Termination Benefits Clause Example with 12 Variations from Business Contracts
This page contains Termination Benefits clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive: (i) a lump sum cash payment equal to two (2) times the Executive's (i) Base Salary and (ii) the highest rate of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding t...axes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G.View More
Variations of a "Termination Benefits" Clause from Business Contracts
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for terminated within one year of a reason other than Cause, Change in Control, Executive shall receive: (i) receive a lump sum cash payment equal to two (2) times the 12 months of Executive's (i) Base Salary and (ii) the highest rate ...of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. base salary. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be based on Executive's base salary in effect as of her termination date and made within ten (10) not later than five days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3. shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) $1.00 less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Section 3. View More
Termination Benefits. (a) If, Cash benefit. If Executive's employment is terminated involuntarily but without Cause or voluntarily but with Good Reason, in connection with or within twelve (12) months after either case at any time during the term of this Agreement and following a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for shall make a reason other than Cause, lump-sum payment to Executive shall rec...eive: (i) a lump sum in cash payment in an amount equal to two (2) times Executive's base salary (at the Executive's (i) Base Salary and (ii) the highest rate of bonus paid to Executive during the three (3) years in effect immediately prior to termination, subject to applicable withholding taxes, payable the Change in Control or, if higher, the rate in effect at the time Executive terminates employment). Unless a single lump sum delay in payment is required under Section 16 of this Agreement, the payment required under this Section 3(a) shall be made within ten (10) calendar five (5) business days following after Executive's termination of employment; and (ii) employment. If Executive's employment is terminated involuntarily but without Just Cause before the Change in Control occurs but after the Bank will or the Company has entered into an agreement to effect a transaction that would constitute a Change in Control, then this Agreement shall not terminate and, for purposes of this Agreement, Executive's employment shall be deemed to have terminated immediately after the Change in Control and, unless delay is required under Section 16 of this Agreement, Executive shall be entitled to the cash benefit under this Section 3(a) within five (5) business days after the Change in Control. 3 (b) Continued Benefits. If Executive becomes entitled to the cash benefit under Section 3(a) of this Agreement, the Bank shall also continue to provide to Executive and the Executive's his covered dependents with non-taxable medical and life insurance, non-taxable medical, vision, and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive and his dependents immediately prior to Executive's termination under the same cost-sharing arrangements that apply for active employees of employment. Such the Bank as of Executive's date of termination. This continued coverage shall cease upon the expiration of twenty-four (24) full calendar months after from Executive's date of termination. Notwithstanding anything herein The period of continued health coverage required by Section 4980B(f) of the Code shall run concurrently with the coverage period provided under this Section 3(b). If the Bank cannot provide the benefits set forth in this Section 3(b) because Executive is no longer an employee, applicable rules and regulations prohibit the benefits in the manner contemplated, or it would subject the Bank to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, shall pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount value of the benefits (or or the remainder value of such amount) that Executive is no longer permitted to receive in kind. Such lump sum the remaining benefits at the time of the determination. The cash payment shall be required to be made in a lump sum within ten (10) thirty (30) days following after the later of Executive's date of termination of employment or the determination that effective date of the payment rules or provision of such regulations prohibiting the benefits would subject or subjecting the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. penalties. View More
Termination Benefits. (a) If, in connection a. If Executive's employment is voluntarily (in accordance with Section 2a. of this Agreement) or involuntarily terminated within twelve (12) months after one (1) year of a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive: (i) i. a lump sum cash payment equal to two (2) 1.0 times the Executive's (i) Base Salary... and (ii) "base amount," within the highest rate meaning of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), payments "Code"). Such payment shall be made not later than five (5) days following Executive's termination of employment under this Section 3. ii. Continued benefit coverage under all Association health and welfare plans (as defined in accordance with Section (3)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C. Sec. 1002(1), and applicable regulations thereunder) which Executive participated in as of the date of the Change in Control (collectively, the "Employee Benefit Plans") for a period of twelve (12) months following Executive's termination of employment. Said coverage shall be delayed until provided under the first day of same terms and conditions in effect on the seventh month following the Executive's date of termination. (iv) For Executive's termination of employment. Solely for purposes of this Agreement, a "termination of employment" benefits continuation under the Employee Benefit Plans, Executive shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease be deemed to a level that is less than 50% of the average level of bona fide services performed (whether as be an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) active employee. b. Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. 280G, with the reduction to be made first to the payment due under Section 3.a.i. of this agreement. View More
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for terminated within two (2) years of a reason other than Cause, Change in Control Executive shall receive: (i) {i) a lump sum cash payment equal to two (2) times the Executive's (i) Base Salary and (ii) "base amount," within the high...est rate meaning of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), payments "Code"). Such payment shall be made not later than five (5) days following Executive's termination of employment under this Section 3. (ii) Continued benefit coverage under all Bank health and welfare plans which Executive participated in as of the date of the Change in Control (collectively, the '"Employee Benefit Plans") for a period of twenty-four (24) months following Executive's termination of employment. Said coverage shall be delayed until provided under the first day of same terms and conditions in effect on the seventh month following the Executive's date of termination. (iv) For Executive's termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Agreement, a "termination Section 3(a) cannot be provided under the terms of employment" any Employee Benefit Plan, the Bank shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such enter into alternative arrangements that the Employer and the will provide Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. with comparable benefits. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") "'Termination Benefits'") constitute an "excess ''excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering ''Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," amount" as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. View More
Termination Benefits. 3170527.2 (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for terminated within two (2) years of a reason other than Cause, Change in Control, Executive shall receive: (i) a (i)a lump sum cash payment equal to two (2) 2 times the Executive's (i) Base Salary and (ii) "base amount," w...ithin the highest rate meaning of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), payments "Code"). Such payment shall be made not later than five (5) days following Executive's termination of employment under this Section 3. (ii)Continued benefit coverage under all Bank health and welfare plans which Executive participated in as of the date of the Change in Control (collectively, the "Employee Benefit Plans") for a period of twenty-four 24 months following Executive's termination of employment. Said coverage shall be delayed until provided under the first day of same terms and conditions in effect on the seventh month following the Executive's date of termination. (iv) For Executive's termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Agreement, a "termination Section 3(a) cannot be provided under the terms of employment" any Employee Benefit Plan, the Bank shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such enter into alternative arrangements that the Employer and the will provide Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. with comparable benefits. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. 4. Notice of Termination. (a) Any purported termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. 4170527.2 (b)"Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a termination for Just Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given). View More
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for terminated within one (1) year of a reason other than Cause, Change in Control, Executive shall receive: (i) a lump sum cash payment equal to two (2) one (1) times the Executive's (i) Base Salary and (ii) the highest rate her annua...l base salary as of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's his termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. date. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) not later than five (5) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3. 3 (ii) Continued benefit coverage under all Bank health and welfare plans which Executive participated in as of the date of the Change in Control (collectively, the "Employee Benefit Plans") for a period of twelve (12) months following Executive's termination of employment. Said coverage shall be delayed until provided under the first day of same terms and conditions in effect on the seventh month following the Executive's date of termination. (iv) For Executive's termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Agreement, a "termination Section 3(a) cannot be provided under the terms of employment" any Employee Benefit Plan, the Bank shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such enter into alternative arrangements that the Employer and the will provide Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. with comparable benefits. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") or otherwise by the Company or the Bank constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The reduction required hereby among the Termination Benefits provided by this Section 3 shall be made to the payments and benefits provided under this Agreement. View More
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason If Executive's employment is voluntarily (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for terminated within two (2) years of a reason other than Cause, Change in Control, Executive shall receive: (i) a 3170527.2 (i)a lump sum cash payment equal to two (2) three (3) times the Executive's (i) Base Salary and (ii) "base am...ount," within the highest rate meaning of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), payments "Code"). Such payment shall be made not later than five (5) days following Executive's termination of employment under this Section 3. (ii)Continued benefit coverage under all Bank health and welfare plans which Executive participated in as of the date of the Change in Control (collectively, the "Employee Benefit Plans") for a period of thirty-six (36) months following Executive's termination of employment. Said coverage shall be delayed until provided under the first day of same terms and conditions in effect on the seventh month following the Executive's date of termination. (iv) For Executive's termination of employment. Solely for purposes of benefits continuation under the Employee Benefit Plans, Executive shall be deemed to be an active employee. To the extent that benefits required under this Agreement, a "termination Section 3(a) cannot be provided under the terms of employment" any Employee Benefit Plan, the Bank shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such enter into alternative arrangements that the Employer and the will provide Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. with comparable benefits. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. 4. Notice of Termination. (a) Any purported termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. (b)"Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a termination for Just Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given). View More
Termination Benefits. (a) If, in connection with or within twelve (12) months after If a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) Control occurs during the term of this Agreement) Agreement and within one year thereafter, the Executive's employment terminates involuntarily without Cause or if the Bank involuntarily Executive voluntarily terminates his employment for a reason other than Cause, Executive with Good Reason the Bank shall receive: (i) a make or cause to be made...: (i)a lump sum cash payment equal to two (2) one (1) times the Executive's (i) Base Salary and (ii) the highest rate of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. then current base salary. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within not later than ten (10) days following Executive's termination of employment or employment. Notwithstanding the determination that foregoing, if applicable, the payment or provision of such benefits would subject the Bank will not be made to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 until after obtaining the proper regulatory approval to make the payment and, if that is the case, the Bank will make the payment within ten (10) days of obtaining such regulatory approval. In addition to the cash severance benefit provided for under this Section 3(a)(i) the Bank shall provide or cause to be delayed until provided post-termination insurance coverage described in Section 3(a)(ii) below, subject to the first day provisions of the seventh month following the Executive's date of termination. (iv) For purposes Section 3(c) of this Agreement, a "termination of employment" Agreement. (ii)Continued medical, dental and life insurance coverage for Executive and his dependents at the Bank's expense. The medical, dental and life insurance coverage shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a continue for twelve months following termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. employment. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs this Agreement (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall first be made from any cash severance due Executive. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to this Section 3, below zero. 3 (c) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and welfare benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a "Specified Employee" (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Event of Termination in excess of the "permitted amount" under Section 409A of the Code. For these purposes the "permitted amount" shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive's annualized compensation based upon the annual rate of pay for services provided to the Corporation for the calendar year preceding the year in which Executive has an Event of Termination, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the Event of Termination. The payment of the "permitted amount" shall be made within sixty (60) days of the occurrence of the Event of Termination. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following the Event of Termination. "Specified Employee" shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual shall be a "Specified Employee" only if the Bank is a publicly-traded institution or the subsidiary of a publicly-traded holding company. (d) If under the terms of the applicable policy or policies for the insurance benefits specified in Section 3(a)(ii) of this Agreement it is not possible to continue coverage for the Executive and his dependents, the Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had the Executive's employment not terminated, assuming continued coverage for twelve (12) months following a Change in Control. View More
Termination Benefits. (a) If, in connection with or If within twelve (12) months after one (1) year of a Change in Control, Executive's employment is involuntarily terminated for reasons other than Just Cause or Executive resigns elects to terminate her employment for Good Reason "Good Reason" (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive: (i) a (i)a lump sum cash payment equal to two (2) times eighteen... (18) months of the Executive's (i) Base Salary and (ii) then current base salary or her base salary as of the highest rate date of bonus paid the Change in Control, whichever is greater. Such payment shall be made not later than five (5) days following Executive's termination of employment. In addition to Executive during the three (3) years prior cash severance benefit provided for under this Section 3(a)(i) the Bank shall provide or cause to termination, be provided post-termination insurance coverage described in Section 3(a)(ii) below, subject to applicable withholding taxes, payable the provisions of Section 3(c) of this Agreement. 2 (ii)Continued health and dental insurance coverage for Executive and her dependents at the Bank's expense. The health and dental insurance coverage shall continue until the first to occur: (x) Executive's attainment of age 65, (y) Executive's death or (z) twelve (12) months after Executive's termination of employment. To the extent that benefits required under this Section 3(a)(ii) cannot be provided under the terms of any employee benefit plan maintained by the Bank or a successor to the Bank, the Bank (or its successor) shall pay to the Executive in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a an amount in cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A present value of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following Bank's projected cost to maintain that particular insurance benefit (and associated income tax gross-up benefit, if applicable) had the Executive's date of termination. (iv) For purposes employment not terminated, assuming continued coverage for twelve (12) months. (b) Notwithstanding any other provisions of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such event that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs this Agreement or otherwise, which are deemed to be parachute payments as defined in Section 280G of the Code or any successor thereof (the "Termination Benefits") constitute Benefits"), would be deemed to include an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Code, then the Termination Benefits will shall be reduced, if necessary, reduced to an amount (the "Non-Triggering Amount"), the a value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive's "base amount," as determined in accordance with said Section 280G. 280G of the Code. The allocation of the reduction required hereby among the Termination Benefits shall first be made from any cash severance benefit due under Section 3(a)(i) of this Agreement. Nothing contained in this Agreement shall result in a reduction of any payments or benefits to which the Executive may be entitled upon termination of employment other than pursuant to Sections 3 hereof or a reduction in the payments and benefits specified, below zero. (c) The parties to this Agreement intend for the payments to satisfy the short-term deferral exception under Section 409A of the Code or, in the case of health and dental benefits, not constitute deferred compensation (since such amounts are not taxable to Executive). However, notwithstanding anything to the contrary in this Agreement, to the extent payments do not meet the short-term deferral exception of Section 409A of the Code and, in the event Executive is a "Specified Employee" (as defined herein) no payment shall be made to Executive under this Agreement prior to the first day of the seventh month following the Executive's termination of employment in excess of the "permitted amount" under Section 409A of the Code. For these purposes the "permitted amount" shall be an amount that does not exceed two times the lesser of: (A) the sum of Executive's annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which Executive terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which Executive's termination of employment occurs. The payment of the "permitted amount" shall be made within five (5) days of the Executive's termination of employment. Any payment in excess of the permitted amount shall be made to Executive on the first day of the seventh month following Executive's termination of employment. "Specified Employee" shall be interpreted to comply with Section 409A of the Code and shall mean a key employee within the meaning of Section 416(i) of the Code (without regard to paragraph 5 thereof), but an individual 3 shall be a "Specified Employee" only if the Bank is a publicly-traded institution or the subsidiary of a publicly-traded holding company. View More
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns a. If Executive's employment is voluntarily for Good Reason (in accordance with Section 2(a) 2a. of this Agreement) or if the Bank involuntarily terminates his employment for terminated, either within one (1) year of a reason other than Cause, Change in Control, Executive shall receive: (i) i. The Bank shall pay Executive a lump sum cash payment equal to two (2) three (3) times the Executive's (i...) Base Salary and (ii) "base amount," within the highest rate meaning of bonus paid to Executive during Section 280G(b)(3) of the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum Internal Revenue Code of 1986, as amended (the "Code"). Such payment within ten (10) calendar shall be made not later than five (5) days following Executive's termination of employment; and (ii) the employment under this Section 3. ii. The Bank will continue to provide to Executive life insurance coverage and the Executive's dependents with life insurance, non-taxable medical, vision, 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 under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive's date of termination. Such continued coverage shall cease thirty-six (36) months following Executive's termination of employment. Such The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the "Code"), shall cease upon run concurrently with the expiration coverage period provided herein. If the Bank cannot provide one or more of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, shall pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder value of such amount) that Executive is no longer permitted to receive in kind. benefits or the value of the remaining benefits at the time of such determination. Such lump sum cash payment shall be required to be made in a lump sum within ten (10) thirty (30) days following after the later of Executive's date of termination of employment or the determination that effective date of the payment rules or provision of regulations prohibiting such benefits would subject or subjecting the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in penalties. b. In no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code Code, or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. 280G of the Code. In the event a reduction is necessary, Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within five (5) business days after receiving a written request from the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify Executive promptly thereof. In the event it is determined that permitting Executive or the Bank to make the determination regarding the form or manner of reduction would violate Section 409A Code, such reduction shall be made first from the cash severance provided for under this Agreement. 4 4. Notice of Termination. a. Any termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. b. "Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given). View More
