Common use of Resignation for Good Reason; Termination without Cause Clause in Contracts

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates his employment for Good Reason pursuant to Section 11(d) or Employer terminates Executive without Cause pursuant to Section 11(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive: (i) Executive's then-current base salary from the Date of Termination through the remainder of the Term; (ii) Any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid; (iii) Reimbursement of expenses described in Section 7(e) incurred as of the Date of Termination but not yet reimbursed; and (iv) Immediate acceleration of vesting of all stock options which have been granted to Executive prior to the date of termination. (2) The payments to which Executive is entitled pursuant to subparagraphs (i) and (ii) of this Section 12(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount. (3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 12(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates his her employment for Good Reason pursuant to Section 11(d10(d) or Employer terminates Executive without Cause pursuant to Section 11(e10(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive: (i) Continued payment, in accordance with Employer’s standard payroll practices, of Executive's ’s then-current base salary from the Date effective date of Termination termination through the remainder of the Term, including any Renewal Term then in effect, but not less than for a period of one (1) year; (ii) Any The pro rata portion of any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Employer’s standard payroll practices; (iii) Reimbursement of expenses described in Section 7(e6(d) incurred as of the Date of Termination but not yet reimbursed; and (iv) Immediate acceleration of vesting of all stock options Discretionary Performance Shares and/or Stock Options which have been granted to Executive prior to the date of termination. (2) The payments to which Executive is entitled pursuant to subparagraphs (i) and (ii) of this Section 12(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount. (3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 12(c11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates his employment for Good Reason pursuant to Section 11(d10(d) or Employer terminates Executive without Cause pursuant to Section 11(e10(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive: (i) Continued payment, in accordance with Employer’s standard payroll practices, of Executive's ’s then-current base salary from the Date effective date of Termination termination through the remainder of the Term, including any Renewal Term then in effect, but not less than for a period of one (1) year; (ii) Any The pro rata portion of any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Employer’s standard payroll practices; (iii) Reimbursement of expenses described in Section 7(e6(d) incurred as of the Date of Termination but not yet reimbursed; and (iv) Immediate acceleration of vesting of all stock options Discretionary Performance Shares and/or Stock Options which have been granted to Executive prior to the date of termination. (2) The payments to which Executive is entitled pursuant to subparagraphs (i) and (ii) of this Section 12(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount. (3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 12(c11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates his employment for Good Reason pursuant to Section 11(d10(d) or Employer terminates Executive without Cause pursuant to Section 11(e10(e), and such termination is not within two one (21) years year following a Change of Control, Executive shall receive: (i) Continued payment, in accordance with Employer’s standard payroll practices, of Executive's ’s then-current base salary from the Date effective date of Termination termination through the remainder of the Term, including any Renewal Term then in effect, but not less than for a period of one (1) year; (ii) Any The pro rata portion of any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Employer’s standard payroll practices; (iii) Reimbursement of expenses described in Section 7(e6(d) incurred as of the Date of Termination but not yet reimbursed; and (iv) Immediate acceleration of vesting of all stock options Discretionary Performance Shares and/or Stock Options which have been granted to Executive prior to the date of termination. (2) The payments to which Executive is entitled pursuant to subparagraphs (i) and (ii) of this Section 12(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount. (3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 12(c11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.

Resignation for Good Reason; Termination without Cause. (1) If Executive terminates his employment for Good Reason pursuant to Section 11(d10(d) or Employer Bank terminates Executive without Cause pursuant to Section 11(e10(e), and such termination is not within two (2) years following a Change of Control, Executive shall receive: (i) Continued payment, in accordance with Bank’s standard payroll practices, of Executive's ’s then-current base salary from the Date effective date of Termination termination through the remainder of the Term, including any renewal Term, but not less than for a period of one (1) year; (ii) Any The pro rata portion of any incentive compensation earned for any performance period completed on or before the Date of Termination but not yet paid, which shall be calculated in the ordinary course and paid in accordance with Bank’s standard payroll practices; (iii) Reimbursement of expenses described in Section 7(e6(e) incurred as of the Date of Termination but not yet reimbursed; and (iv) Immediate acceleration of vesting of all stock options Discretionary Performance Shares and/or Stock Options which have been granted to Executive prior to the date of termination. (2) The payments to which Executive is entitled pursuant to subparagraphs (i) and (ii) of this Section 12(c)(1) shall be paid in equal monthly installment payments over the Restricted Period, as defined in Section 13(a), with no percent value or other discount. (3) Executive shall not be required to mitigate the amount of any payment or benefit contemplated by this Section 12(c11(c) (whether by seeking new employment or otherwise), and no such payment or benefit shall be reduced by earnings that Executive may receive from any other source.