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 the Optionee’s Service with the Bank 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 Bank 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 bank regulatory agency, or failure by the Optionee to perform his stated duties. (c) If the Optionee’s Service with the Bank 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 seventy-two (72) or the disability (as defined in Section 4.4(e) hereof) or death of the Optionee, then no unexercised portion of the Option may be exercised on or after such termination of Services. (d) If the Optionee’s Service with the Bank shall be terminated by reason of retirement after age seventy-two (72) or the death or disability (as defined in Section 4.4(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 Option for ninety (90) days after the date of such termination (one year in the case of death or disability), and to the extent of the full amount of the shares subject to such Options. (e) For purposes of this Section 4.4, 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 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 the an Optionee’s Service with the Bank shall be terminated for “cause,” as defined in Section 4.4(b5.5 (b) hereof, then no Option any Options held by the Optionee, which is are vested and unexercised in whole or in part, may be exercised on or after within ninety (90) days from the date on which the Optionee is first notified in writing by the Bank of such termination for cause. (b) For purposes of this Section 4.45.5, 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 bank regulatory agency, or failure by the Optionee to perform his stated duties. (c) If the an Optionee’s Service with the Bank shall be terminated for any reason other than for cause (as defined in Section 4.4(b5.5 (b) hereof) and other than the retirement after age seventyfifty-two nine and one-half (7259.5) or the disability (as defined in Section 4.4(e5.5(e) hereof) or death of the Optionee, then no any Options held by such Optionee, which are vested but unexercised portion of the Option may be exercised on or after within ninety (90) days of the date of such termination of ServicesService. (d) If the an Optionee’s Service with the Bank shall be terminated by reason of retirement after age seventy-two from active employment with the Bank (72or a Related Company) under the Bank’s retirement plan or the policy, or death or disability (as defined in Section 4.4(e5.5 (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 any Options 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 Nonstatutory Stock Options (as defined in the Plan) granted after June 28, 2010 (the date on which this amended Section 5.5(d) 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 for or within ninety (90) days after from the date of such termination (one year in the case of death or disability)Optionee’s death, and to the extent of the full amount of the shares subject to such Optionswhichever is later. (e) For purposes of this Section 4.45.5, 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 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 the Optionee’s Service with the Bank 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 Company or in part, may be exercised on or after the date on which the Optionee is first notified in writing by the Bank 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 bank regulatory agency, or failure by the Optionee to perform his stated duties. (c) If the Optionee’s Service with the Bank 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 seventysixty-two (7262) or the disability (as defined in Section 4.4(e) hereofthe Plan) or death of the Optionee, then no unexercised portion of the Option may be exercised on or after such termination of Services. (db) If the Optionee’s Service with the Bank Company or a Subsidiary shall be terminated by reason of retirement after age seventysixty-two (7262) or the death or disability (as defined in Section 4.4(ethe Plan) hereof) or death 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 Option for ninety until the tenth anniversary of the Grant Date (90) days after subject to adjustment of the date Option and the Option Price in accordance with the provisions of such termination (one year in the case of death or disabilityPlan), and to the extent of the full amount of the shares subject to such Options. (ec) For purposes No transfer of this Section 4.4, the Option by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Company may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of 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 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 conditions of the United StatesOption.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If the Optionee’s Service with the Bank 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 Bank 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 bank regulatory agency, or failure by the Optionee to perform his stated duties. (c) If the Optionee’s 's Service with the Bank 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 seventysixty-two five (7265) or the disability (as defined in Section 4.4(e) hereofthe Plan) or death of the Optionee, then no unexercised portion of the Option may be exercised on or after such termination of Services. (db) If the Optionee’s 's Service with the Bank shall be terminated by reason of retirement after age seventysixty-two five (7265) or the death or disability (as defined in Section 4.4(ethe Plan) hereof) or death 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 's will or the laws of descent and distribution, as the case may be, shall have the right to exercise the Optionee’s 's Option for ninety (90) days after the date of such termination (one year in the case of death or disability)termination, and but only to the extent that the Option were exercisable at the date of the full amount of the shares subject to such Optionstermination. (ec) For purposes No transfer of this Section 4.4, the Option by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Bank unless the Bank shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Bank may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of 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 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 conditions of the United StatesOption.

Effect of Death, Disability, Retirement, or Other Termination of Service. (a) If the Optionee’s Service with the Bank 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 Bank 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 bank regulatory agency, or failure by the Optionee to perform his stated duties. (c) If the Optionee’s Service with the Bank 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 seventy-two (72) or the disability (as defined in Section 4.4(e) hereofthe Plan) or death of the Optionee, then no unexercised portion of the Option may be exercised on or after such termination of Services. (db) If the Optionee’s Service with the Bank shall be terminated by reason of retirement after age seventy-two (72) or the death or disability (as defined in Section 4.4(ethe Plan) hereof) or death 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 Option for ninety (90) days after the date of such termination (one year in the case of death or disability), and to the extent of the full amount of the shares subject to such Options. (ec) For purposes No transfer of this Section 4.4, the Option by the Optionee by will or by the laws of descent and distribution shall be effective to bind the Bank unless the Bank shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Bank may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of 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 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 conditions of the United StatesOption.