for the remainder of the TERMTerm; and (2) provided the Employee and/or any eligible dependents properly elect COBRA coverage, until the earliest earlier of (i) the EMPLOYEE Employee and her his spouse both becoming 65 years of age, (ii) age or the EMPLOYEE’S Employee’s becoming employed full-time by another employer, or (iii) the expiration of the period of time during which the EMPLOYEE would be entitled to continuation coverage under the group health plan of BANK under COBRA to provide to the EMPLOYEE Employee and/or her his dependents at the EMPLOYEE’S Employee’s expense, health, life and disability benefits substantially equal to those being provided to the EMPLOYEE Employee at the date of termination of her his employment; and (3) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, to provide to the EMPLOYEE and/or any eligible dependents continuation coverage under the group health plan of BANK under COBRA. The EMPLOYERS’ Bank’s obligation to provide life and disability benefits shall be contingent on the EMPLOYEE Employee and/or her his dependents being insurable in the EMPLOYERS’ Bank’s group insurance plans. Notwithstanding the foregoing provisions, the EMLOYEE Employee and her his spouse may only participate in a health insurance program for as long as the EMPLOYERS make Bank makes available an employee group health insurance program which permits the EMPLOYERS Bank to make coverage available for similarly situated former employees; providedprovided further, that if the Bank makes available an employee group health insurance program that would permit terminated employees and their spouses to continue to be covered past age 65, the Employee and his spouse shall be permitted to participate in such program, with all premiums paid by the Employee and/or his spouse, for so long as the Bank maintains such a program; and provided further, however, that the EMPLOYERS Bank shall not be required to provide or maintain any employee group insurance program.

Termination Without CHANGE OF CONTROL. In the event that the employment of the EMPLOYEE is terminated by the EMPLOYERS before the end of the TERM for any reason other than death, the inability to perform her his duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENT, JUST CAUSE or in connection with or within six months before or one year after a CHANGE IN CONTROL, or in the event that the employment of the EMPLOYEE is terminated by the EMPLOYEE for GOOD REASON, and if the EMPLOYEE signs a general release as required by Section 4(d) of this AGREEMENT, the EMPLOYERS shall be obligated (1) to make a lump sum payment to the EMPLOYEE within two weeks after the EMPLOYEE’S termination of employment in the amount equal to the annual salary that would have been paid to the EMPLOYEE pursuant to Section 3(a) or (b) of this AGREEMENT for the remainder of the TERM; and (2) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, until the earliest earlier of (i) the EMPLOYEE and her his spouse both becoming 65 years of age, (ii) age or the EMPLOYEE’S becoming employed full-time by another employer, or (iii) the expiration of the period of time during which the EMPLOYEE would be entitled to continuation coverage under the group health plan of BANK under COBRA to provide to the EMPLOYEE and/or her his dependents at the EMPLOYEE’S expense, health, life and disability benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her his employment; and (3) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, to provide to the EMPLOYEE and/or any eligible dependents continuation coverage under the group health plan of BANK under COBRA. The EMPLOYERS’ obligation to provide life and disability benefits shall be contingent on the EMPLOYEE and/or her his dependents being insurable in the EMPLOYERS’ group insurance plans. Notwithstanding the foregoing provisions, the EMLOYEE and her his spouse may only participate in a health insurance program for as long as the EMPLOYERS make available an employee group health insurance program which permits the EMPLOYERS to make coverage available for similarly situated former employees; providedprovided further, that if the EMPLOYERS make available an employee group health insurance program that would permit terminated employees and their spouses to continue to be covered past age 65, the EMPLOYEE and his spouse shall be permitted to participate in such program, with all premiums paid by the EMPOYEE and/or his spouse, for so long as the EMLOYERS maintain such a program; and provided further, however, that the EMPLOYERS shall not be required to provide or maintain any employee group insurance program.