Upon Change in Control. If McAuxxxxx xxxcts to terminate his employment on account of the occurrence of a change in control, as defined in Paragraph (d) of Section 4, the Bank shall pay the amounts described in Subparagraph (i) below to McAuxxxxx xx in the case of his death after commencement of payments to his estate or beneficiary and shall continue the benefits described in Subparagraph (ii) below until the completion of the payment of the amounts described in Subparagraph (i) below: (i) The amounts to be paid as described above are: A. MxXxxxxxx'x xxxrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal any portion of his Annual Base Salary through the Date of Termination that has not yet been paid; (2) any compensation previously deferred by McAuxxxxx (together with any accrued interest or earnings thereon) that has not yet been paid; and (3) any accrued but unpaid vacation pay; and B. Sxxxxxxxx xxxments calculated on an annual basis and paid on a monthly basis, beginning one (1) month following the Date of Termination, and continuing for a total of one hundred twenty (120) consecutive months. The annual amount shall be determined by multiplying McAuxxxxx'x Annual Base Salary for the calendar year in which the Date of Termination occurs by a factor of two and nine-tenths (2.9), then dividing by a factor of ten (10). (ii) The benefits to be continued are benefits to McAuxxxxx xxx/or his family at least as favorable as those that would have been provided to them under Paragraph (d)(ii) of Section 3 of this Agreement if McAuxxxxx'x xxxloyment had continued until the completion of the payments of the amounts described in Subparagraph (i) above; provided, however, that during any period when McAuxxxxx xx eligible to receive such benefits under another employer-provided plan, the benefits provided by the Bank under this subparagraph may cease. The foregoing notwithstanding, if the Bank is unable to continue to provide benefits to McAuxxxxx xxx/or his family on account of his or their ceasing to be eligible for those benefits under the terms of the applicable plan or policy, then the Bank will pay to McAuxxxxx xxx/or his family on a monthly basis the cost of providing medical, life and disability insurance of substantially equal or better coverage.
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Upon Change in Control. If McAuxxxxx xxxcts Romelfanger elects to terminate his employment on account of the occurrence of a change in control, as defined in Paragraph (d) of Section 4, the Bank shall pay the amounts described in Subparagraph (i) below to McAuxxxxx Romexxxxxxx xx in the case of his death after commencement of payments to his estate or beneficiary and shall continue the benefits described in Subparagraph (ii) below until the completion of the payment of the amounts described in Subparagraph (ii)(B) below:
(i) The amounts to be paid as described above are:
A. MxXxxxxxx'x Rxxxxxxxxxx'x xxxrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal any portion of his Annual Base Salary through the Date of Termination that has not yet been paid; (2) any compensation previously deferred by McAuxxxxx Romelfanger (together with any accrued interest or earnings thereon) that has not yet been paid; and (3) any accrued but unpaid vacation pay; and
B. Sxxxxxxxx xxxments calculated on an annual basis and paid on a monthly basis, beginning one (1) month following the Date of Termination, and continuing for a total of one hundred twenty twenty-four (12024) consecutive months. The annual amount shall be determined by multiplying McAuxxxxx'x Annual Romexxxxxxx'x Xxxual Base Salary for the calendar year in which the Date of Termination occurs by a factor of two one and nineone-tenths half (2.91.50), then dividing by a factor of ten twenty-four (1024).
C. Amounts accrued under the Deferred Compensation Agreement dated December 31, 1994, attached as Exhibit C.
(ii) The benefits to be continued are benefits to McAuxxxxx xxx/or Romelfanger and/or his family at least as favorable as those that would have been provided to them under Paragraph (d)(ii) of Section 3 of this Agreement if McAuxxxxx'x Romexxxxxxx'x xxxloyment had continued until the completion of the payments of the amounts described in Subparagraph (ii)(B) above; provided, however, that during any period when McAuxxxxx Romexxxxxxx xx eligible to receive such benefits under another employer-provided plan, the benefits provided by the Bank under this subparagraph may cease. The foregoing notwithstanding, if the Bank is unable to continue to provide benefits to McAuxxxxx Romexxxxxxx xxx/or his family on account of his or their ceasing to be eligible for those benefits under the terms of the applicable plan or policy, then the Bank will pay to McAuxxxxx xxx/or Romelfanger and/or his family on a monthly basis the cost of providing medical, life and disability insurance of substantially equal or better coverage.
(iii) This subparagraph was intentionally deleted.
(iv) If the payments provided under this Agreement would constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), such payments shall be reduced to the largest amount as will result in no portion of the benefit under Paragraph 5(a) being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Bank under Section 280G of the Code.
Appears in 1 contract
Upon Change in Control. If McAuxxxxx xxxcts to terminate his employment on account of the occurrence of a change in control, as defined in Paragraph (d) of Section 4, the Bank shall pay the amounts described in Subparagraph (i) below to McAuxxxxx xx in the case of his death after commencement of payments to his estate or beneficiary and shall continue the benefits described in Subparagraph (ii) below until the completion of the payment of the amounts described in Subparagraph (i) below; and McAuxxxxx xxxll have the option described in Subparagraph (iii) below:
(i) The amounts to be paid as described above are:
A. MxXxxxxxx'x xxxrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal any portion of his Annual Base Salary through the Date of Termination that has not yet been paid; (2) any compensation previously deferred by McAuxxxxx (together with any accrued interest or earnings thereon) that has not yet been paid; and (3) any accrued but unpaid vacation pay; and
B. Sxxxxxxxx xxxments calculated on an annual basis and paid on a monthly basis, beginning one (1) month following the Date of Termination, and continuing for a total of one hundred twenty (120) consecutive months. The annual amount shall be determined by multiplying McAuxxxxx'x Annual Xxxual Base Salary for the calendar year in which the Date of Termination occurs by a factor of two and nine-tenths (2.9), then dividing by a factor of ten (10).
(ii) The benefits to be continued are benefits to McAuxxxxx xxx/or his family at least as favorable as those that would have been provided to them under Paragraph (d)(ii) of Section 3 of this Agreement if McAuxxxxx'x xxxloyment had continued until the completion of the payments of the amounts described in Subparagraph (i) above; provided, however, that during any period when McAuxxxxx xx eligible to receive such benefits under another employer-provided plan, the benefits provided by the Bank under this subparagraph may cease. The foregoing notwithstanding, if the Bank is unable to continue to provide benefits to McAuxxxxx xxx/or his family on account of his or their ceasing to be eligible for those benefits under the terms of the applicable plan or policy, then the Bank will pay to McAuxxxxx xxx/or his family on a monthly basis the cost of providing medical, life and disability insurance of substantially equal or better coverage.
(iii) McAuxxxxx xxxll have the option exercisable once or more than once, for a period of five (5) years from the Date of Termination, to elect to sell to CNBC some or all of his shares of stock in CNBC, in which event CNBC shall be obligated to purchase the shares as hereinafter provided. The foregoing election shall be subject, however, to the receipt by CNBC of whatever regulatory approvals are required. The exercise of this option by McAuxxxxx xxxll be evidenced by the giving of written notice to CNBC at any time or times prior to the fifth (5th) anniversary of the Date of Termination. The notice shall state the number of shares McAuxxxxx xxxhes to sell and his desired price per share (the "Desired Price"). The notice shall not be valid unless the minimum aggregate value of the shares to be sold based upon the Desired Price is One Hundred Fifty Thousand Dollars ($150,000). The closing of such purchase and sale shall take place at the office of CNBC at a date designated by CNBC, which date shall not be more than ninety (90) days following the date or dates of the notice of the exercise of the option to cause the purchase, and not less than ten (10) days following such date or dates. At the closing the purchase price shall be paid in full by cashier's check or the equivalent.
A. The price to be paid by CNBC for the shares will be determined in the following manner. CNBC and McAuxxxxx xxxll initially make a best efforts attempt to agree on the per share price for the shares. If they are unable to so agree, then within ten (10) days after the receipt by CNBC from McAuxxxxx xx his written notification of his desire to exercise his option, one appraiser shall be named by CNBC and one appraiser shall be named by McAuxxxxx, xx if this shall be a purchase after his death, by the personal representative of McAuxxxxx'x estate. The two appraisers shall complete their appraisals within forty-five (45) days of their appointments. If the value of the higher appraisal is no more than One Hundred and Ten Percent (110%) of the value of the lower, then the purchase price shall be the average of the two. If the value of the higher appraisal is more than One Hundred and Ten Percent (110%) of the value of the lower, then the two (2) appraisers shall agree upon and appoint a third appraiser, and the decision of the appraisers shall be made within five (5) days thereafter and shall be final on this issue. The average of the conclusions of the three (3) appraisers shall be utilized for purposes of determining the purchase price. If the price as finally determined is ninety-five percent (95%) or more of the Desired Price, McAuxxxxx xxxll be required to sell at that price at least the number of shares set forth in the notice which he gave the Bank. Except as provided in the following sentence, a per share price once determined under this Subparagraph A shall be valid and binding for all purposes of this Subparagraph (iii) for a period of six (6) months from the date of its determination. However, the Bank, in its sole discretion, may elect to have the price re-determined at any time during the six (6) month period utilizing the same procedure. All of the costs of obtaining these appraisals shall be borne by the Bank.
(iv) If the payments provided under this Agreement would constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), such payments shall be reduced to the largest amount as will result in no portion of the benefit under Paragraph 5(a) being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Bank under Section 280G of the Code.
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Upon Change in Control. If McAuxxxxx xxxcts to terminate his employment on account of the occurrence of a change in control, as defined in Paragraph (d) of Section 4, the Bank shall pay the amounts described in Subparagraph (i) below to McAuxxxxx xx in the case of his death after commencement of payments to his estate or beneficiary and shall continue the benefits described in Subparagraph (ii) below until the completion of the payment of the amounts described in Subparagraph (i) below:
(i) The amounts to be paid as described above are:
A. MxXxxxxxx'x xxxrued but unpaid cash compensation (the "Accrued Obligations"), which shall equal any portion of his Annual Base Salary through the Date of Termination that has not yet been paid; (2) any compensation previously deferred by McAuxxxxx (together with any accrued interest or earnings thereon) that has not yet been paid; and (3) any accrued but unpaid vacation pay; and
B. Sxxxxxxxx xxxments calculated on an annual basis and paid on a monthly basis, beginning one (1) month following the Date of Termination, and continuing for a total of one hundred twenty (120) consecutive months. The annual amount shall be determined by multiplying McAuxxxxx'x Annual Xxxual Base Salary for the calendar year in which the Date of Termination occurs by a factor of two and nine-tenths (2.9), then dividing by a factor of ten (10).
(ii) The benefits to be continued are benefits to McAuxxxxx xxx/or his family at least as favorable as those that would have been provided to them under Paragraph (d)(ii) of Section 3 of this Agreement if McAuxxxxx'x xxxloyment had continued until the completion of the payments of the amounts described in Subparagraph (i) above; provided, however, that during any period when McAuxxxxx xx eligible to receive such benefits under another employer-provided plan, the benefits provided by the Bank under this subparagraph may cease. The foregoing notwithstanding, if the Bank is unable to continue to provide benefits to McAuxxxxx xxx/or his family on account of his or their ceasing to be eligible for those benefits under the terms of the applicable plan or policy, then the Bank will pay to McAuxxxxx xxx/or his family on a monthly basis the cost of providing medical, life and disability insurance of substantially equal or better coverage.
(iii) THIS SUBPARAGRAPH WAS INTENTIONALLY DELETED
(iv) If the payments provided under this Agreement would constitute a "parachute payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), such payments shall be reduced to the largest amount as will result in no portion of the benefit under Paragraph 5(a) being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Bank under Section 280G of the Code.
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