INCURRED THE
RELATED EXPENSE.
(G)
TOTAL COMPENSATION.
EMPLOYEE'S BASE SALARY, THE GREATER OF
EMPLOYEE'S ANNUAL BONUS FOR THE FISCAL YEAR PRECEDING THE FISCAL YEAR IN WHICH
EMPLOYEE'S EMPLOYMENT TERMINATES OR THE AVERAGE BONUS FOR THE FIVE YEARS
PRECEDING THE YEAR OF TERMINATION, EMPLOYEE'S HEALTH, MEDICAL AND DENTAL
INSURANCE, AND THE FRINGE BENEFITS PROVIDED IN SUBSECTION (F) OF THIS SECTION 5
(OR A LUMP SUM PAYMENT EQUAL TO THE VALUE OF SUCH BENEFITS WITHOUT COMMUTATION
TO PRESENT VALUE) ARE TOGETHER HEREINAFTER REFERRED TO AS EMPLOYEE'S "TOTAL
COMPENSATION."
TOTAL COMPENSATION DOES NOT INCLUDE ANY PAYMENTS UNDER THE
COMPANY'S LONG TERM INCENTIVE PROGRAM PAID IN COMPANY COMMON STOCK.
6.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION UPON DEATH, DISABILITY, OR FOR CAUSE.
THE COMPANY
SHALL HAVE THE RIGHT TO TERMINATE EMPLOYEE'S EMPLOYMENT HEREUNDER UPON THE DEATH
OR DISABILITY (AS DEFINED BELOW) OF EMPLOYEE OR FOR CAUSE (AS DEFINED BELOW).
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED UPON EMPLOYEE'S DEATH OR DISABILITY, THE
COMPANY WILL PAY TO OR FOR THE BENEFIT OF EMPLOYEE OR HIS ESTATE AN AMOUNT EQUAL
TO EMPLOYEE'S TOTAL COMPENSATION FOR THE TWELVE MONTH PERIOD PRECEDING DEATH OR
DISABILITY IN A LUMP SUM, AND IN THE CASE OF DISABILITY THE COMPANY WILL
CONTINUE EMPLOYEE'S HEALTH, MEDICAL, AND DENTAL INSURANCE COVERAGES FOR SUCH
TWELVE MONTH PERIOD ON THE SAME BASIS AS IN EFFECT ON THE DATE OF DISABILITY.
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED FOR CAUSE, THE COMPANY SHALL HAVE NO
FURTHER OBLIGATION TO EMPLOYEE UNDER THIS AGREEMENT.
TERMINATION FOR DISABILITY
OR FOR CAUSE SHALL BE EFFECTIVE IMMEDIATELY OR UPON NOTICE TO EMPLOYEE OF SUCH
TERMINATION AS MAY BE DETERMINED BY THE BOARD.
FOR PURPOSES OF THIS AGREEMENT:
(I)
"TERMINATION" MEANS A TERMINATION THAT QUALIFIES AS A "SEPARATION
FROM SERVICE" UNDER TREASURY REGULATION SECTION 1.409A-1(H) AND OCCURS WHEN THE
LEVEL OF BONA FIDE SERVICES THAT EMPLOYEE IS PERFORMING FOR THE COMPANY HAS
DECREASED TO A LEVEL EQUAL TO 20% OR LESS OF THE AVERAGE LEVEL OF SERVICES
PERFORMED BY EMPLOYEE DURING THE IMMEDIATELY PRECEDING 36-MONTH PERIOD (OR THE
FULL PERIOD OF SERVICE WITH THE COMPANY, IF LESS THAN 36 MONTHS).
(II)
"DISABILITY" MEANS "DISABILITY" (AS DEFINED UNDER THE COMPANY'S
DISABILITY INSURANCE POLICY MAINTAINED FOR BANK EXECUTIVES FROM TIME TO TIME)
SUFFERED BY EMPLOYEE FOR A CONTINUOUS PERIOD OF AT LEAST SIX MONTHS OR ANY
IMPAIRMENT OF MIND OR BODY THAT IS LIKELY TO RESULT IN A "DISABILITY" OF
EMPLOYEE FOR MORE THAN THREE MONTHS DURING ANY TWELVE-MONTH PERIOD.
3
(III)
"CAUSE" MEANS: (A) THE REPEATED FAILURE OF EMPLOYEE TO PERFORM
HIS RESPONSIBILITIES AND DUTIES HEREUNDER AFTER EMPLOYEE HAS BEEN GIVEN WRITTEN
NOTICE BY THE CHAIRMAN OF THE BOARD SPECIFYING IN GENERAL THE REASONS EMPLOYEE
IS FAILING TO PERFORM HIS DUTIES AND RESPONSIBILITIES HEREUNDER, (B) THE
COMMISSION OF AN ACT BY EMPLOYEE CONSTITUTING DISHONESTY OR FRAUD AGAINST THE
COMPANY OR ANY OF ITS AFFILIATES; (C) THE CONVICTION FOR OR THE ENTERING OF A
GUILTY OR NO CONTEST PLEA WITH RESPECT TO A FELONY; (D) HABITUAL ABSENTEEISM,
REPORTING TO WORK UNDER THE INFLUENCE OF ALCOHOL OR UNLAWFUL USE