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Exhibit
10.2
Execution
Copy
BANKFINANCIAL,
F.S.B.
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “ Agreement ”) is
made effective as of May 6, 2008 (the “ Effective
Date ”), by and between BankFinancial, F.S.B. (the
“ Bank ”), a federally chartered stock savings
bank having its principal office at 21110 South Western Avenue,
Olympia Fields, Illinois, and Paul A. Cloutier (“
Executive ”).
WHEREAS , the Bank and
the Executive have previously entered into an Employment Agreement
dated March 21, 2003 (the “ Initial Agreement
”);
WHEREAS , the Board of
Directors of the Bank (the “ Board ”) considers
the continued availability of Executive’s services to be
important to the successful management and conduct of the
Bank’s business, and wishes to assure the continued
availability of Executive’s full-time services to the Bank as
provided in this Agreement; and
WHEREAS , Executive is
willing to continue to serve in the employ of the Bank on a
full-time basis on the terms and conditions set forth
herein.
NOW , THEREFORE
, in consideration of the mutual covenants herein contained, and
upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:
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POSITION AND RESPONSIBILITIES. |
(a)
Position . During the period of employment
established by Section 2(a) of this Agreement (the “
Employment Period ”), Executive agrees to serve, if
appointed to serve, as the Chief Financial Officer and the
Executive Vice President of the Finance Division of the Bank and
its parent company, BankFinancial Corporation (“ BFC
”).
(b) Duties and
Responsibilities . Executive shall have and exercise the
duties, responsibilities, privileges, powers and authority
commensurate with such position as the Board or the Chief Executive
Officer of the Bank has assigned and may hereafter assign to
Executive.
(c) Faithful
Performance . Except for periods of paid time off taken in
accordance with Section 3(f) hereof or following a Disability
Determination made in accordance wit h Section 4(b)
hereof, or for services performed for the Bank’s
Affiliates (as defined below), Executive shall devote substantially
all of his business time, attention, skill and efforts during the
Employment Period to the faithful performance of his duties
hereunder, and shall not engage in any business or activity that
interferes with the performance of such duties or conflicts with
the business, affairs or interests of the Bank or BFC; provided
that, notwithstanding the foregoing, Executive may:
(i) perform his obligations under any employment agreement
hereafter entered into between BFC and Executive (the “
BFC Agreement ”); (ii) hold directorships,
offices or other positions in one or more other organizations to
the extent permitted by the Bank’s Professional
Responsibility Policy, as amended from time to time, or as
otherwise approved by the Board or the Chairman and Chief Executive
Officer; and (iii) engage in sports officiating provided that
the same does not interfere with Executive’s obligation to
devote substantially all of his business time, attention, skill and
efforts to the faithful performance of his duties under this
Agreement.
(d) Performance
Standards. During the Employment Period, Executive shall
perform his duties in accordance with the policies and procedures
of the Bank, as amended from time to time, such reasonable
performance standards as the Board or the Chief Executive Officer
of the Bank has established or may hereafter establish in the
exercise of good faith business judgment, including those set forth
in the Bank’s Personnel Manual, as amended from time to time,
and such Business Plans as the Board or the Chief Executive Officer
of the Bank has established or may hereafter establish in the
exercise of good faith business judgment.
(a) Term
. The Employment Period shall commence as of the Effective Date and
shall thereafter continue for a period of thirty-six
(36) months unless extended as provided herein. On or before
each anniversary of the Effective Date during the Employment Period
(each an “ Anniversary Date ”), the Board,
subject to the review process set forth in Section 2(b)
hereof, may extend the Employment Period for an additional one
(1) year so that the remaining term of the Employment Period
shall then be thirty-six (36) months. All references herein to
the Employment Period shall mean, for all purposes of this
Agreement, Executive’s Employment Period as initially
established by, and as may subsequently be extended pursuant to,
this Section 2(a).
(b) Annual
Review . The Board or the Board’s Human Resources
Committee (the “Human Resources Committee”) shall
review this Agreement and the compensation arrangements provided
for herein at least annually on, before or within a reasonable time
(not to exceed forty-five (45) days) after each Anniversary
Date. As part of each annual review, the Board or the Human
Resources Committee shall determine whether or not to increase
Executive’s Base Salary as provided in Section 3(a)
hereof and to extend the Employment Period for an additional one
(1) year as provided in Section 2(a) hereof. The
rationale and results of such review, and the justification for any
such increase or extension, shall be documented in the minutes of
the meeting at which the Board or the Human Resources Committee
conducted such review, or in any written performance reviews
referenced in such minutes. The Board, the Human Resources
Committee or a person designated by either of them shall notify
Executive in writing as soon as practicable, and not later than
forty-five (45) days, after each applicable Anniversary Date,
of the results of such review, including its decision whether or
not to increase Executive’s Base Salary and to extend the
Employment Period. A decision by or the failure of the Board or the
Human Resources Committee to increase Executive’s Base Salary
shall not constitute a breach of this Agreement or a “Good
Reason” under Section 5(b) hereof. All decisions and
actions of the Human Resources Committee pursuant to this
Section 2(b) shall be subject to ratification by the Board
only to the extent, if any, that ratification may be required by
applicable laws and regulations.
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COMPENSATION AND OTHER BENEFITS. |
(a) Base
Salary . During the Employment Period, the Bank shall pay
Executive the annual base salary that is reflected in the payroll
records of the Bank on the Effective Date (“ Base
Salary ”), subject to any discretionary increases that
the Board may hereafter elect to make pursuant to this
Section 3(a). Any portion of annual Base Salary that Executive
elects to defer under any deferred compensation arrangement that is
now or hereafter maintained by the
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Bank shall be considered part of Base
Salary for the purposes of this Agreement. Executive’s Base
Salary shall be payable in accordance with the regular payroll
practices of the Bank. The Board or the Human Resources Committee
may increase Executive’s Base Salary at any time, but shall
not reduce Executive’s Base Salary during the Employment
Period without the Executive’s express prior written consent.
All references herein to Base Salary shall mean, for all purposes
of this Agreement, Executive’s Base Salary as initially
established in, and as may subsequently be increased pursuant to,
this Section 3(a).
(b) Bonuses;
Incentive Compensation . In addition to Executive’s
Base Salary, Executive shall be entitled to any cash or
equity-based incentive compensation and bonuses to the extent
earned pursuant to any plan or arrangement of the Bank or BFC in
which Executive is eligible to participate during the Employment
Period, or to such other extent as the Board or its Human Resources
Committee may determine in its discretion to award to
Executive.
(c) Other
Compensation . The Bank may provide such additional
compensation to Executive in such form and in such amounts as may
be approved by the Board or the Human Resources Committee in its
sole discretion.
(d) Special
Allowances . The Bank shall provide Executive with either
the use of an automobile or an automobile allowance and either the
use of a cellular telephone or a cellular telephone allowance
during the Employment Period in accordance with the standard
policies and practices of the Bank and consistent with that
provided to Executive as of the Effective Date; provided that the
allowance for a given year must be paid to the Executive not later
than 2.5 months after the end of such year.
(e)
Reimbursement of Expenses . The Bank shall pay or
reimburse Executive in accordance with the standard policies and
practices of the Bank for all reasonable expenses incurred by
Executive during the Employment Period in connection with his
employment hereunder or the business of the Bank; provided that
such payment or reimbursement must occur not later than 2.5 months
after the end of the year in which such expense was
incurred.
(f) Paid Time
Off . Executive shall be entitled to receive not less than
176 hours of paid time off (“ PTO ”) per
calendar year during the Employment Period in accordance with the
PTO policies of the Bank as then applicable to senior executive
officers of the Bank. Executive shall also be entitled to take time
off during all legal holidays approved by the Board for Bank
employees generally. Executive shall receive his Base Salary and
the other amounts and benefits provided for in Section 3
hereof during all PTO periods and legal holidays. Except as
permitted by the PTO policies of the Bank, Executive shall not be
entitled to receive any additional compensation for his failure to
take PTO or accumulate unused PTO from one year to the
next.
(g) Other
Benefits . The Bank shall provide Executive with all other
benefits that are now or hereafter provided uniformly to
non-probationary full-time employees of the Bank during the
Employment Period, including, without limitation, benefits under
any Section 125 Cafeteria Plan, any group medical, dental,
vision, disability and life insurance plans that are now or
hereafter maintained by the Bank (collectively, the “ Core
Plans ”), and under any 401(k) plan (“ 401(k)
Plan ”) and Employee Stock Ownership Plan (“
ESOP ”) that is now or hereafter sponsored by the
Bank, in each case subject to the Bank’s policies concerning
employee
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payments and contributions under such
plans. The Bank shall not make any changes to any Core Plan that
would materially and adversely affect Executive’s rights or
benefits under such plan unless such changes are made applicable to
all non-probationary full-time employees of the Bank on a
non-discriminatory basis. Nothing paid to Executive under any Core
Plan or any 401(k) Plan or ESOP shall be deemed to be in lieu of
any other compensation that Executive is entitled to receive under
this Agreement.
(h) Disability
Insurance . During the Employment Period, the Bank may
provide Executive with a disability insurance policy with coverage
sufficient to provide Executive with annual disability insurance
payments in an amount up to sixty percent (60%) of
Executive’s Base Salary for a period at least equal to the
then remaining term of the Employment Period (the “
Disability Policy ”) in the event that
Executive’s employment is terminated by reason of a
Disability Determination (as defined below). If a Disability Policy
is so provided, Executive shall be responsible for the payment of
all premiums on the Disability Policy and shall cooperate with the
Bank in all respects as necessary or appropriate to enable the Bank
to procure the Disability Policy, and the Bank shall provide
Executive with an annual allowance in an amount sufficient, on an
after-tax basis, to equal the annual premiums for the Disability
Policy; provided that the allowance for a given year must be paid
to the Executive not later than 2.5 months after the end of the
year in which such premiums are paid.
(i) Disability
Insurance Adjustment . If Executive receives disability
benefits under the Disability Policy or any Core Plan or receives
federal Social Security disability benefits (collectively, “
Disability Payments ”), the Bank’s obligation
under Section 3(a) and 6(b) hereof to pay Executive his Base
Salary shall be reduced, as of the date the Disability Payments are
first received by Executive, to an amount equal to the difference
between Executive’s Base Salary and the Disability Payments
that Executive received during each applicable payroll period. The
Executive shall make reasonable good faith efforts to notify the
Bank of the receipt of Disability Payments.
(j) Club
Dues . In addition to any other compensation provided for
under this Agreement, the Bank shall pay Executive an amount
sufficient, on an after-tax basis, to maintain his membership at
the Edgewood Valley Country Club, during the Employment Period;
provided that such payment must be made to Executive not later than
2.5 months after the end of the year in which such dues are
paid.
(k) Limit on
Perquisites . Notwithstanding the foregoing or anything to
the contrary in this Agreement, the amounts payable to Executive
pursuant to Section 3(d) and Section 3(j) of this
Agreement in a given year shall not in the aggregate exceed ten
percent (10%) of the cash compensation (defined as payments
under Sections 3(a), 3(b) and 3(c), including the value of annual
incentive compensation or bonuses to the extent paid in equity
awards under BFC’s 2006 Equity Incentive Plan, as amended
from time to time (the “ 2006 EIP ”)) paid to
Executive during such year.
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TERMINATION BY THE BANK. |
(a) Termination
For Cause . The Board may terminate Executive’s
employment with the Bank “For Cause” at any time during
the Employment Period, subject to the requirements set forth in
this Section 4(a) and in Section 7 of this Agreement. A
termination “ For Cause ” shall mean the
Bank’s termination of Executive’s full-time employment
hereunder because of Executive’s personal dishonesty,
incompetence, willful misconduct, 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 offenses), or final
cease-and-desist order, a repeated and material failure to achieve
minimum objectives under a Business Plan established in accordance
with Section 1(d) of this Agreement, a repeated and material
failure of Executive to meet reasonable performance standards
established in accordance with Section 1(d) of this Agreement,
or a material breach of any provision of this Agreement.
Notwithstanding the foregoing, Executive shall not be deemed to
have been terminated For Cause unless and until (i) there
shall have been delivered to Executive a written notice of the
Board’s intention to terminate Executive’s employment
For Cause, specifying the alleged grounds for such termination;
(ii) if the alleged grounds for such termination are a
material breach of this Agreement, a repeated and material failure
to achieve minimum objectives under a Business Plan established in
accordance with Section 1(d) of this Agreement, or a repeated
and material failure of Executive to meet reasonable performance
standards established in accordance with Section 1(d) of this
Agreement, providing Executive with a reasonable opportunity to
cure, if curable, any conduct or acts alleged to be such;
(iii) following delivery of such written notice, Executive
(together with any counsel selected by him) shall have been given a
reasonable opportunity to present to the Board, at a meeting called
and held for or including that purpose, Executive’s position
regarding any dispute that exists regarding the alleged grounds for
termination For Cause; and (iv) the Board shall adopt a
resolution by the affirmative vote of not less than a majority of
its members, finding in good faith and on the basis of reasonable
evidence that Executive was guilty of conduct justifying a
termination For Cause. The Notice of Termination (as defined in
Section 7 below) issued in connection with the termination of
Executive’s employment For Cause shall be accompanied by a
copy of such resolution. Should a dispute arise concerning the
Executive’s termination For Cause, any review of the For
Cause termination in any judicial or arbitration proceeding will be
limited to a determination of whether the Board acted in good faith
and on the basis of reasonable evidence. The Board shall also be
deemed to have terminated Executive’s employment with the
Bank For Cause if Executive’s employment with BFC is
terminated For Cause during the Employment Period in accordance
with the requirements set forth in the BFC Agreement.
(b) Termination
for Disability . Upon a determination (a “
Disability Determination ”) of Disability (as defined
below), the Board, in its discretion, may terminate
Executive’s employment with the Bank at any time from and
after the date of such Disability Determination. Following a
Disability Determination, the Board may, in lieu of terminating
Executive’s employment by reason of the Disability
Determination, appoint one or more other persons to serve as Acting
Chief Financial Officer and/or Acting Executive Vice President of
the Finance Division to fulfill, on a temporary basis, the duties
and responsibilities of Executive. Any such temporary appointment
shall be without prejudice to the Board’s right to thereafter
terminate Executive’s employment based on a Disability
Determination made pursuant to this Section 4(b) or as
otherwise provided herein. The Board shall also be deemed to have
terminated Executive’s employment with the Bank based on a
“Disability Determination” if Executive’s
employment with BFC is terminated during the Employment Period
based on a “Disability Determination” in accordance
with the requirements set forth in Section 4(b) of the BFC
Agreement. The term “ Disability ” shall mean
that (i) the Executive is unable to engage in any substantial
gainful
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activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) the
Executive is, by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a
period of not less than three months under an accident and health
plan covering employees of the Bank.
(c) Termination
Without Cause . The Board, in its discretion, may terminate
Executive’s employment with the Bank “Without
Cause” at any time, subject to the notification requirements
set forth in Section 7 hereof. A termination “
Without Cause ” shall mean the Board’s
termination of Executive’s employment for any reason other
than a termination For Cause or a termination based on a Disability
Determination or death. The Board shall also be deemed to have
terminated Executive’s employment with the Bank Without Cause
if Executive’s employment with BFC is terminated during the
Employment Period “Without Cause” in accordance with
the requirements set forth in the BFC Agreement.
(d) Termination
under Code Section 409A . Any termination described in
this Section 4 will only be deemed to have occurred if such
termination constitutes a “separation from service” as
defined under Section 409A of the Internal Revenue Code of
1986, as amended, or any successor thereto (the “ Code
”).
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TERMINATION BY EXECUTIVE OR BY REASON OF
DEATH. |
(a) Termination
By Resignation . Executive may, in his discretion,
terminate his employment with the Bank “By Resignation”
at any time during the Employment Period, subject to the
notification requirements set forth in Section 7 hereof. A
termination “ By Resignation ” shall mean
Executive’s termination of his employment for any reason
other than a “Good Reason” as such term is defined in
Section 5(b) hereof. Executive shall also be deemed to have
resigned his employment with the Bank, and to have terminated his
employment with the Bank By Resignation, if Executive’s
employment with BFC is terminated during the Employment Period By
Resignation in accordance with the requirements set forth in the
BFC Agreement.
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(b) Termination
For Good Reason . Executive may terminate Executive’s
employment with the Bank for “Good Reason,” subject to
the requirements set forth in this Section 5(b) and the
notification requirements set forth in Section 7 hereof. A
termination for “ Good Reason ” shall mean
Executive’s resignation from the Bank’s employ during
the Employment Period based upon any of the following reasons, but
only if taken or occurring during the Employment Period without
Executive’s prior written express consent: (i) a
decision by the Board not to elect or re-elect or to appoint or
re-appoint Executive to the offices of Chief Financial Officer and
Executive Vice President of the Finance Division of the Bank, or a
decision by the Board to remove Executive from any such position;
(ii) a failure by the Board to elect or re-elect or to appoint
or re-appoint Executive to the offices of Chief Financial Officer
and Executive Vice President of the Finance Division of the Bank;
(iii) the failure of the Board to extend the Employment Period
in accordance with Section 2(a) for an additional one
(1) year so that the remaining term thereof will be thirty six
(36) months; (iv) the Board’s relocation of
Executive’s principal place of employment to a place that is
more than fifteen (15) miles from the city limits of Chicago,
Illinois; (v) a reduction in Executive’s Base Salary, or
a material reduction in the benefits to which Executive is entitled
to receive under Section 3(d) through Section 3(j) of
this Agreement; (vi) a liquidation or dissolution of the Bank;
(vii) a material uncured breach of this Agreement by the Bank;
(viii) Executive’s termination of his employment with
BFC for “ Good Reason ” as defined in the BFC
Agreement; (ix) BFC’s termination of Executive’s
employment with BFC “Without Cause” as defined in the
BFC Agreement; or (x) the occurrence of a “ Change in
Control ” as such term is defined in the 2006 EIP.
Executive shall have the right to elect to terminate his employment
for Good Reason only by giving the Chairman and Chief Executive
Officer of the Bank a Notice of Termination (as defined below)
within sixty (60) days after the act, omission or event giving
rise to said right to elect. Notwithstanding the foregoing,
Executive shall not have a right to elect to terminate his
employment (i) based on the events set forth in this
Section 5(b) solely on the basis of the Board’s
appointment of an Acting Chief Financial Officer and/or Acting
Executive Vice President of the Finance Division of the Bank
following a Disability Determination made in accordance with
Section 4(b) of this Agreement, or (ii) if the Bank fully
rescinds or cures, within ten (10) days after its receipt of
Executive’s Notice of Termination, the act, omission or event
giving rise to Executive’s right to elect to terminate his
employment for Good Reason. Executive shall also be deemed to have
terminated his employment with the Bank for Good Reason if
Executive’s employment with BFC is terminated during the
Employment Period for Good Reason in accordance with the
requirements set forth in the BFC Agreement.
(c) Termination
Upon Death . Executive’s employment with the Bank
shall terminate immediately upon Executive’s death, without
regard to the notification requirements set forth in Section 7
hereof.
(d) Termination
under Code Section 409A . Any termination described in
this Section 5 will only be deemed to have occurred if such
termination constitutes a “separation from service” as
defined under Code Section 409A.
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FINANCIAL CONSEQUENCES OF
TERMINATION. |
(a) Termination
For Cause . In the event that Executive’s employment
is terminated For Cause during the Employment Period, the Bank
shall pay Executive the unpaid balance of Executive’s Base
Salary through the effective date of the termination of
Executive’s employment (“ Earned Salary
”), but Executive shall receive no bonus or incentive
compensation for the current year (all such amounts shall remain
unearned and unvested), and shall receive no compensation or other
benefits (including the compensation and benefits set forth in
Section 3(a) through Section 3(j) and Section 6
hereof) for any period after the effective date of the termination
of Executive’s employment; provided, however , that
any rights of Executive under any applicable state and federal
laws, including ERISA and COBRA, and any rights of Executive that
have vested, whether by application of any state or federal law,
the provisions of any contract, employee benefits plan or
otherwise, shall not be terminated or prejudiced by a termination
For Cause. Upon Executive’s death, any payments due under
this Section 6(a) shall be paid, as applicable, to
Executive’s estate, trust or as otherwise required by
law.
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(b) Termination
for Disability . In the event that Executive’s
employment is terminated during the Employment Period based on a
Disability Determination, the Bank shall: (i) pay Executive
his Earned Salary (as defined above); (ii) pay Executive an
amount equal to the annual average of any cash incentive
compensation and bonus that Executive received during the
immediately preceding two (2) fiscal years, prorated based on
the number of days during such year that elapsed prior to the
effective date of the termination of Executive’s employment
(“ Prorated Incentive Compensation ”);
(iii) make, for the benefit of Executive, the matching 401(k)
plan contribution that Executive is entitled to receive for the
current year, prorated based on the number of days during such year
that elapsed prior to the effective date of the termination of
Executive’s employment (“ Accrued Plan
Contribution ”); (iv) subject to the disability
insurance adjustment set forth in Section 3(i) hereof, pay
Executive the Base Salary that Executive would have been paid
pursuant to Section 3(a) hereof from the effective date of
termination through the date the Employment Period would have
expired if Executive’s employment had not been sooner
terminated based on a Disability Determination; (v) provide
Executive (and upon his death his surviving spouse and minor
children, if any) with the same coverage under the Core Plans that
Executive (and his surviving spouse and minor children, if any)
would have been provided pursuant to Section 3(g) hereof from
the effective date of termination through the date the Employment
Period would have expired if Executive’s employment had not
been sooner terminated based on a Disability Determination (subject
to payment of the costs and contributions that such plans provide
are the responsibility of the insured employee); and
(vi) provide Executive (and his surviving spouse and minor
children, if any) with the health insurance continuation benefits
set forth in Section 6(i), beginning on the date of the
expiration of the health insurance coverage provided under the Core
Plans pursuant to Section 6(b)(v) (subject to the payment of
the costs specified therein). Amounts payable under Subsections
(ii) and (iv) of this Section 6(b) shall be paid in
a single lump sum on the Bank’s second regular payroll date
after the effective date of termination unless deferral of such
payment is required under Section 24 of this Agreement. If
deferral is required, Section 24 shall control the timing of
such payments.
(c) Termination
Without Cause . In the event that Executive’s
employment is terminated Without Cause during the Employment
Period, the Bank shall: (i) pay Executive his Earned Salary
(as defined above); (ii) pay Executive his Prorated Incentive
Compensation (as defined above); (iii) make, for the benefit
of Executive, the Accrued Plan Contribution (as defined above);
(iv) pay Executive an amount equal to three (3) times
Executive’s Average Annual Compensation (defined below);
(v) provide Executive (and upon his death his surviving spouse
and minor children, if any) with coverage under the Core Plans for
a period of 36 months from the effective date of the termination of
Executive’s employment (subject to payment of the costs and
contributions that such plans provide are the responsibility of the
insured employee); and (vi) provide Executive (and his spouse
and minor children, if any) with the health insurance continuation
benefits set forth in Section 6(i) beginning on the expiration
date of the health insurance coverage provided under the Core Plans
pursuant to Section 6(c)(v) (subject to the payment of the
costs specified therein). The term “ Average Annual
Compensation, ” as used in this Section 6(c), shall
mean the average of Executive’s annual Compensation based on
the most recent three (3) taxable years, or if Executive was
employed by the Bank for less than three (3) full taxable
years, based on such lesser number of taxable years or portions
thereof as Executive was employed by the Bank. The term “
Compensation ” shall mean, for the purposes of the
foregoing definition as it relates to any tax year, all Base Salary
paid pursuant to Section 3(a), incentive compensation or
bonuses paid pursuant to Section 3(b) (whether paid in cash or
through equity awards made pursuant to the 2006 EIP), and any other
compensation paid
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pursuant to Section 3(c). For
purposes of clarity and not limitation, if all or a portion of
Executive’s annual incentive compensation or bonus is paid in
the form of equity awards or is paid in cash and converted
after-tax into equity awards, then such amounts, on a gross basis,
shall be included in the term Compensation; provided, however, that
the term “Compensation” shall not include the initial
equity awards that were made to Executive in 2006 under the 2006
EIP. Amounts payable under Subsections (ii) and (iv) of
this Section 6(c) shall be paid in a single lump sum on the
Bank’s second regular payroll date after the effective date
of termination unless deferral of such payment is required under
Section 24 of this Agreement. If deferral is required,
Section 24 shall control the timing of such
payments.
(d) Termination
By Resignation . In the event that Executive’s
full-time employment is terminated By Resignation during the
Employment Period, the Bank shall pay Executive his Earned Salary
(as defined above), but Executive shall receive no compensation or
other benefits (including the compensation and benefits set forth
in Section 3(a) through Section 3(j) hereof) for any
period after the effective date of the termination of
Executive’s employment; provided, however, that any rights of
Executive under any applicable state and federal laws, including
ERISA and COBRA, and any rights of Executive that have vested,
whether by application of any applicable state or federal law, the
provisions of any contract, employee benefits plan or otherwise,
shall not be terminated or prejudiced by a termination By
Resignation.
(e) Termination
for Good Reason . In the event that Executive’s
employment is terminated by Executive for Good Reason during the
Employment Period, the Bank shall pay Executive the same amounts
that Executive would have been paid pursuant to Sections 6(c)(i),
(ii), (iii) and (iv), and shall provide Executive (and upon
his death his surviving spouse and minor children, if any) with the
same coverages under the Core Plans coverage that Executive (and
his spouse and minor children, if any) would have been provided
pursuant to Section 6(c)(v) (subject to the payment of the
costs and contributions that such plans provide are the
responsibility of the insured employee) and the same health
insurance continuation benefits that Executive (and his spouse and
minor children, if any) would have been provided pursuant
Section 6(c)(vi) (subject to the payment of the costs
specified therein) if Executive’s employment had been
terminated by the Bank Without Cause on the effective date of the
termination of Executive’s employment. Amounts payable under
this Section 6(e) shall be paid in a single lump sum on the
Bank’s second regular payroll date after the effective date
of termination unless
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