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; and (2) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, until the earlier of the EMPLOYEE and her spouse both becoming 65 years of age or the EMPLOYEE’S becoming employed full-time by another employer, 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. 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 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 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 earlier earliest of (i) the EMPLOYEE and her spouse both becoming 65 years of age or 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, 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; provided 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 furtherprovided, 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) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, until the earlier of the EMPLOYEE and her spouse both becoming 65 years eighteen-month anniversary of age the termination of the EMPLOYEE’s employment or the EMPLOYEE’S ’s becoming employed full-time by another employer, to provide to the EMPLOYEE and/or her dependents EMPLOYEE, his dependents, beneficiaries and estate at the EMPLOYEE’S EMPLOYERS’ expense, health, life life, disability and disability other benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her his employment. 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; provided, 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 furtherhowever, that if the EMPLOYERS make available 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 employee group health insurance program that would permit terminated employees amount that, after payment of applicable federal, state and their spouses to continue to be covered past age 65local income, employment and wage taxes, the EMPLOYEE and her spouse shall be permitted will have sufficient cash to participate in such program, with all premiums paid by purchase equivalent coverage until the EMPOYEE and/or her spouse, for so long as earlier of the EMLOYERS maintain such a program; and provided further, however, that expiration of the EMPLOYERS 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). (B) In the event that the payments pursuant to this subsection (III), alone or in combination with any other compensation, 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 such limits. Payments pursuant to this subsection (III) also may not exceed applicable limits established by the OCC, the FDIC or the FED. In the event a reduction in payments is necessary in order to comply with the requirements of this AGREEMENT relating to SECTION 280G or applicable regulatory limits, the EMPLOYEE may determine, in his sole discretion, which categories of payments are to be reduced or limited.

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; and (2) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, until the earlier earliest of (i) the EMPLOYEE and her his spouse both becoming 65 years of age or 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 Section 4980B (COBRA) of the CODE, to provide to the EMPLOYEE and/or her his dependents at the EMPLOYEE’S expense, health, 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 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 furtherprovided, however, that the EMPLOYERS shall not be required to provide or maintain any employee group insurance program.

Termination Without CHANGE OF CONTROL. (i) In the event that the EMPLOYER terminates the employment of the EMPLOYEE is terminated by the EMPLOYERS before the end of the TERM for any reason other than deathJUST CAUSE, and the inability to perform her duties because of a medically diagnosable condition as provided in Section 4(c) of this AGREEMENT, JUST CAUSE or termination is not 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 OF CONTROL pursuant to Section 4(d4(a) of this AGREEMENT, the EMPLOYERS EMPLOYER shall be obligated to continue to: (1A) to make a lump sum payment pay to the EMPLOYEE within two weeks after the EMPLOYEE’S termination of employment in the amount equal to the , his designated beneficiaries or his estate, his annual salary that would have been paid to the EMPLOYEE provided pursuant to Section 3(a) or (b) of this AGREEMENT for the remainder as of the date of termination until the end of the EMPLOYMENT TERM; and (2B) provided the EMPLOYEE and/or any eligible dependents properly elect COBRA coverage, until the earlier of the EMPLOYEE and her spouse both becoming 65 years of age or the EMPLOYEE’S becoming employed full-time by another employer, to provide to the EMPLOYEE and/or her EMPLOYEE, his eligible dependents and beneficiaries, at the EMPLOYEE’S EMPLOYER’s expense, healthgroup health benefits, life hospitalization and disability benefits substantially equal to those being provided to the EMPLOYEE at the date of termination of her his employment. The EMPLOYERS’ obligation , to provide life the extent permitted under the terms of such plans, until the earliest to occur of (1) the first anniversary of the effective date of the EMPLOYEE’s termination, or (2) the date the EMPLOYER is included in another employer’s plans providing comparable benefits and disability benefits coverage. (ii) Payment of the amounts described in Section 4(b)(i) shall be contingent on subject to the EMPLOYEE and/or her dependents following: (A) If the amounts described in Section 4(b)(i) are equal to or less than the lesser of (i) twice the EMPLOYEE’s annualized base salary for the year immediately preceding the year of termination (adjusted for any increase during the year of termination that was expected to continue indefinitely) or (ii) twice the limit set forth in Section 401(a)(17) of the Internal Revenue Code for the year of termination (such lesser amount being insurable the “MONTHLY PAYMENT LIMIT”), payment shall be made in substantially equal monthly installments for the EMPLOYERS’ group insurance plans. Notwithstanding remainder of the foregoing provisionsEMPLOYMENT TERM (but in no event later than December 31 of the second calendar year following the year of termination); and (B) If the amounts described in Section 4(b)(i) exceed the MONTHLY PAYMENT LIMIT, then the EMLOYEE MONTHLY PAYMENT LIMIT shall be paid in substantially equal monthly installments for the remainder of the EMPLOYMENT TERM (but in no event later than December 31 of the second calendar year following the year of termination), and her spouse may only participate any excess over the MONTHLY PAYMENT LIMIT shall be paid in a health insurance program for as long as lump sum no later than 60 days following the EMPLOYERS make available an employee group health insurance program which permits the EMPLOYERS to make coverage available for similarly situated former employees; provided 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 programEMPLOYEE’s termination.

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 earlier of the EMPLOYEE and her his spouse both becoming 65 years of age or the EMPLOYEE’S becoming employed full-time by another employer, 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. 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 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 his spouse shall be permitted to participate in such program, with all premiums paid by the EMPOYEE and/or her 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.

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 Employee and/or any eligible dependents properly elect COBRA coverage, until the earlier of the EMPLOYEE Employee and her his spouse both becoming 65 years of age or the EMPLOYEE’S Employee’s becoming employed full-time by another employer, 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. 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; provided further, that if the EMPLOYERS make 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 Employee and her his spouse shall be permitted to participate in such program, with all premiums paid by the EMPOYEE Employee and/or her his spouse, for so long as the EMLOYERS maintain 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.