Severance; Severance Payments Clause Samples

Severance; Severance Payments. Upon cessation of his employment with the Company, Executive will be entitled only to such compensation and benefits as described in this Section 3.6.

Severance; Severance Payments. Upon a termination of his employment with the Company (the effective date of such termination is herein referred to as the "Date of Termination"), Executive will be entitled only to such compensation, benefits and rights as described in this Section 3.7 and in any other agreement, including but not limited to any stock appreciation rights agreement, between Executive and the Company. (a) Termination without Cause or for Good Reason. Except as otherwise provided in this Section 3.7, if Executive's employment by the Company is terminated by the Company for any reason other than Cause (i.e., without Cause) or if Executive terminates his employment for Good Reason, Executive will be entitled to: (i) Payment of all Accrued Obligations; (ii) Continuation of Executive's Base Salary as of the Date of such Termination for a period of 12 months from the Date of Termination, payable in accordance with the Company's payroll practices; (iii) Payment by the Company of the applicable premiums otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of Executive's termination, his spouse and dependents) for a period of 12 months (or if COBRA continuation coverage expires or is otherwise unavailable, then, in lieu thereof, Executive will receive monthly payments equal to the monthly "applicable premium," as that term is defined under COBRA, for a period equal to 12 months); and (iv) Payment by the Company to an outplacement firm of Executive's choice of a lump sum cash payment of $30,000 (or such greater amount as the Bank Board or the Parent Board may approve) for outplacement assistance. (b) Change in Control Termination. In lieu of any compensation and benefits payable under Section 3.7(a), in the event that Executive's employment by the Company ceases due to a Change in Control Termination, Executive will be entitled to: (i) Payment of all Accrued Obligations; (ii) Continuation of Executive's Base Salary as of the date of such termination for a period of 24 months, payable in accordance with the Company's payroll practices; and (iii) Payment by the Company of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of Executive's termination, his spouse and dependents) for a period of 24 months (or if COBRA continuation coverage expires or is otherwise unavailable, then, in lieu thereof, Executive will receive monthly ...

Severance; Severance Payments. Consistent with the terms and conditions of the Employment Agreement, at any time during the Executive Period, (1) the Company may terminate the employment of the Executive with or without Cause upon written notice to the Executive and (2) the Executive may terminate his employment with or without Good Reason on thirty (30) days written notice to the Company. Subject to the terms and conditions set forth below, in the event that there is a Change in Control Termination or a Severance Termination during the Executive Period, the Company shall provide Executive with the following benefits, which together with any benefits provided under the applicable terms of any other plan or program sponsored by the Company, and applicable to Executive, shall be the only severance benefits or other payments in respect of Executive’s employment with the Company to which Executive shall be entitled (including those payments contemplated by Section 3.4). The benefits Executive receives under this Section 3.3(e) will be in respect of all Base Salary, bonus or other incentive compensation, accrued vacation and other rights that Executive may have against the Company or its affiliates. (i) Executive will receive a payment in satisfaction of the requirements set forth in Section 3.3(b) equal to a pro-rata amount of the amount payable for 2005 under Section 3.4 (assuming that Executive’s Transition Date occurs on December 31, 2005). (ii) Executive will receive a lump sum payment equal to the product of (i) 3 multiplied by (ii) the sum of Executive’s Base Salary (of not less than $600,000) plus the greater of Executive’s bonus at his target bonus (of not less than $720,000) or the average of his actual bonus as received for the last three completed fiscal years during which Executive was President and Chief Executive Officer of the Company (taking into account the value of any equity grants received by Executive during such period in lieu of cash bonuses). (iii) Except as provided below, Executive will vest in his interests under and Executive will receive benefits in accordance with the terms and conditions set forth in the Company’s various long term incentive plans. (iv) Executive will receive up to twenty four (24) months continued coverage under the Company’s medical and health plans and life insurance plans, which coverage shall run concurrent with the coverage provided under section 4980B of the Code; or as an alternative, at the discretion of the Board, the Board may elect...