Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).
Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.
TERMINATION UPON RETIREMENT Termination of Executive’s employment based on “
Termination for Retirement or Death If Executive’s employment is terminated by reason of his retirement or death following a Change in Control, Executive’s benefits shall be determined in accordance with Company’s retirement, survivor’s benefits, insurance, and other applicable programs then in effect, and Executive shall not be entitled to any other benefits provided by this Agreement.
Death or Retirement Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Term. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age sixty-five (65) with at least ten (10) years of service.
Termination on Account of Death or Disability During the Term, if the Executive’s employment terminates due to the Executive’s death, or is terminated by the Company and the Employer due to the Executive’s Disability as provided in Section 3(b), then the Company shall pay the Executive (or his beneficiary or representative) (i) his Accrued Benefit, (ii) to the extent that any annual incentive compensation payable under Section 2(b) with respect to any completed fiscal year has not been paid as of the Date of Termination, the actual incentive compensation payable with respect to such year, payable on the date such amounts would otherwise be paid, (iii) a portion of the annual incentive compensation payable under Section 2(b), based upon the number of days in the year of termination through the Date of Termination relative to 365, that the Executive would have received based on actual achievement of applicable performance metrics for the applicable performance period, with such amount payable on the date such bonus would otherwise have been paid, and (iv) full vesting of all Company, Employer or any of its or their affiliates’ equity awards that are subject to time-based vesting, effective as of the Date of Termination. Accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the plan governing particular equity awards, as in effect at the time such equity awards were granted, or an award agreement governing a particular equity award.
Termination on Account of Disability Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive executes and does not revoke the Release:
Termination on Death or Disability Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:
TERMINATION UPON RETIREMENT, DISABILITY OR DEATH Termination by the Bank of the Executive based on "
Retirement or Disability If you retire under the terms of any qualified pension plan provided by the Company or one of its subsidiaries, or if you are totally and permanently disabled, the Option may be exercised as to the total number of shares subject to the Option (without regard to the exercise schedule set forth in paragraph 4) at any time within one year after the date of retirement or disability retirement, but not after the Expiration Date.
