Involuntary Termination Without Just Cause. In the event that the Participant’s employment with BB&T or an Affiliate is involuntarily terminated by BB&T without Just Cause, the Option shall become fully vested and fully exercisable as of the Participant’s Termination Date without regard to the installment exercise limitations set forth in Section 3(b). For purposes of this Agreement, the involuntary termination of the Participant by BB&T shall be without Just Cause unless the termination is on account of the Participant’s (a) dishonesty, theft or embezzlement; (b) refusal or failure to perform the Participant’s assigned duties for BB&T or its Affiliates in a satisfactory manner; or (c) engaging in any conduct that could be materially damaging to BB&T or its Affiliates without a reasonable good faith belief that such conduct was in the best interest of BB&T or any of its Affiliates. The determination of Just Cause shall be made by the Administrator or its designee, and its determination shall be final and conclusive. The Participant may exercise the Option following an involuntary termination without Just Cause until the Expiration Date.
Involuntary Termination Without Just Cause. In the event that a Unionized employee who joined the plan prior to the Effective Date is involuntarily terminated without just cause, NSPI shall provide the pension benefits that the member would have received had the changes not taken place (i.e., pension will be based on the terms of the “Current Plan”). The additional payment to make the member “whole” may be made through NSPI’s general accounts or by way of an amendment to the pension plan to provide the additional benefits.
Involuntary Termination Without Just Cause. If Employee is terminated within the first two (2) years following the closing of the merger of City Holding Company and Community Financial and their respective subsidiaries (the “Contract Period”) involuntarily and without “Just Cause” as defined below, Employee will receive severance of $526,417 (“Termination Compensation”). Such Termination Compensation shall be paid in equal installments over twenty-four (24) months, and shall run concurrent with the Non-Compete & Non-Solicit Condition described in Section 6 below. “Just Cause” shall mean termination for Employee’s personal dishonesty, gross incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or a final cease-and-desist order, conviction of a felony or of a misdemeanor involving moral turpitude, unethical business practices in connection with Employer’s business, or misappropriation of Employer’s assets or similarly serious violation of policy of City National Bank of West Virginia or City Holding Company. If the termination is for “Just Cause”, then no termination compensation shall be paid.
