Involuntary Termination Not for Cause. If Executive’s employment with the Company terminates other than for Cause (as defined herein), and Executive signs and does not revoke the Company’s severance and release agreement no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”), then, subject to Section 9, Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to her Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies or in one lump sum payment at the discretion of the Company; (ii) payment of any Bonus amount earned (pro-rated to reflect the date of termination) pursuant to Section 3(b) of this Agreement; and (iii) a number of the shares of common stock subject to the RSPA (and any other outstanding stock options then held by Executive) that would have vested had Executive remained employed by the Company for six (6) months following the date of termination shall automatically vest and become exercisable.”
(i) “In no event will severance payments or benefits be paid or provided until the severance and release agreement actually becomes effective and irrevocable. If the severance and release agreement does not become effective by the Release Deadline, Executive will forfeit any rights to severance or benefits under this Agreement. It is expected that all severance under this Agreement will be exempt from Section 409A (as defined below) as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-l(b)(a)(iii) of the Treasury Regulations. However, if this is not the case, then any severance payments or benefits under this Agreement that would be considered Deferred Compensation Separation Benefits (as defined herein) shall be paid on, or, in the case of installments, shall not commence until, the sixtieth (60th) day following Executive’s separation from service, or, if later, such time as required by the provisions of Section 409A. Any installment payments that would have been made to Executive during the sixty (60) day period immediately following Executive’s separation from service but for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s separation from service and the remaining payments shall be made as provided in this Agreement. If Executive should die befo...
Involuntary Termination Not for Cause. If Executive’s employment with the Company terminates other than for Cause (as defined herein), and Executive signs and does not revoke the Company’s severance and release agreement, then, subject to Section 9, Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to her Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies or in one lump sum payment at the discretion of the Company; (ii) payment of any Bonus amount earned (pro-rated to reflect the date of termination) pursuant to Section 3(b) of this Agreement; and (iii) a number of the shares of common stock subject to the RSPA (and any other outstanding stock options then held by Executive) that would have vested had Executive remained employed by the Company for six (6) months following the date of termination shall automatically vest and become exercisable.
Involuntary Termination Not for Cause. Termination If the Employee's employment is terminated as a result of Involuntary Termination (whether such termination is initiated by the Company or by the Employee), or as a result of termination other than for Cause, then the Employee shall receive the following severance benefits from the Company:
Involuntary Termination Not for Cause. Upon involuntary termination of the Holder’s employment by his or her employer not for cause (and other than due to the Holder’s death or disability), the Restricted Stock Units shall continue to vest in the manner provided for in the Holder’s terms and conditions (and any Restricted Stock Units that are unvested after giving effect to such termination will continue to terminate for no value as of the date of the Holder’s termination of employment as provided for in the terms and conditions). Vested Restricted Stock Units will be paid as soon as administratively practical (and in all events within 90 days) following the date of the Holder’s Separation from Service if the Separation from Service occurs prior to any other applicable payment event otherwise provided for in the terms and conditions as amended by this Amendment. For purposes of the terms and conditions, a “Separation from Service” means the Holder’s “separation from service” with the Company as that term is used for purposes of Section 409A. Notwithstanding the foregoing provisions, if at the time of the Holder’s involuntary termination, the Holder is eligible for Retirement, the Retirement vesting and payment provisions in Section 8.2 of the terms and conditions will apply to that Holder instead of the vesting and payment provisions for an involuntary termination of the Holder’s employment by his or her employer not for cause.
Involuntary Termination Not for Cause. If the Bank terminates Executive’s employment without Cause during the term of this Agreement (including by layoff, reduction in force, or reorganization), Executive will be entitled to the following payments and benefits, provided that Executive signs a release of any and all legal claims against the Bank in a form reasonably acceptable to the Bank and such release becomes effective:
(a) A lump sum payment in the gross amount of two hundred percent (200%) of Executive’s annual Base Compensation, to be paid within sixty (60) days of Executive’s termination; and
(b) A lump sum payment in the gross amount of the annual incentive payments for which Executive would be eligible under the MIP during the calendar year in which his employment is terminated, divided by the number of complete months that Executive is employed during the calendar year in which his employment is terminated, to be paid within sixty (60) days of Executive’s termination; and
(c) Full vesting of benefits in existing grants under the Bank’s Long-Term Incentive Plan, as determined by the terms of the Plan document; and
(d) A lump sum payment equivalent to twenty-four (24) times the amount of the Bank’s standard monthly contribution to the premiums for Executive’s participation in the Bank’s group health and dental insurance plans at the rates in effect at the time of Executive’s termination; and
(e) The amounts set forth in paragraph 4 above.
Involuntary Termination Not for Cause. Notwithstanding the Term ------------------------------------- of this Agreement, if Employee's employment with the Company terminates as a result of an Involuntary Termination at any time prior to the end of the Term, then Employee shall continue to receive his Base Compensation (payable on the Company's regularly scheduled payroll dates), and employee benefits referenced in Section 2(b) above, and arrangements of the Company governing such benefit plans, for the greater of (i) nine (9) months from the date of such Involuntary Termination or (ii) that number of full months between the date of such Involuntary Termination and the end of the Term.
Involuntary Termination Not for Cause. In the event of a Change of Control, if Executive's employment with the Company terminates within two years of the Change of Control, other than voluntarily not for "Good Reason" (as defined herein) or for "Cause" (as defined herein), and Executive signs and does not revoke the Company's severance and release agreement, then, subject to Section 11, Executive shall be entitled to receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company's normal payroll policies; and (ii) one-half (1/2) any unvested portion of the Option shall immediately vest and become exercisable.
Involuntary Termination Not for Cause. If the Bank terminates Executive’s employment without Cause during the term of this Agreement (including by layoff, reduction in force, or reorganization), Executive will be entitled to the following payments and benefits, provided that Executive signs a release of any and all legal claims against the Bank in a form reasonably acceptable to the Bank and such release becomes effective:
(a) A lump sum payment in the gross amount of two hundred percent (200%) of Executive’s annual Base Compensation, to be paid within sixty (60) days of Executive’s termination; and
(b) A lump sum payment in the gross amount of the annual incentive payments for which Executive would be eligible under the MIP during the calendar year in which his employment is terminated, divided by the number of complete months that Executive is employed during the calendar year in which his employment is terminated, to be paid within sixty (60) days of Executive’s termination; and
(c) Full vesting of benefits in existing grants under the Bank’s Long-Term Incentive Plan, as determined by the terms of the Plan document; and
(d) Continued participation in the Bank’s group health and dental insurance plans for twenty-four (24) months after the termination of Executive’s employment or until Executive commences employment offering such benefits, whichever period is shorter (the “Benefits Period”).
(i) In order to receive such continued health and dental coverage, Executive must be eligible for and elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the terms of the applicable programs.
(ii) The Bank will pay the premiums for Executive’s participation in its group health and dental insurance plans directly to the insurers offering those plans to the extent permitted by the insurers. The Bank shall make payments to insurers for Executive’s continued participation in its health and dental plans on a regular monthly basis, and those payments are not subject to acceleration or liquidation, except as described in paragraph 5(d)(iii).
(iii) To the extent that any of the Bank’s group health and dental insurance plans do not allow for the Bank’s direct payment of premiums for Executive after termination of Executive’s employment, the Bank will reimburse Executive for those insurance premiums, in a lump sum and on a taxable basis if so required, in the gross amount of any monthly premiums remaining in the Benefits Period within sixty (60) days of the Ba...
Involuntary Termination Not for Cause. If Executive’s employment with the Company terminates other than voluntarily, without Good Reason (as defined herein) or for Cause (as defined herein), and Executive signs and does not revoke the Company’s severance and release agreement, then, subject to paragraph 11 of this Agreement, Executive shall be entitled to continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies; and (ii) any unvested portion of the Option shall immediately vest and become exercisable.
Involuntary Termination Not for Cause. At the request of a majority of the board of directors of the Company, Employee agrees to tender his resignation as an officer, director and employee of the Company. Other than his position and responsibilities as an employee, director and officer of the Company, and other than as set forth in the following, such resignation will not affect the term, base compensation, bonus payments or benefits of this Agreement or the Noncompetition Agreement. As consideration for tendering his resignation as an officer, director and employee of the Company and provided that Employee delivers a full release to the Company, Employee will receive, in addition to the other payments to which he 5 - EMPLOYMENT AGREEMENT is entitled, an amount equal to two (2) times his base compensation and bonus for the calendar year prior to the year in which the resignation is tendered.
