Common use of Termination in Connection with Change of Control Clause in Contracts

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK in connection with a CHANGE OF CONTROL for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “SECTION 280G”); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s expense under all health, life, disability and other benefit plans of the BANK in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK COMPANY in connection with a CHANGE OF CONTROL (hereinafter defined) for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii4 (a) (ii) above, then the following shall occur: (I) The BANK COMPANY shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “'S "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “"SECTION 280G”)"; (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s COMPANY'S expense under all health, life, disability and other benefit plans of the BANK COMPANY, as described in Section 3 (c) of this AGREEMENT, in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s 's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK COMPANY hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK COMPANY in connection with a CHANGE OF CONTROL (hereinafter defined) for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK COMPANY shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “'s "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “"SECTION 280G”"); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s COMPANY's expense under all health, life, disability and other benefit plans of the BANK COMPANY, as described in Section 3(c) of this AGREEMENT, in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s 's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK COMPANY hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK in connection with a CHANGE OF CONTROL for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “'s "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “"SECTION 280G”"); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s 's expense under all health, life, disability and other benefit plans of the BANK in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s 's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK COMPANY in connection with a CHANGE OF CONTROL for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK COMPANY shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “'s "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “"SECTION 280G”"); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s COMPANY's expense under all health, life, disability and other benefit plans of the BANK COMPANY in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s 's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK COMPANY hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE Employee is terminated by the BANK Employer in connection with a CHANGE OF CONTROL Change of Control (hereinafter defined) for any reason other than CAUSE Cause or is terminated by the EMPLOYEE Employee as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK Employer shall promptly pay to the EMPLOYEE Employee or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “Employee's "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “SECTION "Section 280G”"); (II) The EMPLOYEE, his dependents, beneficiaries and estate Employee shall continue to be covered at the BANK’s Employer's expense under all health, life, life and disability and other benefit plans of the BANK Employer, as described in Section 3(c) of this Agreement, in which the EMPLOYEE Employee was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE Employee were still employed under this AGREEMENT Agreement until the earlier of the expiration of the TERM Term or the date on which the EMPLOYEE Employee is included in another employer’s 's benefit plans as a full-time employee; and (III) The EMPLOYEE Employee shall not be required to mitigate the amount of any payment provided for in this AGREEMENT Agreement by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE Employee offset in any manner the obligations of the BANK Employer hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK in connection with a CHANGE OF CONTROL for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (IA) The BANK shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “'s "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “( "SECTION 280G”"); (IIB) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s 's expense under all health, life, disability and other benefit plans of the BANK in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s 's benefit plans as a full-time employee; and (IIIC) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK hereunder, except as specifically stated in subparagraph (IIB) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK COMPANY in connection with a CHANGE OF CONTROL (hereinafter defined) for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK COMPANY shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “'S "base amount” " as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as “"SECTION 280G”)"; (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s COMPANY'S expense under all health, life, disability and other benefit plans of the BANK COMPANY, as described in Section 3 (c) of this AGREEMENT, in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s 's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK COMPANY hereunder, except as specifically stated in subparagraph (II) above.

Termination in Connection with Change of Control. In the event that the employment of the EMPLOYEE is terminated by the BANK in connection with a CHANGE OF CONTROL for any reason other than CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur: (I) The BANK shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the product of 2.99 multiplied by the EMPLOYEE’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amendedCode, and the regulations promulgated thereunder (hereinafter collectively referred to as “SECTION 280G”); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered at the BANK’s expense under all health, life, disability and other benefit plans of the BANK in which the EMPLOYEE was a participant prior to the effective date of the termination of his employment as if the EMPLOYEE were still employed under this AGREEMENT until the earlier of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer’s benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the BANK hereunder, except as specifically stated in subparagraph (II) above.