EXECUTIVE'S DISABILITY.
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" MEANS A PHYSICAL OR MENTAL INFIRMITY THAT IMPAIRS EXECUTIVE'S
ABILITY TO SUBSTANTIALLY PERFORM HIS DUTIES UNDER THIS AGREEMENT AND THAT
RESULTS IN EXECUTIVE'S BECOMING ELIGIBLE FOR LONG-TERM DISABILITY BENEFITS UNDER
A LONG-TERM DISABILITY PLAN OF THE BANK (OR, IF THE BANK HAS NO SUCH PLAN IN
EFFECT, THAT IMPAIRS EXECUTIVE'S ABILITY TO SUBSTANTIALLY PERFORM HIS DUTIES
UNDER THIS AGREEMENT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) CONSECUTIVE
DAYS).
THE BOARD SHALL DETERMINE IN GOOD FAITH, BASED UPON COMPETENT MEDICAL
ADVICE AND OTHER FACTORS THAT THEY REASONABLY BELIEVE TO BE RELEVANT, WHETHER OR
NOT EXECUTIVE IS AND CONTINUES TO BE DISABLED FOR PURPOSES OF THIS AGREEMENT.
AS A CONDITION TO ANY BENEFITS, THE BOARD MAY REQUIRE EXECUTIVE TO SUBMIT TO
SUCH PHYSICAL OR MENTAL EVALUATIONS AND TESTS AS IT DEEMS REASONABLY
APPROPRIATE, AT THE BANK'S EXPENSE.
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(B)
IN THE EVENT OF SUCH DISABILITY, EXECUTIVE'S OBLIGATION TO PERFORM
SERVICES UNDER THIS AGREEMENT WILL TERMINATE.
IN THE EVENT OF SUCH TERMINATION,
EXECUTIVE SHALL BE ENTITLED TO RECEIVE BENEFITS UNDER ANY DISABILITY PROGRAM
SPONSORED BY THE BANK.
(C)
IN THE EVENT OF EXECUTIVE'S DEATH DURING THE TERM OF THIS AGREEMENT,
HIS ESTATE, LEGAL REPRESENTATIVES OR NAMED BENEFICIARY OR BENEFICIARIES (AS
DIRECTED BY EXECUTIVE IN WRITING) SHALL BE PAID EXECUTIVE'S BASE SALARY, AS
DEFINED IN SECTION 3, AT THE RATE IN EFFECT AT THE TIME OF EXECUTIVE'S DEATH FOR
A PERIOD OF ONE (1) YEAR FROM THE DATE OF EXECUTIVE'S DEATH. IN ADDITION,
EXECUTIVE'S FAMILY SHALL BE ENTITLED TO CONTINUED MEDICAL COVERAGE UNDER ANY
BANK SPONSORED "EMPLOYEE WELFARE BENEFIT PLAN," AS SUCH TERM IS DEFINED IN
SECTION 3(1) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED,
WHICH COVERAGE SHALL BE SUBSTANTIALLY IDENTICAL TO THE COVERAGE MAINTAINED BY
THE BANK FOR EXECUTIVE AND HIS FAMILY PRIOR TO EXECUTIVE'S TERMINATION.
7.
TERMINATION UPON RETIREMENT
TERMINATION OF EXECUTIVE'S EMPLOYMENT BASED ON "RETIREMENT" SHALL MEAN
TERMINATION OF EXECUTIVE'S EMPLOYMENT AT AGE 65, UNLESS EXTENDED BY THE BOARD.
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT BASED ON RETIREMENT, NO AMOUNTS OR
BENEFITS SHALL BE DUE EXECUTIVE UNDER THIS AGREEMENT, AND EXECUTIVE SHALL BE
ENTITLED TO ALL BENEFITS UNDER ANY RETIREMENT PLAN OF THE BANK AND OTHER PLANS
TO WHICH EXECUTIVE IS A PARTY.
8.
RESIGNATION FROM BOARDS OF DIRECTORS
IN THE EVENT OF EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON OTHER THAN
UPON A CHANGE IN CONTROL, EXECUTIVE SHALL RESIGN, IF PREVIOUSLY APPOINTED, AS A
DIRECTOR OF THE BANK AND AS A DIRECTOR AND/OR OFFICER OF ANY AFFILIATE OF THE
BANK.
9.
NOTICE
(A)
ANY NOTICE REQUIRED HEREUNDER SHALL BE IN WRITING AND HAND-DELIVERED
TO THE OTHER PARTY.
HAND DELIVERY TO THE BANK SHALL BE MADE TO THE CHAIRMAN OR
THE SECRETARY OF THE BOARD OF DIRECTORS.
ANY TERMINATION BY THE BANK OR BY
EXECUTIVE SHALL BE COMMUNICATED BY NOTICE OF TERMINATION TO THE OTHER PARTY
HERETO.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF TERMINATION" SHALL MEAN A
WRITTEN NOTICE WHICH SHALL INDICATE THE