Common use of Termination Without Cause or With Good Reason Clause in Contracts

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your employment with the Company is terminated without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without Good Reason, then the Company shall pay to you, upon demand, the following amounts (net of applicable payroll taxes): (i) Your full base salary through the Date of Termination at the rate in effect on the date the change in control of the Company occurs plus year-to-date accrued vacation. (ii) As severance pay, an amount equal to the product of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year in which the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your In the event that Executive’s employment with the Company is terminated by the Corporation without Cause or by the Company or Executive with Good Reason by you, or by you Reason: (a) The Corporation shall pay all Accrued Obligations to Executive in a lump sum in cash within 12 months of a change in control of ten (10) days after the Company without Good Reason, then the Company Termination Date; (b) The Corporation shall pay to youExecutive, upon demand, no later than the following amounts Severance Payment Deadline (net of applicable payroll taxes): as defined in Section 3.3.4) an amount equal to one (i1) Your full base salary through times the Date of Termination at the rate Executive’s Annual Salary as in effect on the Termination Date, as salary continuation, payable over a period of twelve (12) months in equal installments per the Corporation’s regular payroll dates and procedures, less deductions as required by law or authorized by the Executive. The first installment shall be paid on the first regular payroll date the change in control of the Company occurs plus year-to-after the effective date accrued vacation.of the Release set forth in Section 3.3.4, and the last installment when the entire amount is paid. To the extent any such payment is not “deferred compensation” for purposes of Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), then such payment shall commence upon the first due date for such salary continuation immediately after the date the release is executed and no longer subject to revocation (the “Release Effective Date”). The first such payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon the Termination Date, and any payments made thereafter shall continue as provided herein; (iic) As severance payThe Corporation shall pay to Executive, an amount in a lump sum in cash, on the one (1) year anniversary of the Termination Date, and in any event, no later than the Severance Payment Deadline, the average of the two (2) highest annual cash bonuses earned by Executive for the three (3) prior years or, if Executive has not been employed for three (3) years, the annual cash target bonus for the year of the Termination Date; and (d) For a one (1) year period beginning on the Termination Date, the Corporation shall reimburse Executive for the COBRA premiums above Executive’s employee contribution in order to provide medical and dental insurance benefits to Executive and/or Executive’s family at least equal to those which were provided at the product Termination Date; provided, further, that Executive agrees to elect COBRA coverage to the extent available under the Corporation’s health insurance plans. Any payment or reimbursement under this Section 3.3.2(d) that is taxable to Executive or any of 2.99 multiplied his family members shall be made (subject to the provisions of such health care plans that may require earlier payment) by December 31 of the greater of (A) the sum of your annualized salary for calendar year following the calendar year in which Executive or such family member incurred the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Codeexpense.

Termination Without Cause or With Good Reason. or Within 12 ----------------------------------------------------------------- Months of Change in Control. If your employment with the Company is terminated --------------------------- without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without Good Reason, then the Company shall pay to you, upon demand, the following amounts (net of applicable payroll taxes): (i) Your full base salary through the Date of Termination at the rate in effect on the date the change in control of the Company occurs plus year-to-date accrued vacation. (ii) As severance pay, an amount equal to the product of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year in which the change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.

Termination Without Cause or With Good Reason. or Within 12 Months of Change in Control. If your employment with the Company Bancorp is terminated (other than for Disability or upon your death) by Bancorp without Cause by the Company or with Good Reason by you, or by you within 12 months of a change in control of the Company without with Good Reason, then subject to the Company limitations set forth in Section 4.5 of this Agreement, Bancorp shall pay to you, upon demand, the following amounts (net of applicable payroll taxes"Severance Payments"): (ia) Your your full base salary through the Date of Termination at the rate in effect on the date the change Change in control Control occurs; (b) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, an amount of severance pay equal to three times the sum 14 Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ - 14 - January 4, 1996 of (i) your annual base salary, at the rate in effect on the date the Change in Control occurs, plus (ii) the average annual incentive compensation (if any) paid to you or accrued to your benefit (prior to any deferrals) in respect of the Company occurs plus year-to-date accrued vacationtwo fiscal years last ended prior to the fiscal year in which the Change in Control occurs; (c) all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement); and (d) reimbursement in full of all reasonable amounts (up to a maximum of $50,000) paid or incurred by you for outplacement services in connection with obtaining other employment. (e) In addition, your Enhanced Retirement Benefit under the SERP as described in the SERP Agreement will be modified as follows: (i) Notwithstanding 6. 1.1 (f)(6) and 6. 1.1 (f)(7) of the SERP and Section 1.5 of the SERP Agreement, your right to an Enhanced Retirement Benefit will be fully vested and nonforfeitable as of the Date of Termination; (ii) As severance payIf you have not attained age 55 as of the Date of Termination, an amount equal to your Enhanced Retirement Benefit will commence on the product first day of 2.99 multiplied by the greater of (A) the sum of your annualized salary for the calendar year month in which you attain age 55; 15 Mr. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ - 15 - January 4, 1996 (iii) For purposes of computing your Target Benefit under the change SERP, you will continue to accrue Benefit Service after the Change in control of the Company occurs, the maximum target bonus that could have been paid to you for such year if all applicable targets and objectives had been achieved, or if no formal bonus program is in effect, the largest bonus amount paid to you during any one of the three preceding calendar years, your income from the exercise of nonqualified options during such year, your compensation income from any disqualifying disposition during such year of stock acquired pursuant to the exercise of incentive stock options and other annualized amounts that constitute taxable income to you from the Company for such year, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Internal Revenue Code of 1986, as amended (the "Code"), or (B) your average "Compensation" (as defined below) for the three calendar years preceding the calendar year in which the change in control of the Company occurs. As used in this subsection 3(b)(ii) your "Compensation" shall mean your base salary, bonus, income from the exercise of nonqualified options, compensation income from any disqualifying disposition of stock acquired pursuant to the exercise of incentive stock options and any other amounts that constitute taxable income to you from the Company, without reduction for salary reduction amounts excludible from income under Section 402(e)(3) or 125 of the Code.Control;