Common use of Separation Pay/Consideration Clause in Contracts

Separation Pay/Consideration. Employer and Executive hereby agree: (i) that this Agreement constitutes the new Exhibit A to the Employment Agreement (as defined below), superseding any prior version attached as Exhibit A to the Employment Agreement; and (ii) notwithstanding execution of this Agreement Executive shall continue to be employed under the terms of the Employment Agreement until the Effective Time of the Merger at which time Employer and Executive agree that the Employment Agreement shall terminate subject to the terms specified therein and this Agreement shall also become effective. In consideration of the covenants and releases set forth herein, the Bank agrees to pay Employee the amount payable to him and the non-monetary consideration (if any) due him, pursuant to and in accordance with, Paragraphs 5.2, 5.3 or 5.4, as the case may be, of the Employment Agreement dated , 200 , by and between the Employer and Employee (the “Employment Agreement”), less all applicable state and federal deductions (in each case, the “Severance Benefit”), $2,000 of which shall be consideration for Employee’s release of ADEA claims as set forth in Section 5, below; provided that no such Severance Benefit shall be made until at least eight (8) days have past since Employee’s execution of this Agreement. The check representing the Severance Benefit shall be mailed to Employee at his home address at . Notwithstanding anything contained herein to the contrary, if Employee qualifies as a “specified employee ,” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as amended, payment of the Severance Benefit shall be delayed for a period of six months from the date of termination of Employee’s employment and calculated in accordance with Section 5.3.4 of the Employment Agreement. Payment of the Severance Benefit hereunder shall be contingent upon the closing of the Merger as contemplated in the Merger Agreement.