Consideration for Release of Claims. Provided Executive does not revoke Section 7(a) and complies with the terms of this Agreement, PremierWest will provide Executive the benefits set forth in Section 10 of the Employment Agreement.
Consideration for Release of Claims. The Employee agrees that the Employee’s release of Claims agreed to in this Agreement is in consideration for the Release Benefits and other rights and benefits provided in this Agreement to the Employee by the Company, none of which the Employee is entitled to receive without the Employee’s release of Claims.
Consideration for Release of Claims. In the event of (i) Termination of Employment Without Cause, (ii) Termination of Employment For Good Reason, or (iii) if Termination of Employment occurs for any reason other than Termination of Employment For Cause more than six (6) months after a Change in Control, (each an “Eligible Termination Event”) PremierWest will offer and Executive may choose to execute the Separation Agreement, attached hereto as Exhibit A, which provides for the release of claims against PremierWest. Provided Executive executes and does not revoke Section 7(a) of the Separation Agreement, Executive will be entitled to the benefits listed below in this Section 10 in consideration for the release of claims.
Consideration for Release of Claims. 8
10.1 Normal Retirement Benefits 8 11.1 Self-Imposed Limitation 8 11.2 Amount/Payment of Consideration 9 14.1 Nondisclosure 10 14.2 Return of Material 10 14.3 Injunctive Relief 10 14.4 Creative Work 10 15.1 Arbitration 11 15.2 Expenses/Attorneys’ Fees 11 15.3 Injunctive Relief 11 17.1 Governing Law 12 17.2 Saving Provision 12 17.3 Survival Provision 12 17.4 Captions and Counterparts 12 17.5 Entire Agreement 12 17.6 Previous Agreement 12 17.7 Waiver/Amendment 12 17.8 Assignment 13 This Employment Agreement (this “Agreement”) by and among PremierWest Bancorp, an Oregon corporation, PremierWest Bank, an Oregon state chartered bank (the “Bank”) (collectively “PremierWest”) and T. Xxx Xxxxxxxx (“Executive”), is dated as of April 21, 2008.
Consideration for Release of Claims. If you sign this Agreement, return it by the deadline specified below, and it becomes effective, as described below, and you comply fully with your obligations under this Agreement:
(a) (i) the first sentence of the final section (“Termination Period”) of Section I (Notice of Stock Option Grant) of your stock option agreement related to the stock option granted to you on September 19, 2011, attached hereto as Exhibit A (such agreement, the “2011 Stock Option Agreement” and the option, the “2011 Option”), and (ii) the first sentence of the section “Termination Period” under the “Notice of Stock Option Grant” of your stock option agreement related to the stock option granted to you on February 6, 2014, attached hereto as Exhibit B (such agreement, the “2014 Stock Option Agreement” and, together with the 2011 Stock Option Agreement, the “Stock Option Agreements”, and such option, the “2014 Option” and, together with the 2011 Option, your “Options”), each are deleted and replaced in full with the following sentence: “This Option shall be exercisable for six (6) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider.” As provided in each of the Option Agreements, notwithstanding the foregoing in no event may the 2011 Option or 2014 Option be exercised after the “Term/Expiration Date” as provided in the applicable Option Agreement, and further, each of the Options may be subject to earlier termination as provided in the equity plan under which it was granted; and
(b) the Company shall pay you the amount of $8,660.79 less applicable taxes and withholdings (“Severance Payment”) in a lump sum. The Severance Payment will be due and payable within three (3) business days following the Effective Date of this Agreement.
Consideration for Release of Claims. As consideration for Employee’s execution, delivery and non-revocation of this Agreement, and conditioned on Employee’s full compliance with the covenants set forth in his Employment Agreement as modified below, Employer shall provide Employee with the following:
A. A lump sum payment in the amount equal to one (1) month of Employee’s base salary ($27,083.33), less applicable withholdings and other customary payroll deductions (the “Separation Payment”). Employer shall provide the Separation Payment within 30 days after the Effective Date of this Agreement (as defined below);
B. Payment for twenty-two (22) unused PTO days in accordance with Company Policy;
C. The grant of 40,000 units of restricted stock (“RSUs”) which shall vest as of the Effective Date this Agreement (as defined below); and
D. Amendment of Employee’s post-employment non-compete as set forth below. Employee acknowledges that Employee is not otherwise entitled to receive the Consideration set forth above including the Separation Payment and that nothing in this Agreement shall be deemed to be an admission of liability on the part of any of the Released Parties. Employee agrees that Employee will not seek any further payments or benefits from any of the Released Parties, other than those (if any) that must be provided by applicable law or pursuant to this Agreement.
Consideration for Release of Claims. After Employee’s execution of this Agreement and the later of (i) the expiration of the applicable Revocation Periods described in Section 15 of this Agreement and (ii) the Employee Separation Date, and provided Employee does not exercise Employee’s rights to revoke any part of the Release of Claims provided I Section 5 of this Agreement, the Company will pay to Employee severance pay equal to six months of Employee’s current base salary in the total gross amount of One Hundred Seven Thousand Three Hundred Twenty-Five Dollars ($107,325) (“Severance Pay”). The Severance Pay will be distributed to Employee in a lump sum on the first payroll date after (i) Employee has provided the Company with an original executed copy of this Agreement; (ii) the Revocation Periods applicable to the Release of Claims provided in Section 5 of this Agreement have expired and Employee has not revoked or attempted to revoke the Release of Claims, in whole or in part; (iii) Employee has returned all of the Company’s property pursuant to Section 8 of this Agreement and (iv) the Employee Separation Date.
Consideration for Release of Claims. In the event of (i) Termination Without Cause, (ii) Termination for Good Reason, or (iii) if termination occurs for any reason other than Termination For Cause more than six (6) months after a Change in Control, (each an "Eligible Termination Event") PREMIERWEST will offer and EXECUTIVE may choose to execute the Separation Agreement, attached hereto as Exhibit A, which provides for the release of claims against PREMIERWEST. Provided EXECUTIVE executes and does not revoke Section 7(a) of the Separation Agreement, EXECUTIVE will be entitled to the benefits listed below in this Section 10 in consideration for the release of claims.
Consideration for Release of Claims. Provided EXECUTIVE does not revoke Section 7(a) and complies with the terms of this Agreement, the Corporation will provide EXECUTIVE the benefits set forth in Section 10 of the Employment Agreement.
Consideration for Release of Claims. In consideration for the execution by Employee of a general release, the Company agrees to the following:
