period served during the Term of Employment.
Executive shall be entitled to the continuation of his Base Salary and benefits
during vacations to be scheduled at the reasonable convenience of the parties
hereto.
Vacation will be earned ratably over the course of each such twelve
month period and shall be used in accordance with Employer's policies.
3.8
Salary Continuation Agreement.
The parties acknowledge that
Executive and Bank are parties to a Salary Continuation Agreement dated as of
July 15, 2005.
Each of the Employer and Executive agrees to fulfill its
obligations under such Salary Continuation Agreement in accordance with the
terms thereof.
4. TERMINATION. UNLESS EXECUTIVE'S EMPLOYMENT IS TERMINATED PURSUANT TO THIS
SECTION 4, EMPLOYER WILL CONTINUE TO EMPLOY EXECUTIVE AND EXECUTIVE WILL
CONTINUE TO SERVE EMPLOYER THROUGHOUT THE TERM OF EMPLOYMENT. TERMINATION OF
EXECUTIVE'S EMPLOYMENT WILL CONSTITUTE AN AUTOMATIC TERMINATION OF ALL OTHER
POSITIONS HELD BY EXECUTIVE INCLUDING SERVICE AS A DIRECTOR, UNLESS OTHERWISE
REQUESTED BY EMPLOYER.
4.1
EXPIRATION OF THE TERM DUE TO NON-RENEWAL.
UPON EXPIRATION OF TERM
DUE TO NON-RENEWAL, EXECUTIVE'S EMPLOYMENT WITH EMPLOYER WILL BE TERMINATED
(HEREIN "DATE OF TERMINATION") WITHOUT FURTHER ACTION BY EXECUTIVE OR EMPLOYER
AND EXECUTIVE WILL BE ENTITLED TO RECEIVE THE FOLLOWING:
(A)
EARNED AND ACCRUED BUT PREVIOUSLY UNPAID BASE SALARY THROUGH THE
DATE OF TERMINATION,
(B)
PAYMENT IN RESPECT OF ANY VACATION DAYS ACCRUED BUT UNUSED THROUGH
THE DATE OF TERMINATION,
(C)
REIMBURSEMENT OF ANY REMAINING EXPENSE PROPERLY INCURRED IN
ACCORDANCE WITH EMPLOYER'S POLICY PRIOR TO THE DATE OF TERMINATION AND NOT YET
REIMBURSED BY EMPLOYER,
4
(D)
ANY BONUS ACTUALLY AWARDED OR EARNED, BUT NOT YET PAID AS OF THE
DATE OF TERMINATION,
AND
(E)
ANY VESTED BENEFITS UNDER ANY INSURANCE POLICY, PENSION,
RETIREMENT, SAVINGS, STOCK OPTION AND OTHER STOCK GRANT AND EQUITY COMPENSATION
PLANS, TOGETHER WITH ANY OTHER NON-SEVERANCE RELATED COMPENSATION AND BENEFITS
AS MAY BE PROVIDED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF ANY OTHER
AGREEMENTS BETWEEN EXECUTIVE AND EITHER COMPANY OR BANK AND ANY APPLICABLE
PLANS, PROGRAMS, PROCEDURES AND PRACTICES OF EMPLOYER.
THE AGGREGATE BENEFITS PAYABLE PURSUANT TO CLAUSES (A), (B), (C) AND (D) ARE
HEREAFTER REFERRED TO AS THE "ACCRUED OBLIGATIONS."
THE VESTED BENEFITS
REFERENCED IN CLAUSE (E) ARE HEREAFTER REFERRED TO AS THE "ADDITIONAL BENEFITS."
4.2
DEATH. THE EMPLOYMENT OF EXECUTIVE HEREUNDER SHALL TERMINATE
IMMEDIATELY UPON HIS DEATH; PROVIDED, HOWEVER, THAT IN THE EVENT OF DEATH, THE
EMPLOYER WILL PAY TO THE BENEFICIARY NAMED ON THE DESIGNATION OF BENEFICIARY
FORM COMPLETED BY EXECUTIVE THE FOLLOWING:
(A)
THE ACCRUED OBLIGATIONS,
(B)
THE ADDITIONAL BENEFITS,
(C)
A LUMP SUM AMOUNT EQUAL TO SIX MONTH'S OF BASE SALARY AT THE RATE
IN EFFECT ON THE DATE OF DEATH, PAYABLE WITHIN THIRTY (30) DAYS OF THE DATE OF
DEATH ("LUMP SUM PAYMENT"), AND
(D)
CONTINUATION, AT NO COST TO EXECUTIVE'S SPOUSE AND OTHER ELIGIBLE
DEPENDENTS, OF ALL HEALTH AND OTHER WELFARE BENEFITS PROVIDED UNDER SECTION 3.4
OF THIS AGREEMENT FOR THE BENEFIT OF EXECUTIVE'S SPOUSE AND OTHER ELIGIBLE
DEPENDENTS FOR A PERIOD COMMENCING ON THE DATE OF