Payment on Change of Control. If within two years after a "Change in Control" (as defined in Section 2) the Company, the Bank or any other Person (as defined in Section 2) shall terminate the Executive's employment without "Good Cause" (as defined in Section 2) or Executive shall voluntarily terminate such employment with "Good Reason" (as defined in Section 2), then the Company shall, within 30 days after the termination of Executive's employment (the "Payment Due Date"), make a lump sum cash payment to him equal to two times the Executive's "Salary" (as defined in Section 2). As used herein, "termination of employment" shall mean termination of employment with the Company or the Bank or both. Executive shall, following his termination of employment and for a period of two years continue to participate in any benefit plans of the Company or the Bank which provide health (including medical and dental), life, or disability insurance, or similar coverage to the extent permitted by law and the applicable benefit plan; provided that such coverage shall not be furnished if Executive waives coverage by giving written notice of waiver to the Company. The Company agrees that (i) Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and (ii) the Company's obligations under this Section 1 shall not be reduced in any way by reason of any compensation received by Executive from sources other than the Company after the termination of Executive's employment. It is intended that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed an "Excess Parachute Payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the nature of compensation, as determined by the certified public accountants of the Company in accordance with Section 280G(d)(4) of the Code, the receipt of which is contingent on the Change of Control of the Company, and to which Section 280(G) of the Code applies (in the aggregate "Total Payments"), shall not exceed an amount equal to one dollar less than the maximum amount which the Company may pay without loss of deduction under Section 280G(a) of the Code.
Appears in 1 contract
Payment on Change of Control. If within two years after a "Change in Control" (as defined in Section 2) the Company, the Bank or any other Person (as defined in Section 2) shall terminate the Executive's employment without "Good Cause" (as defined in Section 2) or Executive shall voluntarily terminate such employment with "Good Reason" (as defined in Section 2), then the Company shall, within 30 days after the termination of Executive's employment (the "Payment Due Date"), make a lump sum cash payment to him begin payments of equal to two times pro-rated installments of the Executive's "Salary" (as defined in Section 2), via normal payroll channels, for a period not to exceed 24 months (2 years). If, at any time during the 24 month (2 year) period, the Executive obtains employment, payments will be reduced by the amount of compensation being earned in the new position. As used herein, "termination of employment" shall mean termination of employment with the Company or the Bank or both. Executive shall, following his termination of employment and for a period of two years continue to participate in any benefit plans of the Company or the Bank which provide health (including medical and dental), life, or disability insurance, or similar coverage to the extent permitted by law and the applicable benefit plan; provided that such coverage shall not be furnished if Executive waives coverage by giving written notice of waiver to the Company. The Company agrees that (i) Executive shall not be required to mitigate his damages by seeking other employment or otherwise, and (ii) the Company's obligations under this Section 1 shall not be reduced in any way by reason of any compensation received by Executive from sources other than the Company after the termination of Executive's employment. It is intended that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed an "Excess Parachute Payment" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or its successors. It is agreed that the present value of any payments to or for the benefit of Executive in the nature of compensation, as determined by the certified public accountants of the Company in accordance with Section 280G(d)(4) of the Code, the receipt of which is contingent on the Change of Control of the Company, and to which Section 280(G) of the Code applies (in the aggregate "Total Payments"), shall not exceed an amount equal to one dollar less than the maximum amount which the Company may pay without loss of deduction under Section 280G(a) of the Code.
Appears in 1 contract