Xxxxxxxxx Xxxefits. If the Employee's employment with Employer is terminated (i) by Employer (or by the acquiring or successor business entity following a Change of Control) other than for Cause or death, or (ii) by the Employee for Good Reason, in either event within a period beginning one hundred and eighty (180) days before, and ending two (2) years after, the date of a Change of Control (the "Change Period"), the Employee shall receive a severance benefit in an amount equal to the sum of:
(1) the Employee's highest annual cash base salary in effect within two (2) years immediately preceding the Change of Control; plus
(2) the average of the Employee's annual bonuses paid for the two (2) calendar years immediately preceding the Change of Control. In addition, for eighteen months following the date of termination of the Employee's employment in circumstances in which a severance payment is due hereunder, Employer shall provide the Employee health and other welfare benefits that are not less favorable to the Employee than those to which he was entitled immediately prior to the Change in Control. Provided however, Employer shall have no obligation to provide Employee with any compensation under this Paragraph 7 if Employee is in breach or violation of any of the covenants contained in Paragraph 4.
Xxxxxxxxx Xxxefits. Severance Benefits shall mean those benefits to which the Executive is entitled in the event he voluntarily terminates his employment, his employment is terminated as a result of his total disability, or he is discharged by the Bank without cause.
Xxxxxxxxx Xxxefits. Severance Benefits shall mean those benefits to which the Executive is entitled in the event he is discharged by the Corporation without due cause. Any dispute as to determination of "due cause" shall be subject to the terms of Article VI.B., "Claims Procedure".
Xxxxxxxxx Xxxefits. Severance Benefits" shall mean the benefits described in Section 3(A) hereof.
Xxxxxxxxx Xxxefits. Subject to Sections 3(B), 3(C), 3(D) and 4(D)(ii) hereof, in the event of Officer's Involuntary Termination or Officer's Proper Reason Termination, Company will:
(i) pay to Officer an amount equal to the multiple of Officer's Base Pay specified in Exhibit B hereto, payable in the number of substantially equal monthly installments specified in Exhibit B, and commencing as soon as practicable following the Date of Termination;
(ii) pay to Officer, for a period of twelve (12) months starting on the Date of Termination, an amount equal to the portion of the monthly premiums (to the extent such premiums are due) for Officer's health, dental, and vision that is equivalent to the portion of the monthly premiums for such coverages that Company pays on behalf of similarly situated officers employed by Company during such twelve (12) month period; and
(iii) provide executive life insurance for a period of twelve (12) months in the same manner that Company provides such coverage on behalf of similarly situated officers employed by Company during such twelve (12) month period; and.
(iv) pay for outplacement services for Officer of the type customarily provided by Company to officers at the time of Officer's Involuntary Termination or Proper Reason Termination. Company's obligation to pay the amounts specified in Section 3(A)(ii) above shall be reduced by any and all amounts Company pays toward Officer's health, dental, and vision with respect to periods after the Date of Termination. Revised March 5, 2001 5 6 B. Suspension or Termination of Severance Benefits: Nonentitlement.
Xxxxxxxxx Xxxefits. 22 4.2. Qualifying Circumstance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 4.3.
Xxxxxxxxx Xxxefits. Executive shall be entitled to receive the Severance Benefits described in Section 4.3 hereof provided there has been a Change of Control of the Company, not later than the end of the twenty-fourth month which begins after the month in which the Change of Control of the Company occurs(1), Executive experiences a Qualifying Circumstance and Executive signs a Receipt and Release and delivers it to the Company. Executive shall not be entitled to receive Severance Benefits if his or her employment is terminated for Cause or ends as a result of Executive becoming Disabled, Retiring, dying or resigning without Good Reason.
