by, the purchaser in such Change in Control,
as further provided in Section 4 herein.
SECTION 2.
SEVERANCE BENEFITS
2.1.
RIGHT TO SEVERANCE BENEFITS.
THE EXECUTIVE
SHALL BE ENTITLED TO RECEIVE FROM THE COMPANY SEVERANCE BENEFITS AS DESCRIBED IN
PARAGRAPH 2.3 AND SECTION 3 HEREIN, IF DURING THE TERM OF THIS AGREEMENT THERE
HAS BEEN A CHANGE IN CONTROL OF THE COMPANY OR THE BANK (AS DEFINED IN PARAGRAPH
2.4 HEREIN) AND IF, WITHIN THE EXTENDED PERIOD, THE EXECUTIVE'S EMPLOYMENT WITH
THE BANK SHALL END FOR ANY REASON SPECIFIED IN PARAGRAPH 2.2 HEREIN AS BEING A
QUALIFYING TERMINATION.
THE SEVERANCE BENEFITS DESCRIBED IN PARAGRAPHS 2.3(A)
AND 2.3(B) HEREIN SHALL BE PAID IN CASH TO THE EXECUTIVE IN A SINGLE LUMP SUM AS
SOON AS PRACTICABLE FOLLOWING THE QUALIFYING TERMINATION, BUT IN NO EVENT LATER
THAN THIRTY (30) CALENDAR DAYS FROM SUCH DATE.
NOTWITHSTANDING THE FOREGOING,
SEVERANCE BENEFITS WHICH BECOME DUE PURSUANT TO THE CIRCUMSTANCES DESCRIBED IN
PARAGRAPHS 2.2(C) AND 4.1 SHALL BE PAID IMMEDIATELY.
2.2.
QUALIFYING TERMINATION.
THE OCCURRENCE OF ANY
ONE OR MORE OF THE FOLLOWING EVENTS (I.E., A "QUALIFYING TERMINATION") WITHIN
THE EXTENDED PERIOD SHALL TRIGGER THE PAYMENT OF SEVERANCE BENEFITS TO THE
EXECUTIVE, AS SUCH BENEFITS ARE DESCRIBED UNDER PARAGRAPH 2.3 HEREIN:
(A)
THE BANK'S INVOLUNTARY TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE (AS SUCH TERM IS DEFINED IN PARAGRAPH 2.6
HEREIN);
(B)
THE EXECUTIVE'S VOLUNTARY TERMINATION OF
EMPLOYMENT FOR GOOD REASON (AS SUCH TERM IS DEFINED IN PARAGRAPH 2.5 HEREIN);
AND
(C)
THE COMPANY OR THE BANK, OR ANY SUCCESSOR
COMPANY, COMMITS A MATERIAL BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT
INCLUDING, BUT NOT LIMITED TO THE COMPANY FAILING TO OBTAIN THE ASSUMPTION OF,
OR THE SUCCESSOR COMPANY REFUSING TO ASSUME THE OBLIGATIONS OF THIS AGREEMENT
PURSUANT TO PARAGRAPH 4.1 HEREIN.
A Qualifying Termination shall not include a termination of the Executive's
employment within twenty-four (24) calendar months after a Change in Control by
reason of death, disability, the Executive's voluntary termination without Good
Reason, or the Bank's involuntary termination of the Executive's employment for
Cause.
2.3.
DESCRIPTION OF SEVERANCE BENEFITS.
IN THE EVENT
THAT THE EXECUTIVE BECOMES ENTITLED TO RECEIVE SEVERANCE BENEFITS, AS PROVIDED
IN PARAGRAPHS 2.1 AND 2.2 HEREIN, THE COMPANY (OR THE BANK AT THE DIRECTION OF
THE COMPANY) SHALL, WITHIN THE TIME LIMITS STATED IN PARAGRAPH 2.1, PAY TO THE
EXECUTIVE AND PROVIDE THE EXECUTIVE WITH THE FOLLOWING:
(A)
A LUMP-SUM CASH AMOUNT EQUAL TO THE
EXECUTIVE'S UNPAID BASE SALARY (AS SUCH TERM IS DEFINED IN PARAGRAPH 2.7
HEREIN), ACCRUED VACATION PAY, UNREIMBURSED BUSINESS EXPENSES, AND ALL OTHER
ITEMS EARNED BY AND OWED TO THE EXECUTIVE THROUGH AND INCLUDING THE DATE OF THE
QUALIFYING TERMINATION.
SUCH PAYMENT SHALL CONSTITUTE FULL SATISFACTION FOR
THESE AMOUNTS OWED TO THE EXECUTIVE.
3
(B)
A LUMP-SUM CASH AMOUNT EQUAL TO TWO (2)
MULTIPLIED BY THE GREATER OF THE EXECUTIVE'S ANNUAL RATE OF BASE SALARY IN
EFFECT UPON THE DATE OF THE QUALIFYING TERMINATION, OR THE EXECUTIVE'S ANNUAL
RATE OF BASE SALARY IN EFFECT