(e) Voluntary Termination by Executive. In addition to the Executives other rights to terminate employment under this Agreement, the Executive may voluntarily terminate employment during the term of this Agreement upon at least sixty (60) days prior written notice to the Board. Upon Executives voluntary termination, the executive will only receive compensation and vested rights and benefits earned through the date of termination along with any expense reimbursements due through such date, unless otherwise agreed by the Company, or the Bank, and the Executive. Following termination of employment under this Section, the Executive will be subject to the restrictions set forth in Section 9 of this Agreement.
(f) Termination Without Cause.
(i) The Bank may, by written notice to Executive, immediately terminate his employment at any time for a reason other than for cause (a termination Without Cause). Any termination of Executives employment, other than Termination for Cause, shall have no effect on or prejudice the vested rights of Executive under the Banks qualified or non-qualified retirement, pension, savings, thrift, profit-sharing or stock bonus plans, group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance plans or other employee benefit plans or programs, or compensation plans or programs in which Executive was a participant.
(ii) In the event of termination under this Section 6(f), the Bank shall pay Executive or, in the event of Executives subsequent death, Executives estate, the amount equal to Executives Base Salary through the remaining Term or applicable renewal as set forth in this Agreement. Such payment shall be payable within thirty (30) days following Executives date of termination, and will be subject to applicable withholding taxes.
(iii) In addition, the Bank will continue to provide to Executive with life insurance coverage and non-taxable medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination. Such life insurance coverage and non-taxable medical and dental insurance coverage shall cease upon the earlier of (i) the greater of one (1) calendar year or the end of the term of this Agreement, subject to applicable renewals, whichever is longer; (ii) with respect to each such coverage (e.g., life insurance, medical and/or dental coverage), the date on which such substantially comparable coverage is made available to the Executive through subsequent employment; or (3) the date Executive becomes eligible for Medicare coverage.
(g) Termination and Board Membership. To the extent Executive is a member of the board of directors of the Bank, or any of its affiliates and subsidiaries, on the date of termination of employment with the Bank, unless mutually agreed, said termination of employment shall be deemed automatic resignation by Executive from any and all of the boards of directors, and such resignation will not be conditioned upon any event or payment.
7. CHANGE IN CONTROL
(a) Change in Control Defined. For purposes of this Agreement, a Change in Control shall mean a change in the effective control of the Company or Bank, and shall be deemed to occur on the earliest of any of the following events:
(i) MERGER: The Company or the Bank merges into or consolidates with another corporation, or merges another corporation into the Company or the Bank, and as a result less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;