Common use of Severance Policy Clause in Contracts

Severance Policy. Sovereign agrees to cause Sovereign Bank to provide employees of Carnegie Bank whose employment is terminated in connection with the Merger within three (3) months of the Effective Date, either because such employee's position is eliminated or such employee is not offered comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty (30) miles from an employee's work location), excluding any employee who has an existing employment or consulting agreement or whose employment is terminated for Cause (as defined below), as follows, provided such employees execute such documentation as Sovereign may reasonably require, including Sovereign's customary form of release: (i) employees with a title of vice president or higher and employees with five (5) or more years of service shall be entitled to two weeks of base salary as severance pay for each year of service with Carnegie or Carnegie Bank, with a two-week minimum; (ii) employees with a title lower than vice president (other than employees with five (5) or more years of service) shall be entitled to one week of base salary as severance pay for each year of service with Carnegie or Carnegie Bank, with a one-week minimum; and (iii) Richard Rosa shall be entitled t▇ ▇▇▇ ▇▇▇▇▇▇ of base salary as severance pay and any additional benefits set forth on the Carnegie Disclosure Schedule. For purposes of this Section 4.11(c), "Cause" shall mean termination because of the employee's personal dishonesty, failure to meet established performance goals, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank employees under this subsection are the only severance benefits payable by Carnegie or Carnegie Bank under any plan or policy (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's severance policies. The benefits payable to Carnegie employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or Sovereign Bank's severance policies or programs then in effect.

Severance Policy. Sovereign Orrstown agrees to cause Sovereign Surviving Bank to provide employees severance pay, as set forth below, to any full-time, active employee of Carnegie Bank FNB whose employment is terminated hereafter in connection with the Merger within three up to twelve (312) months of beyond the Effective Date, either because (i) such employee's ’s position is eliminated eliminated, or (ii) such employee is not offered or retained in comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty a sixty (3060) miles mile radius from an such employee's ’s current work location)location with FNB) with Surviving Bank or any Orrstown Subsidiary, excluding any employee (i) who has an existing employment or consulting agreement with FNB, (ii) who has accepted an offer from Orrstown of noncomparable employment or (iii) whose employment is terminated for Cause (as defined below), as follows, provided such employees execute employee executes such documentation as Sovereign Orrstown may reasonably require, including Sovereign's Orrstown’s customary form of release: release and provided such employee does not leave employment with Orrstown or the Surviving Bank prior to the date the systems conversion occurs. The severance pay to be provided by the Surviving Bank under this subsection shall equal two (i2) employees with a title of vice president or higher and employees with five (5) or more years of service shall be entitled to two weeks of base salary as severance weeks’ pay for each full year of continuous service (determined based on the date of the employee’s commencement of employment with Carnegie or Carnegie Bank, Orrstown) with a two-week minimum; minimum severance benefit of four (ii4) employees with a title lower than vice president (other than employees with five (5) or more years of service) shall be entitled to one week of base salary as severance pay for each year of service with Carnegie or Carnegie Bank, with a one-week minimum; and (iii) Richard Rosa shall be entitled t▇ ▇▇▇ ▇▇▇▇▇▇ of base salary as severance weeks’ pay and any additional benefits set forth on the Carnegie Disclosure Schedulea maximum severance benefit of twenty-six (26) weeks’ pay. For purposes of this Section 4.11(c4.11(b), "“Cause" ” shall mean termination because of the employee's ’s personal dishonesty, failure to meet established performance goalsgoals and standards, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank FNB employees under this subsection are the only severance benefits payable by Carnegie Orrstown or Carnegie the Surviving Bank under any plan or policy to such employees (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by SovereignOrrstown, which employees shall be entitled to the termination benefits provided under Carnegie Bank's FNB’s normal severance policies. The benefits payable to Carnegie Orrstown’s employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or Sovereign Bank's Orrstown’s severance policies or programs then in effect.

Severance Policy. Sovereign agrees to cause Sovereign Bank to provide employees of Carnegie Bank First Home Savings whose employment is terminated in connection with the Merger within three six (36) months of the Effective Date, either because such employee's position is eliminated or such employee is not offered comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty (30) miles from an employee's work location), excluding any employee who has an existing employment or consulting agreement or whose employment is terminated for Cause (as defined below), as follows, provided such employees execute such documentation as Sovereign may reasonably require, including Sovereign's customary form of release: (i) the thirteen employees with a title of vice president or higher and employees with five (5) or more years of service identified on First Home's Disclosure Schedule shall be entitled to two weeks of base salary as severance pay for each year of service with Carnegie First Home or Carnegie BankFirst Home Savings, with a two-week minimum; and (ii) employees with a title lower than vice president (other than the thirteen employees with five (5) or more years of service) identified on First Home's Disclosure Schedule shall be entitled to one week of base salary as severance pay for each year of service with Carnegie First Home or Carnegie BankFirst Home Savings, with a one-week minimum; and (iii) Richard Rosa shall be entitled t▇ ▇▇▇ ▇▇▇▇▇▇ of base salary as severance pay and any additional benefits set forth on the Carnegie Disclosure Schedule. For purposes of this Section 4.11(c), "Cause" shall mean termination because of the employee's personal dishonesty, failure to meet established performance goalsgoals (which shall be reasonably established), willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank First Home or First Home Savings employees under this subsection are the only severance benefits payable by Carnegie First Home or Carnegie Bank First Home Savings under any plan or policy (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's First Home Savings' severance policies. The benefits payable to Carnegie First Home employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or Sovereign Bank's severance policies or programs then in effect.

Severance Policy. Sovereign Penns Woods agrees to cause Sovereign Bank JSSB to provide employees of Carnegie Bank any employee ▇▇ ▇▇BSM whose employment is involuntarily terminated in connection with the Merger within three (3) months of the Effective Date, either because such employee's position is eliminated or such employee is not offered comparable employment (i.e., not offered employment for a position of generally similar job description or responsibilities in a location within thirty (30) miles from an employee's work location), excluding any employee who has an existing employment or consulting agreement or whose employment is terminated other than for Cause (as defined below), as follows, ) within one year after the Effective Date or who within such one- year period is offered but declines to accept employment at a location more than 35 miles from such employee's work location with FNBSM provided such employees execute such documentation as Sovereign Penns Woods may reasonably require, including Sovereign's customary form of release: (i) employees with a title of vice president or higher and employees with five (5) or more years of service shall be entitled to two weeks one week of base salary as severance pay ▇▇▇▇ry for each year of service with Carnegie or Carnegie Bank, FNBSM with a two-week minimumminimum of two weeks and a maximum of twenty weeks; (ii) employees with a title lower than vice president continued medical insurance coverage during the time period set forth in the preceding clause (other than employees with five (5i) or more years of service) shall be entitled to one week of base salary as severance pay for each year of service with Carnegie or Carnegie Bankthe extent permitted under Penns Woods' health insurance programs or, with a one-week minimum; and (iii) Richard Rosa shall be entitled t▇ ▇▇▇ to the extent ▇▇▇▇▇▇ missible, reimbursement for the cost of base salary as severance pay and any additional benefits continuation coverage provided under IRC Section 4980B(f) during the time period set forth on in the Carnegie Disclosure Schedulepreceding clause (i), and (iii) a cash payment for any vacation days accrued but unused in the year in which employment terminates. For purposes of this Section 4.11(c4.10(c), "Cause" shall mean termination because of the employee's personal dishonesty, failure to meet established performance goals, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation of any law, rule or regulation (other than traffic violations or similar offenses). The benefits provided to terminated Carnegie and Carnegie Bank FNBSM employees under this subsection are the only severance benefits payable by Carnegie or Carnegie Bank FNBSM under any plan or policy (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's severance policiespolicy. The benefits payable to Carnegie FNBSM employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's Penns Woods' or Sovereign BankJSSB's severance policies or programs then in the▇ ▇▇ effect. The benefits payable under this subsection shall not apply to any FNBSM employee who enters into a written employment agreement with Penns Woods or JSSB.

Severance Policy. Sovereign agrees to cause Sovereign Bank to provide employees severance pay, as set forth below, to any full or part-time, active employee of Carnegie Bank Waypoint whose employment is terminated hereafter in connection with the Merger within three up to twelve (312) months of beyond the Effective Date, either because (i) such employee's position is eliminated eliminated, or (ii) such employee is not offered or retained in comparable employment (i.e., not offered employment for a position of generally similar job description with no reduction in base pay, no adverse change in status (full or responsibilities in a location within thirty (30) part-time), and where the employee is not required to commute more than 30 miles from an farther than the employee's work locationpresent commute), excluding any employee (A) who has an existing employment or consulting change in control agreement that provides for severance benefits or employment termination payments or who is otherwise entitled to severance benefits or employment termination payments from Waypoint or a Waypoint Subsidiary, (B) who has accepted an offer from Sovereign of noncomparable employment or (C) whose employment is terminated for Cause (as defined below), as follows, provided such employees execute employee executes such documentation as Sovereign may reasonably require, including Sovereign's customary form of waiver and release: (i) employees with a title . The amount of vice president or higher and employees with five (5) or more years of service severance pay to be provided to an eligible employee by Sovereign Bank under this subsection shall be entitled determined in accordance with the formula set forth in Schedule 4.11(d) of the Sovereign Disclosure Schedule and administered in accordance with the Waypoint Special Severance Policy. Payments to two weeks an employee hereunder shall cease if, during the severance benefit payment period, such employee (x) becomes employed by Sovereign or a Sovereign Subsidiary in a permanent position, (y) discloses or uses confidential information or trade secrets of base salary Sovereign or Waypoint gained while employed by Waypoint or a Waypoint Subsidiary or by Sovereign or a Sovereign Subsidiary, as severance pay the case may be, or (z) fails to cooperate with reasonable requests of Sovereign or a Sovereign Subsidiary for each year assistance with respect to matters on which the employee worked or with which the employee was familiar while employed by Waypoint or a Waypoint Subsidiary or by Sovereign or a Sovereign subsidiary, as the case my be. Continuation of service with Carnegie or Carnegie Bank, with a two-week minimum; (ii) employees with a title lower than vice president (other than employees with five (5) or more years of service) health and dental benefits after termination shall be entitled available in accordance with the provisions of IRC Section 4980B(f). In addition to one week severance pay, a terminated employee shall receive a lump sum payment of base salary as severance pay for each year any accrued but unused vacation in accordance with the terms of service with Carnegie or Carnegie Bank, with a one-week minimum; and (iii) Richard Rosa shall be entitled t▇ ▇▇▇ ▇▇▇▇▇▇ of base salary as severance pay and any additional benefits set forth on the Carnegie Disclosure ScheduleWaypoint Special Severance Policy. For purposes of this Section 4.11(c4.11(d), "Cause" shall mean termination 57 because of neglect of or refusal to perform, other than as a result of sickness, accident or similar cause beyond an employee's reasonable control, any duty or responsibility as an employee of Sovereign or a Sovereign Subsidiary after written notice by Sovereign or a Sovereign Subsidiary to the employee's personal dishonesty, failure to meet established performance goals, willful misconduct, ; any material breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or willful violation by the employee of any law, rule agreement to which the employee and Sovereign or regulation a Sovereign Subsidiary are both parties; dishonesty with respect to Sovereign or a Sovereign Subsidiary or the commission of any crime (other than minor traffic violations violations); or similar offenses)any material misconduct or material neglect of duties by the employee in connection with the business or affairs of Sovereign or a Sovereign Subsidiary. The foregoing definition of Cause is in no way intended to limit or qualify the right of Sovereign or a Sovereign Subsidiary to terminate any person's employment for any reason. The benefits provided to terminated Carnegie and Carnegie Bank Waypoint or Waypoint Subsidiary employees under this subsection are the only severance benefits payable by Carnegie Sovereign, a Sovereign Subsidiary, Waypoint or Carnegie Bank under any plan or policy a Waypoint Subsidiary to such employees (excluding severance benefits provided under existing employment or consulting agreements or as otherwise required by law), except for employees who do not execute the documentation required by Sovereign, which employees shall be entitled to the termination benefits provided under Carnegie Bank's severance policies. The benefits payable to Carnegie Waypoint or Waypoint Subsidiary employees under this subsection or otherwise shall in any event be in lieu of any termination benefits to which such employees would otherwise be entitled under Sovereign's or a Sovereign BankSubsidiary's severance policies or programs then in effect.