OF
THIS AGREEMENT, THE TERMS OF THIS AGREEMENT SHALL IMMEDIATELY END UPON: (I) THE
BANK OR UNITY ENTERING INTO A MEMORANDUM OF UNDERSTANDING WITH THE FDIC OR THE
NEW JERSEY DEPARTMENT OF BANKING AND INSURANCE; (II) A CEASE-AND-DESIST ORDER
BEING ISSUED WITH RESPECT TO THE BANK OR UNITY BY THE FDIC OR THE NEW JERSEY
DEPARTMENT OF BANKING AND INSURANCE; OR (III) THE RECEIPT BY EITHER THE BANK OR
UNITY OF ANY NOTICE UNDER FEDERAL OR STATE LAW, WHICH (IN ANY WAY) RESTRICTS THE
PAYMENT OF ANY AMOUNT OR BENEFITS WHICH MAY BECOME DUE UNDER THIS AGREEMENT.
IT
IS HEREBY UNDERSTOOD AND AGREED THAT, UPON THE OCCURRENCE OF ANY OF THE EVENTS
DESCRIBED IN THE FOREGOING CLAUSES (I), (II) OR (III), THIS AGREEMENT SHALL BE
DEEMED TERMINATED AND THE EMPLOYER SHALL HAVE NO FURTHER OBLIGATION TO PAY ANY
AMOUNTS BY THE EXECUTIVE OR PROVIDE ANY FURTHER BENEFITS TO THE EXECUTIVE.
(A)
CAUSE. EMPLOYER MAY, AT ANY TIME (WITHOUT PREJUDICE TO EXECUTIVE'S
RIGHT TO COMPENSATION OR BENEFITS AS PROVIDED HEREIN) TERMINATE EXECUTIVE FOR
"CAUSE". UPON SUCH A TERMINATION, EXECUTIVE SHALL BE ENTITLED TO NO FURTHER
COMPENSATION OR EMPLOYMENT RELATED BENEFITS FROM AND AFTER THE DATE OF SUCH
TERMINATION, EXCEPT FOR THE PAYMENT OF ACCRUED AND UNPAID COMPENSATION THROUGH
THE DATE OF SUCH TERMINATION AND EXCEPT FOR THE PROVISION OF ANY STATUTORILY
REQUIRED BENEFITS. AS USED IN THIS AGREEMENT, THE TERM "CAUSE" SHALL MEAN THE
EXECUTIVE'S PERSONAL DISHONESTY, WILLFUL MISCONDUCT, INAPPROPRIATE OR
UNPROFESSIONAL BEHAVIOR (AS DETERMINED BY THE EMPLOYER), BREACH OF FIDUCIARY
DUTY INVOLVING PERSONAL PROFIT, INTENTIONAL FAILURE TO PERFORM STATED DUTIES,
WILLFUL VIOLATION OF ANY LAW, RULE OR REGULATION (OTHER THAN TRAFFIC VIOLATIONS
OR SIMILAR MINOR OFFENSES WHICH DO NOT ADVERSELY EFFECT EMPLOYER'S REPUTATION OR
STANDING IN THE COMMUNITY) OR A MATERIAL BREACH OF ANY PROVISION OF THIS
AGREEMENT.
(B)
TERMINATION WITHOUT CAUSE. UPON A TERMINATION OF EXECUTIVE'S
EMPLOYMENT BY EMPLOYER WITHOUT "CAUSE", EXECUTIVE SHALL BE ENTITLED TO RECEIVE A
PAYMENT EQUAL TO EIGHTEEN (18) MONTHS OF HIS THEN CURRENT BASE SALARY. SUCH
AMOUNT SHALL, AT THE OPTION OF THE EXECUTIVE, BE PAID IN: EITHER (I) PERIODIC
PAYMENTS, OVER EIGHTEEN (18) MONTHS IN THE SAME MANNER IN WHICH THE EXECUTIVE'S
BASE SALARY WAS PAID THROUGH THE TIME OF SUCH TERMINATION; OR (II) IN A SINGLE
LUMP SUM PAYMENT WITHIN THIRTY (30) DAYS OF SUCH TERMINATION. EMPLOYER SHALL,
SOLELY IN THE EVENT EXECUTIVE DETERMINES TO RECEIVE THE AMOUNT DUE UNDER THIS
PARAGRAPH (B) IN PERIODIC PAYMENTS, CONTINUE TO PROVIDE THE EXECUTIVE WITH
HOSPITAL, HEALTH, MEDICAL AND LIFE INSURANCE BENEFITS WHICH THE EXECUTIVE WAS
RECEIVING AT THE TIME OF SUCH TERMINATION FOR THE PERIOD THAT EXECUTIVE
CONTINUES TO RECEIVE SUCH PERIODIC PAYMENTS. EXECUTIVE SHALL ALSO BE ENTITLED TO
PAYMENTS FOR PERIODS OR PARTIAL PERIODS THAT OCCURRED PRIOR TO THE DATE OF
TERMINATION AND FOR WHICH THE EXECUTIVE HAS NOT YET BEEN PAID.
The Executive shall have no duty to mitigate damages in connection with his
termination by Employer without "cause". However, it is understood and agreed
that, upon the Executive receiving a single