Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate Employee’s employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs within the time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) The annual amount of base compensation under Section 2 of this Agreement at the rate then in effect; (ii) the amount of incentive compensation actually payable to the Employee under the Company’s incentive compensation program in effect during the Employee’s year of termination as if the Employee had not terminated employment during the incentive period prorated based on the number of days Employee was employed during the incentive period; provided, however, that any stock based compensation that would otherwise be issued in accordance with any incentive compensation program (i.e., options, stock grants, SARs, etc.) shall instead be settled in a cash payment payable as set forth below; and (iii) continued participation under the Company’s benefit plans (other than the incentive compensation program) through the Expiration Date but only to the extent the Employee continues to qualify for participation therein, with the Company maintaining its same level of contributions as immediately prior to the termination; provided, however, that to the extent such benefits include payments for medical expenses that are allowable as a deduction under Code Section 213, the Company will maintain its same level of contributions as immediately prior to the termination but only during the period of time the Employee would be entitled to continuation coverage under the Company’s group health plan pursuant to Code Section 4980B (COBRA coverage). The Company will pay the amount due under subsection (d)(1)(i) to the Employee in a single lump sum cash payment within [45] days of the date of the Employee’s termination. The Company will pay the amount due under subsection (d)(1)(ii) to the Employee at the same time as the Company pays other participants in the applicable incentive compensation program but in no event later than the fifteenth day of the third month of the taxable year following the taxable year containing the last day of the applicable incentive period.
(2) The Employee may voluntarily terminate employment under this Agreement, in which case the Employ...
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Executive, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the Expiration Date, plus said salary for an additional 12-month period, and (ii) at the Executive's election either (A) cash in an amount equal to the Present Value of the cost to the Executive of obtaining all health, life, disability and other benefits which the Executive would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive shall be paid, at the option of the Executive, either in periodic payments through the Expiration Date, or in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments).
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate her employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply):
(i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
(ii) a put option meeting the requirements set forth in subsection (f) hereof, provided that the Employee shall not be entitled to such put option if, on the date the Employee terminates employment, either the Employee does not own any common stock of the Bank or an affiliated company, or such common stock is "readily tradeable" within the meaning of Code Sec. 401(a)(28)(C); and
(iii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment or (B) continued participation under such Company benefit plans through the Expiration Date, but only to the extent the Employee continues to qualify for participation therein. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination.
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply):
(i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and
(ii) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment. All amounts payable to the Employee shall be paid, at the option of the Employee, in one lump sum within ten days of such termination.
Without Just Cause; Constructive Discharge. (1) The Boards of Directors of the Bank and the Company may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period in which event the benefits and compensation provided for in Section 12 shall apply): (I) the salary provided pursuant to Section 3 hereof, up to the later of the expiration date of this Agreement (including any renewal term) of this Agreement and the date that is 12 months after the employee's last day of employment, and (ii) long-term disability and such medical benefits as are available to the Employee under the provisions of COBRA for eighteen (18) months. All amounts payable to the Employee shall be paid in one lump sum within ten (10) days of such termination.
(2) The Employee shall be entitled to receive the compensation and benefits payable under subsection 10(d)(1) hereof in the event that the Employee voluntarily terminates employment within 90 days of an event that constitutes Good Reason (unless such voluntary termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply).
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply):
(i) the salary provided pursuant to Section 3 hereof, together with accrued incentive pay (based on the level of such pay for the year in which the termination occurs) for a period of three years following termination of employment, and
(ii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate for a period of three years following termination of employment, based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Bank benefit plans for a period of three years following termination of employment, to the extent the Employee continues to qualify for participation therein. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments, through the Expiration Date, or (II) in one lump sum within ten days of such termination.
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply). All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments, through the Expiration Date, or (II) in one lump sum within ten days of such termination.
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement including any renewal term (the "Expiration Date"), and (ii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Employee continues to qualify for participation therein. All amounts payable to the Employee shall be paid, at the option of the Employee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten (10) days of such termination.
(2) The Employee shall be entitled to receive the compensation and benefits payable under subsection 10(d)(1) hereof in the event that the Employee voluntarily terminates employment within 90 days of an event that constitutes Good Reason, (unless such voluntary termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply).
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply):
(i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
(ii) a put option meeting the requirements set forth in subsection (f) hereof, provided that the Employee shall not be entitled to such put option if, on the date the Employee terminates employment, either the Employee does not own any common stock of the Bank or an affiliated company, or such common stock is "readily tradeable" within the meaning of Code Section 401(a)(28)(C); and
(iii) at the Employee's election either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits which the Employee would have been eligible to participate in through the Expiration Date, based upon the benefit levels substantially equal to those that the Company provided for the Employee at the date of termination of employment or (B) continued participation under
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Employee shall be entitled to receive three times his Total Compensation as well as continued medical and dental insurance in accordance with Section 5(c) of this Agreement.
