Common use of Termination by Executive other than for Good Reason Clause in Contracts

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Bank. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Banktime. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s 's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s 's Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan, as modified by this Agreement.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Banktime. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s 's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s 's Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Banktime. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan, as modified by this Agreement.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Bank. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplans and all rights to the Retirement Benefit provided under Section 5(b)(v) of this Agreement shall be governed by Section 5(b)(v).

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Bank. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplans and all rights to the Retirement Benefit provided under Section 5(b)(v) of this Agreement shall be governed by Section 5(b)(v).

Termination by Executive other than for Good Reason. Executive may terminate his her employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Bank. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time time, upon 90 days’ written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time time, upon 90 days’ ' written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s 's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s 's Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP USERP and any other benefit plan shall be governed by such plansplan.

Termination by Executive other than for Good Reason. Executive may terminate his her employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Banktime. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s 's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s 's Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP EXPP, USERP and any other benefit plan shall be governed by such plansplan, subject to Section 5(b) hereof, including without limitation that Additional Service Credits that were credited as of Executive’s termination as provided in Section 5(b)(iv) of this Agreement shall be fully reflected.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, stock appreciation rights, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP EXPP, USERP and any other benefit plan shall be governed by such plansplan, subject to Section 5(b) hereof, including without limitation that Additional Service Credits that were credited as of Executive’s termination as provided in Section 5(b)(iv) of this Agreement shall be fully reflected.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time time, upon 90 days’ written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan.

Termination by Executive other than for Good Reason. Executive may terminate his her employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP EXPP and any other benefit plan shall be governed by such plansplan subject to, in the case of the EXPP, Section 5(b)(iv) of this Agreement pursuant to which Prior Service that was credited under the EXPP as of Executive’s termination shall be fully reflected.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Banktime. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, stock appreciation rights, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan, as modified by this Agreement.

Termination by Executive other than for Good Reason. Executive may terminate his her employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Banktime. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s 's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s 's Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan; and (iv) Executive's rights and obligations with respect to the loan described in Section 5(g) will be as set forth in that Section.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time time, upon 90 days’ written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g), and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, stock appreciation rights, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plansplan (subject to Section 5(b)).

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ written notice to the Bank. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted; (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP and any other benefit plan shall be governed by such plans.

Termination by Executive other than for Good Reason. Executive may terminate his employment hereunder voluntarily for reasons other than Good Reason (as defined in Section 8(e)) at any time upon 90 days’ ' written notice to the BankCompany. An election by Executive not to extend the Term pursuant to Section 2 hereof shall be deemed to be a termination of employment by Executive for reasons other than Good Reason at the date of expiration of the Term, unless a Change in Control (as defined in Section 8(b)) occurs prior to, and there exists Good Reason at, such date of expiration; provided, however, that, if Executive has attained age 60 at such date of termination, such termination shall be deemed a Retirement of Executive, which shall instead be governed by Section 6(a) above. At the time Executive’s 's employment is terminated by Executive other than for Good Reason the Term will terminate, all obligations of the Bank Company and Executive under Sections 1 through 5 of this Agreement will immediately cease, and the Bank Company will pay Executive at the time specified in Section 7(g)Executive, and Executive will be entitled to receive, the following: (i) Executive’s 's Compensation Accrued at Termination; (ii) All stock options, restricted stock and deferred stock awards, including outstanding stock plan PERS awards, and all other long-term incentive awards will be governed by the terms of the plans and programs under which the awards were granted;; and (iii) All deferral arrangements under Section 5(d) will be settled in accordance with the plans and programs governing the deferral, and all rights under the SERP USERP and any other benefit plan shall be governed by such plansplan.