“Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause or without Good Reason, effective ninety (90) days after written notice of termination is given to the other party.”
6.The fifth and sixth sentences of Section 6.3 of the 2021 Employment Agreement are hereby deleted and replaced by the following language:
“All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) of this Agreement, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”
7.The first sentence of Section 6.5 of the 2021 Employment Agreement is hereby amended and restated to read in its entirety as follows:
“Notwithstanding anything in this Agreement to the contrary, in the event it is determined that any payment or distribution by the Bank or the Company (or their successors) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax.”
8.Section 7.1 of the 2021 Employment Agreement is hereby amended to add the following language to the end of such section:
“Furthermore, nothing in this Agreement is intended, nor shall be construed, to (x) interfere with, restrain or prevent communications by Executive regarding his own wages, hours or other terms and conditions of employment, (y) prohibit Executive from exercising any of his rights under Section 7 of the National Labor Relations Act (“NLRA”), including his right to bargain collectively or to exercise his rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment, or (z) prevent Executive from otherwise engaging in any legally protected activity.”
