HEREIN AS THE "DATE OF TERMINATION."
(D)
UPON THE OCCURRENCE OF AN EVENT OF TERMINATION BY THE HOLDING
COMPANY, THE HOLDING COMPANY, THROUGH THE BANK, SHALL PAY TO EMPLOYEE AN AMOUNT
EQUAL TO HIS BASE SALARY FOR THE REMAINING PORTION OF THE TERM (SUCH PAYMENT,
THE "SEVERANCE PAYMENT"), AS SEVERANCE PAY IN LIEU OF AND IN SUBSTITUTION FOR
ANY OTHER CLAIMS FOR SALARY AND CONTINUED BENEFITS HEREUNDER (BASED ON
EMPLOYEE'S BASE SALARY AND BENEFITS PREVAILING AT THE TIME OF TERMINATION).
AT
THE ELECTION OF THE EMPLOYEE, THE SEVERANCE PAYMENT SHALL BE MADE TO EMPLOYEE:
(A) IN A LUMP SUM ON THE DATE OF TERMINATION, OR (B) ON A SEMI-MONTHLY BASIS IN
APPROXIMATELY EQUAL INSTALLMENTS OVER A PERIOD OF THIRTY-SIX (36) MONTHS
FOLLOWING THE DATE OF TERMINATION, OR (C) ON AN ANNUAL BASIS IN APPROXIMATELY
EQUAL INSTALLMENTS OVER A PERIOD OF THIRTY-SIX (36) MONTHS FOLLOWING THE DATE OF
TERMINATION.
PAYMENT OF THE SEVERANCE PAYMENT SHALL BE IN ADDITION TO ALL OTHER
SUMS OWED TO EMPLOYEE UNDER APPLICABLE LAW OR THIS AGREEMENT FOR ALL PERIODS
PRIOR TO THE DATE OF TERMINATION, INCLUDING, WITHOUT LIMITATION, SUMS OWED IN
RESPECT OF ACCRUED PAID TIME OFF ("PTO"), ACCRUED BONUS, IF ANY, AND
REIMBURSABLE EXPENSES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, NO BONUS SHALL BE DEEMED TO HAVE BEEN ACCRUED UNLESS AND UNTIL ANY
SUCH BONUS HAS BEEN DULY AUTHORIZED BY THE HOLDING COMPANY'S BOARD OF DIRECTORS
OR A DULY AUTHORIZED COMMITTEE THEREOF. ACCRUED BONUSES SHALL MEAN THE BONUS
AMOUNT DETERMINED IN ACCORDANCE WITH SECTION 5(E).
(E)
WITH RESPECT TO ANY STOCK OPTIONS ISSUED TO THE EMPLOYEE THAT WERE
OUTSTANDING ON THE DATE OF TERMINATION, ANY OPTIONS WHICH WERE NOT EXERCISABLE
ON THE DATE OF TERMINATION SHALL AUTOMATICALLY BECOME EXERCISABLE UPON THE DATE
OF TERMINATION, AND SHALL REMAIN EXERCISABLE IN FULL FOR A PERIOD OF THIRTY (30)
DAYS.
(F)
UPON THE OCCURRENCE OF AN EVENT OF TERMINATION, THE HOLDING
COMPANY, THROUGH THE BANK, WILL CAUSE TO BE CONTINUED FOR THE EMPLOYEE AND HIS
PREVIOUSLY COVERED DEPENDENTS LIFE, MEDICAL, DENTAL AND DISABILITY COVERAGE THAT
THE EMPLOYEE AGREES IS SUBSTANTIALLY EQUIVALENT TO THE COVERAGE MAINTAINED BY
THE HOLDING COMPANY OR ITS SUBSIDIARIES FOR EMPLOYEE AND HIS DEPENDENTS PRIOR TO
THE DATE OF TERMINATION AT NO COST TO THE EMPLOYEE, TO THE EXTENT, IF ANY, THAT
THE INSURANCE CARRIER WILL ALLOW, AND EXCEPT TO THE EXTENT SUCH COVERAGE MAY BE
CHANGED IN ITS APPLICATION TO ALL EMPLOYEES OF THE HOLDING COMPANY AND ITS
SUBSIDIARIES.
IF THIS COVERAGE IS NOT AVAILABLE, THE HOLDING COMPANY WILL CAUSE
THE BANK TO PAY TO EMPLOYEE AN AMOUNT EQUAL TO THE MONTHLY PREMIUMS PAID TO THE
CARRIER FOR THE COVERAGE THAT WAS IN FORCE PRIOR TO THE DATE OF TERMINATION FOR
THE REMAINING TERM OF THIS AGREEMENT.
7
11.
TERMINATION OF EMPLOYEE FOR CAUSE.
THE BOARD OF DIRECTORS MAY
TERMINATE EMPLOYEE'S EMPLOYMENT AT ANY TIME, BUT ANY TERMINATION BY THE BOARD OF
DIRECTORS FOR OTHER THAN CAUSE SHALL NOT PREJUDICE THE EMPLOYEE'S RIGHT TO
COMPENSATION OR OTHER BENEFITS UNDER THIS AGREEMENT.