Termination and Payments Upon Termination Sample Clauses

Termination and Payments Upon Termination. (a) Employee or the Employer may terminate this Agreement for any reason or for no reason at all at any time, with or without Cause (as defined below), during or after the Term, by providing the other party with notice of termination as provided in Section 8.1(c). The Employer shall pay Employee his Base Salary and all other amounts, in each such case, actually earned, accrued or owing as of the date of termination but not yet paid to Employee through the date of termination; provided that if the Employee is terminated by the Employer without Cause (as defined below) after the date of this Agreement, then, in addition to the payments described in this Section 8.1(a), the Employer shall pay Employee a lump sum payment in an amount equal to fifty percent (50%) of Employee’s then-current annual Base Salary at the time he is terminated. The payment of the lump sum amount under this Section 8.1(a) shall be made on the earlier of the date ending on the expiration of thirty days following the earlier of the date of termination of Employee’s employment or the death of the Employee; provided that notwithstanding the foregoing, to the extent any payment under this Section 8.1(a) is “nonqualified deferred compensation” and/or the Employee is considered a “key employee” of the Employer within the meaning of Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder, then such payment shall be made on the date ending on the expiration of the sixth month following the earlier of the date of termination of Employee’s employment or the Employee’s death. (b) For purposes of this Agreement, “Cause” shall mean (i) Employee’s gross and willful misappropriation or theft of the Employer’s or its subsidiary’s or affiliate’s funds or property, (ii) Employee’s commission of any fraud, misappropriation, embezzlement or similar act, whether or not a punishable criminal offense, or Employee’s conviction of or entering of a plea of nolo contendere to a charge of any felony or crime involving dishonesty or moral turpitude, (iii) Employee’s engagement in any willful conduct that is injurious to the Employer or its subsidiaries or affiliates, (iv) Employee’s material breach of this Agreement or failure to perform any of his material duties owed to the Employer or its subsidiaries or affiliates, or (v) Employee’s commission of any act involving willful malfeasance or gross negligence or Employee’s failure to act involving material nonfeasance.

Termination and Payments Upon Termination. (a) The Executive and the Bank hereby agree that this Agreement and the employment relationship shall immediately terminate upon: (i) Executive’s death; or (ii) Written notice of termination for “Cause” given by the Bank to Executive. “Cause” shall mean: (1) the engaging by the Executive in serious misconduct injurious to the Bank, or (2) the violation by the Executive of the provisions of Sections 3, 6, or 7 of this Agreement, or (3) the dishonesty or gross negligence of the Executive in the performance of his duties under this Agreement, or (4) the Executive’s breach of a fiduciary duty to the Bank involving personal profit, or (5) the violation by Executive of any law, rule or regulation governing banks or bank officers, or any final and unappealable cease and desist order issued by any regulatory authority, court or other body having jurisdiction over the Bank or Orrstown, any of which, directly and materially xxxxx the business of the Bank, or (6) moral turpitude or other serious misconduct on the part of Executive which brings material public discredit to the Bank.

Termination and Payments Upon Termination