Common use of Effect of Death, Disability, Retirement, or Other Termination of Service Clause in Contracts

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If an Optionee’s Service with the Bank shall be terminated for any reason other than the retirement after age fifty-nine and one-half (59.5) or the disability (as defined in Section 5.5(c) hereof) or death of the Optionee, then the Options held by such Optionee, which are vested but unexercised, may be exercised within ninety (90) days of such termination of Services. (b) If an Optionee’s Service with the Bank shall be terminated by reason of retirement from the Board of Directors of the Bank (or a Related Company) under the Bank’s retirement plan or policy, or death or disability (as defined in Section 5.5 (c) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive provisions, or the person or persons to whom the Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s vested portion of the Option at any time during the option term as defined in the Optionee’s award agreement, subject to compliance with Code Section 409A. Notwithstanding anything to the contrary contained in the Plan, for all Options granted after June 28, 2010 (the date on which this amended Section 5.5(b) was approved by the Board of Directors of the Bank), in the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option or within ninety (90) days from the date of Optionee’s death, whichever is later. (c) For purposes of this Section 5.5, the terms “disability” and “disabled” shall have the meaning set forth in the principal disability insurance policy or similar program then maintained by the Bank on behalf of its Directors or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the social security system of the United States.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If an the Optionee’s Service with the Bank shall be terminated for any reason other than the retirement after age fiftysixty-nine and one-half five (59.565) or the disability (as defined in Section 5.5(c4.4(c) hereof) or death of the Optionee, then the no Options held by such Optionee, which are vested but unexercisedunexercised in whole or in part, may be exercised within ninety (90) days of on or after such termination of ServicesService. (b) If an the Optionee’s Service with the Bank shall be terminated by reason of retirement from after age sixty-five (65) or the Board of Directors of the Bank (or a Related Company) under the Bank’s retirement plan or policy, or death or disability (as defined in Section 5.5 (c4.4(c) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive provisions, provisions or the person or persons to whom the an Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s vested portion Options for the full amount of all shares subject to such Option for a period of one (1) year following termination of Service due to death, disability or retirement after age sixty-five (65); provided, however, that no Option shall be eligible for treatment as an ISO in the event that such Option at any time during the option term as defined is exercised more than three (3) months following termination of Service due to retirement after age sixty-five (65) or one (1) year following termination of Service due to disability and, provided further, in order to obtain ISO treatment for Options exercised by heirs or devisees of an Optionee, the Optionee’s award agreement, subject to compliance with Code Section 409A. Notwithstanding anything to the contrary contained in the Plan, for all Options granted after June 28, 2010 (the date on which this amended Section 5.5(b) was approved by the Board of Directors of the Bank), in the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option have occurred while employed or within ninety three (903) days from the date months of Optionee’s death, whichever is latertermination of Service. (c) For purposes of this Section 5.58.2, the terms “disability” and “disabled” shall have the meaning set forth in the principal disability insurance policy or similar program then maintained by the Bank on behalf of its Directors employees or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the social security system of the United States.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If an the Optionee’s Service with the Bank Company or a Subsidiary shall be terminated for “cause,” as defined in Section 4.4(b) hereof, then no Option held by the Optionee, which is unexercised in whole or in part, may be exercised on or after the date on which the Optionee is first notified in writing by the Company of such termination for cause. (b) For purposes of this Section 4.4, termination for “cause” shall mean termination for the Optionee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, violation of any law, rule, or regulation (other than traffic violations or similar offenses), violation of any agreement or order with any Company regulatory agency, or failure by the Optionee to perform his stated duties. (c) If the Optionee’s Service with the Company or a Subsidiary shall be terminated for any reason other than for cause (as defined in Section 4.4(b) hereof) and other than the retirement after age fiftysixty-nine and one-half two (59.562) or the disability (as defined in Section 5.5(c4.4(e) hereof) or death of the Optionee, then no unexercised portion of the Options held by such Optionee, which are vested but unexercised, Option may be exercised within ninety (90) days of on or after such termination of Services. (bd) If an the Optionee’s Service with the Bank Company or a Subsidiary shall be terminated by reason of retirement from after age sixty-two (62) or the Board of Directors of the Bank (or a Related Company) under the Bank’s retirement plan or policy, or death or disability (as defined in Section 5.5 (c4.4(e) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive provisions, or the person or persons to whom the Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s vested portion of the Option at any time during the option term as defined in the Optionee’s award agreement, subject to compliance with Code Section 409A. Notwithstanding anything to the contrary contained in the Plan, for all Options granted after June 28, 2010 (the date on which this amended Section 5.5(b) was approved by the Board of Directors of the Bank), in the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option or within ninety (90) days from after the date of Optionee’s deathsuch termination (one year in the case of death or disability), whichever is laterand to the extent of the full amount of the shares subject to such Options. (ce) For purposes of this Section 5.54.4, the terms “disability” and “disabled” shall have mean the meaning set forth in inability of the principal Optionee by reason of illness or physical or mental disability insurance policy or similar program then maintained to perform the employment duties required of the Optionee (as determined by the Bank on behalf Company) for a period of its Directors or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the social security system of the United States90 consecutive days.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If an the Optionee’s Service with the Bank shall be terminated for any reason other than the retirement after age fiftysixty-nine and one-half five (59.565) or the disability (as defined in Section 5.5(c4.4(c) hereof) or death of the Optionee, then the no Options held by such the Optionee, which are vested but unexercisedunexercised in whole or in part, may be exercised within ninety (90) days of on or after such termination of ServicesService. (b) If an the Optionee’s Service with the Bank shall be terminated by reason of retirement from after age sixty-five (65) or the Board of Directors of the Bank (or a Related Company) under the Bank’s retirement plan or policy, or death or disability (as defined in Section 5.5 (c4.4(c) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive provisions, provisions or the person or persons to whom the an Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s vested portion Options for the full amount of the Option at any time during the option term as defined in the Optionee’s award agreement, all shares subject to compliance with Code Section 409A. Notwithstanding anything such Option for a period of one (1) year following termination of Service due to the contrary contained in the Plan, for all Options granted after June 28, 2010 (the date on which this amended Section 5.5(b) was approved by the Board of Directors of the Bank), in the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option or within ninety (90) days from the date of Optionee’s death, whichever is laterdisability or retirement after age sixty-five (65). (c) For purposes of this Section 5.54.4, the terms “disability” and “disabled” shall have the meaning set forth in the principal disability insurance policy or similar program then maintained by the Bank on behalf of its Directors employees or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the social security system of the United States.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If an Optionee’s Service with the Bank Company and its Subsidiaries shall be terminated for “cause,” as defined in Section 4.4(b) hereof, then no Options held by such Optionee, which are unexercised in whole or in part, may be exercised on or after the date on which such Optionee is first notified in writing by the Company of such termination for cause. (b) For purposes of this Section 4.4, termination for “cause” shall mean termination for the Optionee’s personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, violation of any law, rule, or regulation (other than traffic violations or similar offenses) affecting the Company or its Subsidiaries, violation of any agreement or order with any bank regulatory agency, or failure by the Optionee after receipt of written notice from the Company to perform Optionee’s stated duties with the Company or its Subsidiaries. (c) If an Optionee’s Service with the Company and its Subsidiaries shall be terminated for any reason other than the for cause (as defined in Section 4.4(b) hereof) and other than normal or early retirement at or after age fifty-nine and one-half five (59.555) or the disability (as defined in Section 5.5(c4.4(f) hereof) or death of the Optionee, then the then: (i) no Options held by such Optionee, Optionee which are vested but unexercised, unexercised in whole or in part may be exercised within ninety (90) days on or after the effective date of such termination or, if later, ten (10) days after the date that the Optionee, if terminated by the Company and its Subsidiaries, receives written notice of Servicestermination; and (ii) the Stock Option Committee may, but shall not be obligated to, allow the Optionee to exercise within such time any or all of the Options, if any, held by the Optionee which would not yet otherwise be exercisable. (bd) If an Optionee’s Service with the Bank Company and its Subsidiaries shall be terminated by reason of normal or early retirement from at or after age fifty-five (55), then the Board Optionee shall have the right to exercise the Optionee’s Options for ninety (90) days after the date of Directors such termination, but only to the extent that such Options were exercisable at the date of such termination; provided, however, that the Stock Option Committee may, but shall not be obligated to, allow such Optionee to exercise within such time any or all of the Bank Options, if any, held by the Optionee which would not yet otherwise be exercisable. (or a Related Companye) under If an Optionee’s Service with the Bank’s retirement plan or policy, or Company and its Subsidiaries shall be terminated by reason of the death or disability (as defined in Section 5.5 (c4.4(f) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive provisions, or the person or persons to whom the an Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise all of the Optionee’s vested portion of the Option at any time during the option term as defined in the Optionee’s award agreement, subject to compliance with Code Section 409A. Notwithstanding anything to the contrary contained in the Plan, Options for all Options granted after June 28, 2010 (the date on which this amended Section 5.5(b) was approved by the Board of Directors of the Bank), in the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option or within ninety (90) days from after the date of Optionee’s deathsuch termination, whichever is laterincluding any Options not yet otherwise exercisable as of the date of such termination. (cf) For purposes of this Section 5.54.4, the terms “disability” and “disabled” shall have the meaning set forth in the principal disability insurance policy or similar program then maintained by the Bank Company on behalf of its Directors Employees or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the social security system of the United States.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If an Optionee’s Service with the Bank Company and its Subsidiaries shall be terminated for “cause,” as defined in Section 4.4(b) hereof, then no Options held by such Optionee, which are unexercised in whole or in part, may be exercised on or after the date on which such Optionee is first notified in writing by the Company of such termination for cause. (b) For purposes of this Section 4.4, termination for “cause” shall mean termination for the Optionee’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty, violation of any law, rule, or regulation (other than traffic violations or similar offenses) affecting the Company or its Subsidiaries, violation of any agreement or order with any bank regulatory agency, failure by the Optionee to perform Optionee’s stated duties with the Company or its Subsidiaries, or such other circumstances as the Company and/or its Subsidiaries determines as resulting in the Optionee’s termination of employment for “cause.” (c) If an Optionee’s Service with the Company and its Subsidiaries shall be terminated for any reason other than the for cause (as defined in Section 4.4(b) hereof) and other than retirement at or after age fiftysixty-nine and one-half five (59.565) or the disability (as defined in Section 5.5(c4.4(f) hereof) or death of the Optionee, then the no Options held by such Optionee, Optionee which are vested but unexercised, unexercised in whole or in part may be exercised within ninety (90) days on or after the effective date of such termination of Servicestermination. (bd) If an Optionee’s Service with the Bank Company and its Subsidiaries shall be terminated by reason of retirement from at or after age sixty-five (65), then the Board Optionee shall have the right to exercise the Optionee’s Options for ninety (90) days after the date of Directors such termination, but only to the extent that such Options were exercisable at the date of such termination; provided, however, that the Stock Option Committee may, but shall not be obligated to, allow such Optionee to exercise within such time any or all of the Bank Options, if any, held by the Optionee which would not yet otherwise be exercisable. (or a Related Companye) under If an Optionee’s Service with the Bank’s retirement plan or policy, or Company and its Subsidiaries shall be terminated by reason of the death or disability (as defined in Section 5.5 (c4.4(f) hereof) of the Optionee, then the Optionee or personal representative or administrator of the estate of the Optionee or the successor Trustee of the Optionee’s Trust containing dispositive provisions, or the person or persons to whom the an Option granted hereunder shall have been validly transferred by the personal representative or administrator pursuant to the Optionee’s will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s vested portion of the Option at any time during the option term as defined in the Optionee’s award agreement, subject to compliance with Code Section 409A. Notwithstanding anything to the contrary contained in the Plan, Options for all Options granted after June 28, 2010 (the date on which this amended Section 5.5(b) was approved by the Board of Directors of the Bank), in the event of the death of the Optionee, the Options must be exercised prior to the expiration of the Option or within ninety (90) days from after the date of Optionee’s deathsuch termination, whichever is laterbut only to the extent that such Options were exercisable at the date of such termination; provided, however, that the Stock Option Committee may, but shall not be obligated to, allow such Optionee to exercise within such time any or all of the Options, if any, held by the Optionee which would not yet otherwise be exercisable. (cf) For purposes of this Section 5.54.4, the terms “disability” and “disabled” shall have the meaning set forth in the principal disability insurance policy or similar program then maintained by the Bank Company on behalf of its Directors Employees or, if no such policy or program is then in existence, the meaning then used by the United States Government in determining persons eligible to receive disability payments under the social security system of the United States.