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.
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,
(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
4
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
DEATH AND ENDING, WITH RESPECT TO EXECUTIVE'S SPOUSE, ON THE EARLIER OF HER
DEATH OR REMARRIAGE AND, WITH RESPECT TO ANY OTHER ELIGIBLE DEPENDENT OF
EXECUTIVE, THE DATE SUCH DEPENDENT IS NO LONGER ELIGIBLE FOR SUCH COVERAGE IN
ACCORDANCE WITH THE TERMS OF ANY APPLICABLE PLAN.
4.3
DISABILITY.