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.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) 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 within the Protected Period, time periods set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
, and (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, Date based upon the benefit levels substantially equal to those that the Company Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Company 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 may voluntarily terminate her employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary termination occurs within the time periods set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move her personal residence, or perform her principal executive functions, more than thirty (30) miles from her primary office; (ii) a material reduction in the Employee's base compensation, as the same may be changed by mutual agreement from time to time other than in connection with an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank if the Employee was serving on the Board on the Effective Date or was otherwise elected to the Board during the term of this Agreement; (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with her employment with the Bank; or (vii) a material reduction in the secretarial or other administrative support of the Employee other than in connection with an institution-wide reduction in force.
(3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") becomes applicable to payments made under this Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (First Lancaster Bancshares Inc)
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate her 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 tradeabletradable" 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.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) 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 within the Protected Period, time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the any salary provided pursuant to Section 3 2 hereof, up to the date of expiration date of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
, and (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, 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 (10) days of such termination.
(2) The Employee may voluntarily terminate her employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary 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 requirement that the Employee move her personal residence, or perform her principal executive functions, more than thirty (30) miles from her primary office; (ii) a material reduction in the Employee's base compensation, as the same may be changed by mutual agreement from time to time other than in connection with an institution-wide reduction; (iii) the failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Company which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by her; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Company if the Employee was serving on the Board on the Effective Date or was otherwise elected to the Board during the term of this Agreement; (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with her employment with the Company; or (vii) a material reduction in the secretarial or other administrative support of the Employee other than in connection with an institution-wide reduction in force.
(3) In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") becomes applicable to payments made under this Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (First Lancaster Bancshares Inc)
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate her 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 Sec. 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 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.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (i) The Board may, by written notice to the Employee, immediately terminate her 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 Periodfollowing a Change in Control (as hereinafter defined), in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "“Expiration Date"”), plus said salary for an additional 12-month period,
and (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 ’s election, either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits (excluding stock options) 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 Bank provided for the Employee at the date of termination of employment employment, or (B) continued participation under such Company Bank benefit plans through the Expiration Date, but only to the extent the Employee continues to qualify for participation therein. All amounts .
(ii) The Employee may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing and which has not been corrected by the Bank within 30 days after notice from the Employee (unless such voluntary termination occurs following a Change in Control, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office; (ii) a material reduction in the Employee’s base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; or (v) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank.
(iii) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be paid, at reduced to the option extent that on the date of the Employee’s termination of employment, either the present value of the benefits payable under clauses (Id)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in periodic Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), becomes applicable to payments through made under this Section 9(d), and the Expiration Datepayments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, or (IIthe payments shall be reduced as provided by Section 11(a)(2) in one lump sum within ten days of such terminationthis Agreement.
Appears in 1 contract
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. 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 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.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) The ---------------------------------------------- Board may, by written notice to the Employee, immediately terminate her 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 within the Protected Period, time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the any salary provided pursuant to Section 3 2 hereof, up to the date of expiration date of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
, and (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, 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 (10) days of such termination.
(2) The Employee may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary 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 requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office; (ii) a material reduction in the Employee's base compensation, as the same may be changed by mutual agreement from time to time other than in connection with an institution-wide reduction; (iii) the failure by the Company to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Company which, directly or indirectly, would materially reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Company if the Employee was serving on the Board on the Effective Date or was otherwise elected to the Board during the term of this Agreement; (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Company; or (vii) a material reduction in the secretarial or other administrative support of the Employee other than in connection with an institution-wide reduction in force.
(3) In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") becomes applicable to payments made under this Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (First Lancaster Bancshares Inc)
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate her 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, 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) 3 hereof, provided that the Employee shall not be entitled to such put option if, if on the date the Employee terminates employment, either the Employee does not own any common stock of the Bank Association or an affiliated company, or such common stock is "readily tradeable" within the meaning of Code Sec. Cod 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, Date based upon the benefit levels substantially equal to those that the Company Association provided for the Employee at the date of termination of employment or (B) continued participation under such Company Association 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).
(3) A put option deliverable to the Employee pursuant to this Section 10(d) shall, at a minimum, obligate the Association and any successor to purchase any shares of its common stock are the common stock of any affiliated company that the Employee owns on the date of terminating employment. The terms of such purchase shall be set forth in a written instrument prepared and executed by the Association, and shall require that (i) the purchase price be no less than the appraised value of such stock, determined in accordance with Code Section 401(a)(28)(C), by an appraiser mutually agreed upon by the Employee and the Association, as of the last day of the
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) 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, 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) 3 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, Date based upon the benefit levels substantially equal to those that the Company Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Company 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).
(3) A put option deliverable to the Employee pursuant to this Section 10(d) shall, at a minimum, obligate the Bank and any successor to purchase any shares of its common stock and the common stock of any affiliated company that the Employee owns on the date of terminating employment. The terms of such purchase shall be set forth in a written instrument prepared and executed by the Bank, and shall require that (i) the purchase price be no less than the appraised value of such stock, determined in accordance with Code Sec. 401(a)(28)(C) by an appraiser mutually agreed upon by the Employee and the Bank, as of the last day of the fiscal year in which the Employee's employment terminates, and (ii) the Bank make such payment as soon as practicable after the Bank receives said appraisal.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate her 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 Periodfollowing a Change in Control (as hereinafter defined), in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "“Expiration Date"”), plus said salary for an additional 12-month period,
, and (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 ’s election, either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits (excluding stock options) 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 Bank provided for the Employee at the date of termination of employment employment, or (B) continued participation under such Company Bank benefit plans through the Expiration Date, but only to the extent the Employee continues to qualify for participation therein. All amounts .
(2) The Employee may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing and which has not been corrected by the Bank within 30 days after notice from the Employee (unless such voluntary termination occurs following a Change in Control, in which event the benefits and compensation provided for in Section 11 shall apply): (i) the requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office; (ii) a material reduction in the Employee’s base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; (v) a failure to elect or re-elect the Employee to the Board of Directors of the Bank; or (vi) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank.
(3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be paid, at reduced to the option extent that on the date of the Employee’s termination of employment, either the present value of the benefits payable under clauses (Id)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in periodic Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), becomes applicable to payments through made under this Section 9(d), and the Expiration Datepayments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, or (IIthe payments shall be reduced as provided by Section 11(a)(2) in one lump sum within ten days of such terminationthis Agreement.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) The Board may, by ------------------------------------------- written notice to the Employee, immediately terminate her 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, 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) 3 hereof, provided that the Employee shall not be entitled to such put option if, 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 SecCod ss. 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, Date based upon the benefit levels substantially equal to those that the Company Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Company 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).
(3) A put option deliverable to the Employee pursuant to this Section 10(d) shall, at a minimum, obligate the Bank and any successor to purchase any shares of its common stock are the common stock of any affiliated company that the Employee owns on the date of terminating employment. The terms of such purchase shall be set forth in a written instrument prepared and executed by the Bank, and shall require that (i) the purchase price be no less than the appraised value of such stock, determined in accordance with Code Sec. 401(a)(28)(C), by an appraiser mutually agreed upon by the Employee and the Bank, as of the last day of the fiscal year in which the Employee's employment terminates, and (ii) the Bank make such payment as soon as practicable after the Bank receives said appraisal.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (i) The Board may, by written notice to the Employee, immediately terminate her 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 within the Protected Periodtime period set forth in Section 11(b) hereof, in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "“Expiration Date"”), plus said salary for an additional 12-month period,
and (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 ’s election, either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits (excluding stock options) 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 Bank provided for the Employee at the date of termination of employment employment, or (B) continued participation under such Company 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.
(ii) The Employee may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary 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 requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office; (ii) a material reduction in the Employee’s base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; or (v) a material diminution or reduction in the Employee’s responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank.
(iii) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee’s termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), becomes applicable to payments made under this Section 9(d), and the payments exceed the “Maximum Amount” as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) The Board may, ------------------------------------------ by written notice to the Employee, immediately terminate her 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 within the Protected Period, time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
, but in no event more than the amount specified in the first sentence of Section 11(a)(1) and (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 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, 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 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 may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within 90 days following the occurrence of any of the following events, wich has not been consented to in advance by the Employee in writing (unless such voluntary 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 requirement that the Employee move his personal residence, or perform his principal executive functions, more than 30 miles from his primary office; (ii) a material reduction without reasonable cause in the Employee's base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced at Section 1; (v) a failure to reelect the Employee to the Board if he is then serving on the Board; (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank; or (vii) a material reduction in the secretarial or other administrative support of the Employee.
(3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee's termination of employment, the present value of the benefits payable under clauses (d)(1)(i)and (ii) hereof exceeds the limitation on severance benefits that is set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision ("OTS"), as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") becomes applicable to payments made under this Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Without Just Cause; Constructive Discharge. The Board may, by written notice to the Employee, immediately terminate her 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 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.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) The Board may, by written notice to the Employee, immediately terminate her 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 within the Protected Periodtime period set forth in Section 11(b) hereof, in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
, and (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 election, either (A) cash in an amount equal to the cost to the Employee of obtaining all health, life, disability and other benefits (excluding stock options) 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 Bank provided for the Employee at the date of termination of employment employment, or (B) continued participation under such Company 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 may voluntarily terminate his employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary 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 requirement that the Employee move his personal residence, or perform his principal executive functions, more than thirty (30) miles from his primary office; (ii) a material reduction in the Employee's base compensation, unless part of an institution-wide reduction; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to him under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him, unless part of an institution-wide reduction; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with his position as referenced in Section 1; (v) a failure to elect or re-elect the Employee to the Board of Directors of the Bank; or (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with his employment with the Bank.
(3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds any limitation on severance benefits that is imposed by the Office of the Comptroller of the Currency (the "OCC") on such benefits. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), becomes applicable to payments made under this Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) 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 within the Protected Period, time period set forth in Section 11(b) hereof in which event the benefits and compensation provided for in Section 12 11 shall apply):
): (i) the salary provided pursuant to Section 3 2 hereof, up to the expiration date of termination of the term as provided in Section 5 hereof (including any renewal term) of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period,
, and (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, Date based upon the benefit levels substantially equal to those that the Company Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Company 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 may voluntarily terminate her employment under this Agreement, and the Employee shall thereupon be entitled to receive the compensation and benefits payable under Section 9(d)(1) hereof, within ninety (90) days following the occurrence of any of the following events, which has not been consented to in advance by the Employee in writing (unless such voluntary 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 requirement that the Employee move her personal residence, or perform her principal executive functions, more than thirty (30) miles from her primary office; (ii) a material reduction in the Employee's base compensation; (iii) the failure by the Bank to continue to provide the Employee with compensation and benefits provided for under this Agreement, as the same may be increased from time to time, or with benefits substantially similar to those provided to her under any of the employee benefit plans in which the Employee now or hereafter becomes a participant, or the taking of any action by the Bank which would directly or indirectly reduce any of such benefits or deprive the Employee of any material fringe benefit enjoyed by him; (iv) the assignment to the Employee of duties and responsibilities materially different from those normally associated with her position as referenced at Section 1; (v) a failure to elect or reelect the Employee to the Board of Directors of the Bank; (vi) a material diminution or reduction in the Employee's responsibilities or authority (including reporting responsibilities) in connection with her employment with the Bank; or (vii) a material reduction in the secretarial or other administrative support of the Employee.
(3) Notwithstanding the foregoing, but only to the extent required under federal banking law, the amount payable under clause (d)(1)(i) hereof shall be reduced to the extent that on the date of the Employee's termination of employment, the present value of the benefits payable under clauses (d)(1)(i) and (ii) hereof exceeds the limitation on severance benefits that is set forth in Regulatory Bulletin 27a of the Office of Thrift Supervision, as in effect on the Effective Date. In the event that Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") becomes applicable to payments made under this Section 9(d), and the payments exceed the "Maximum Amount" as defined in Section 11(a)(1) hereof, the payments shall be reduced as provided by Section 11(a)(2) of this Agreement.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) The Board may, by ----------------------------------------------- written notice to the Employee, immediately terminate her 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, 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) 3 hereof, provided that the Employee shall not be entitled to such put option if, 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 tradeabletradable" 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, Date based upon the benefit levels substantially equal to those that the Company Bank provided for the Employee at the date of termination of employment or (B) continued participation under such Company 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).
(3) A put option deliverable to the Employee pursuant to this Section 10(d) shall, at a minimum, obligate the Bank and any successor to purchase any shares of its common stock are the common stock of any affiliated company that the Employee owns on the date of terminating employment. The terms of such purchase shall be set forth in a written instrument prepared and executed by the Bank, and shall require that (i) the purchase price be no less than the appraised value of such stock, determined in accordance with Code Sec. 401(a)(28)(C), by an appraiser mutually agreed upon by the Employee and the Bank, as of the last day of the fiscal year in which the Employee's employment terminates, and (ii) the Bank make such payment as soon as practicable after the Bank receives said appraisal.
Appears in 1 contract
Without Just Cause; Constructive Discharge. (1) 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, 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) 3 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 Association or an affiliated company, or such common stock is "readily tradeable" within the meaning of Code Sec. 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, Date based upon the benefit levels substantially equal to those that the Company Association provided for the Employee at the date of termination of employment or (B) continued participation under such Company Association 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).
(3) A put option deliverable to the Employee pursuant to this Section 10(d) shall, at a minimum, obligate the Association and any successor to purchase any shares of its common stock and the common stock of any affiliated company that the Employee owns on the date of terminating employment. The terms of such purchase shall be set forth in a written instrument prepared and executed by the Association, and shall require that (i) the purchase price be no less than the appraised value of such stock, determined in accordance with Code Section 401(a)(28)(C) by
Appears in 1 contract
