Common use of Executive’s Constructive Termination Clause in Contracts

Executive’s Constructive Termination. Executive may terminate this Agreement and his employment hereunder on account of Constructive Termination. In such event, the Bank shall pay or provide to Executive: a. The Mandated Amounts. b. Any Accrued Cash Bonus. c. Any unpaid portion of the Retention Bonus, payable as of Executive’s Separation Date, subject to any delay required under the provisions of Section 5.1 hereof. d. A cash payment in an aggregate amount equal to: (i) Executive’s Base Compensation in effect prior to his Separation Date, determined without regard to any reduction thereof giving rise to Executive’s Constructive Termination, for the remainder of the Term; and (ii) Executive’s target bonus payable under the Bonus Rules for the performance year in which Executive’s Separation Date occurs, prorated to reflect Executive’s period of service during such performance year; such aggregate amount to be paid in the form of a single-sum as of Executive’s Separation Date, subject to any delay required under the provisions of Section 5.1 hereof. e. Vesting and settlement of any outstanding grant or award under the LTIP that would otherwise vest, or be deemed free of restriction, on a prorated basis, on account of an involuntary termination of employment, without Cause, as if Executive’s Constructive Termination hereunder constitutes such an event. f. Full accelerated vesting and settlement of any unvested and outstanding The First Equity Awards (“The First Equity Acceleration”). g. If Executive and/or his dependents timely elect to continue coverage under any group medical, dental or vision plan maintained by the Company, in accordance with Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium therefore, payable on the first day of each month, for the lesser of the remainder of the Term or the actual period of such coverage for each such person, determined in accordance with Code Section 4980B.

Executive’s Constructive Termination. Executive may terminate this Agreement and his employment hereunder on account of Constructive Termination. In such event, the Bank Company shall pay or provide to Executive: a. The Mandated Amounts. b. Any Accrued Cash Bonus. c. Any unpaid portion of the Retention Bonus, payable as of Executive’s Separation Date, subject to any delay required under the provisions of Section 5.1 hereof. d. A cash payment in an aggregate amount equal to: (i) Executive’s Base Compensation in effect prior to his Separation Date, determined without regard to any reduction thereof giving rise to Executive’s Constructive Termination, for the remainder of the TermEmployment Term but not less than 12 months; and (ii) Executive’s target bonus payable under the Bonus Rules PBRP for the performance year in which Executive’s Separation Date occursoccurs (which amount shall be deemed to be 60% of Executive’s Base Compensation for 2020), prorated to reflect Executive’s period of service during such performance year; such aggregate amount to be paid in the form of a single-sum as of Executive’s Separation Date, subject to any delay required under the provisions of Section 5.1 4.1 hereof. e. Vesting d. The vesting and settlement of any outstanding grant or award under the LTIP that would otherwise vest, vest or be deemed free of restriction, on a prorated basis, restriction on account of an involuntary termination of employment, without Cause, as if Executive’s Constructive Termination hereunder constitutes such an event. f. Full accelerated vesting and settlement of any unvested and outstanding The First Equity Awards (“The First Equity Acceleration”). g. e. If Executive and/or his dependents timely elect to continue coverage under any group medical, dental or vision plan maintained by the Company, in accordance with Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium therefore, payable on the first day of each month, for the lesser of the remainder of the Term 18 months or the actual period of such coverage for each such person, determined in accordance with Code Section 4980B.