Termination by the Employer without Cause; or by the Executive for Good Reason. (a) For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to in writing by the Executive;
Termination by the Employer without Cause; or by the Executive for Good Reason. If the Employer terminates the Executive’s employment without Cause pursuant to Section 7.2 or the Executive terminates his employment for Good Reason pursuant to Section 7.4, the Executive shall be entitled, subject to Section 8.6, to receive:
Termination by the Employer without Cause; or by the Executive for Good Reason. (a) In the event the Employer terminates Executive’s employment under this Agreement without Cause or the Executive terminates Executive’s employment for Good Reason:
(i) Executive shall be entitled to receive the Accrued Amounts; and
(ii) subject to Executive’s compliance with Article III of this Agreement and Executive’s execution of a release of claims in favor of the Company Group and each of their respective officers and directors in a form provided by the Employer (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60 day period, the “Release Execution Period”), the Executive shall be entitled to receive for 12 months following the Termination Date (the applicable period, the “Severance Period”) (A) (1) the continuation of Executive’s Base Salary, as in effect on the Termination Date and (2) an amount equal to the Executive’s target annual bonus as set by the Compensation Committee for the year in which the Termination Date occurs, and (B) an amount, if any, by which the Employer was subsidizing medical and dental insurance coverage for Executive and his eligible dependents immediately prior to Executive’s Termination Date, and in each case, amounts owed to the Executive will be payable in equal installments during the Severance Period in accordance with the Employer’s normal payroll practices, but no less frequently than monthly, commencing with the first ordinary Employer payroll date following the Release Execution Period; provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment date if no delay associated with the Release Execution Period had been imposed. The Employer shall provide Executive with the Release within five business days after the Termination Date. The parties agree that time is of the essence and each party agrees to work to complete the Release so that the prescribed time periods for execution and revocation of the Release under the Age Discrimination in Employment Act will lapse before the last day of the Release Execution Period.
Termination by the Employer without Cause; or by the Executive for Good Reason. During the Term, if the Executive’s employment is terminated by the Employer without Cause as provided in Section 5(d), or the Executive terminates his employment for Good Reason as provided in Section 5(e), the Employer shall pay to the Executive his Accrued Benefits and provide the benefit described in the last sentence of Section 6(a). In addition, subject to the last paragraph of this Section 6(b), the Employer shall pay to Executive an amount equal to the Base Salary he would have been entitled to receive had he continued employment for the remainder of the then in effect Term (“Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Bank’s payroll practice over the remainder of the Term (“Severance Period”) commencing within sixty (60) days after the date of termination, subject to the receipt of the signed Release Agreement (described below) within such sixty (60) day period; and further subject to the delay specified in Section 8(a) hereof in the event Executive is a specified employee (as defined therein); provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the payment of the Severance Amount shall commence in the second calendar year. Solely for purposes of Section 409A of the Code, each installment payment shall be considered a separate payment. The provision of the Severance Amount shall be conditioned on the Executive signing a Release Agreement substantially in the form of Exhibit A (“Release Agreement”) within the time period set forth therein and not revoking the Release Agreement within the seven (7) day revocation period set forth in the Release Agreement; provided that the Employer tenders the Release Agreement to the Executive no later than seven (7) days after the date of termination of employment. Notwithstanding the foregoing, the Release Agreement may be modified to the extent necessary to comply with applicable law from and after the date of this Agreement.
Termination by the Employer without Cause; or by the Executive for Good Reason. Subject to Subparagraph 5(c)(ii), if the Executive's employment is terminated by the Employer without Cause or by the Executive for Good Reason, the Employer shall pay to the Executive in accordance with the Employer's then current payroll practices: (A) Base Compensation, at the annual rate in effect immediately prior to termination, plus an amount equal to the average annual bonus paid to the Executive in the preceding two (2) fiscal years, payable in equal monthly installments over a period of 12 months; plus (B) any earned and unpaid Base Compensation and bonus for the period ending on termination. In addition, the Employer shall (A) pay for and continue disability insurance and health insurance benefits provided to the Executive and the Executive's dependents immediately prior to the termination of the Executive's employment for a period of 12 months, and (B) in accordance with past practice, reimburse the Executive for expenses incurred in accordance with § 4. The Executive's entitlement to the compensation and benefits described in this subsection (i) is specifically subject to the execution and delivery by the Executive of a release agreement in form and substance reasonably acceptable to the Employer.
Termination by the Employer without Cause; or by the Executive for Good Reason. Subject to Subparagraph 5(c)(ii), if the Executive’s employment is terminated by the Employer without Cause or by the Executive for Good Reason (except in the case of Executive’s Voluntary Retirement as specifically provided below), the Employer shall pay to the Executive in accordance with the Employer’s then current payroll practices one (1) year of Base Compensation; plus any earned and unpaid Base Compensation for the period ending on termination; plus the incentive bonus prorated as of the date of termination. In the case of Executive’s Voluntarily Retirement which qualifies as an event of Good Reason, the Employer shall pay to the Executive one (1) year of Base Compensation, reduced by the market value of Executive’s SERP as of the date of Executive’s Voluntary Retirement. In addition, the Employer shall (A) pay for and continue disability insurance and health insurance benefits provided to the Executive and the Executive’s dependents immediately prior to the termination of the Executive’s employment for a period of one year, (B) in accordance with past practice, reimburse the Executive for expenses incurred in accordance with § 4; and (C) pay for and continue life insurance policy in accordance with §3(e) for a period of one year. The Executive’s entitlement to the compensation and benefits described in this subsection (i) is specifically subject to the execution and delivery by the Executive of a release agreement in form and substance reasonably acceptable to the Employer.
Termination by the Employer without Cause; or by the Executive for Good Reason. In the event of a termination of the Executive’s employment with the Employer by the Employer without Cause or by the Executive for Good Reason, and subject to the Executive’s execution and non-revocation of a release of any and all legal claims in the form annexed hereto as Exhibit C (the “Release”), in addition to the Accrued Benefit, the Employer shall provide to the Executive the following termination benefits (“Termination Benefits”):
(i) continuation of the Executive’s Salary at the highest annual rate applicable within the four (4) months preceding the date of termination;
(ii) provided the Executive timely elects continued coverage under any of Employer’s group health, dental, vision or prescription drug plan benefits in which he participates on the date of his termination of employment to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), monthly reimbursement for COBRA premiums paid by the Executive for such continued coverage, less the amount that the Executive would be required to contribute for such coverage if the Executive were an active employee of the Employer;
(iii) immediate vesting in any options that would have vested at the next immediate vesting event following the date the Executive’s employment is terminated, provided, however, that the Executive must continue to comply with his obligations under this Agreement to be eligible for such vesting, including, without limitation, his post-employment obligations set forth in Section 9 below. The Termination Benefits set forth in Sections 8(c)(i) and (ii) above shall continue effective for twelve (12) months after the date of termination (the “Termination Benefits Period”). The Salary continuation payments under Section 8(c)(i) will be paid in installments in accordance with the Employer’s regular payroll practices, commencing with the first regular payroll date on or following sixty (60) days following the date of the Executive’s termination of employment, and the first payment will include any payments not yet paid during the period between the date of termination of employment and the date of the first payment.
Termination by the Employer without Cause; or by the Executive for Good Reason. In the event of termination of the Executive’s employment with the Employer pursuant to Section 6(b) or 6(e) above, and subject to the Executive’s execution and delivery of a release of any and all legal claims in a form satisfactory to the Employer, and expiration of any revocation period without the release being revoked, within forty-five (45) days following the Termination Date (the “Release Period”), the Employer shall provide to the Executive, in addition to the Accrued Compensation, the following termination benefits (“Termination Benefits”):
(i) continuation of the Executive’s Salary at the rate and in accordance with the Employer’s payroll practices then in effect pursuant to Section 4(a); and
(ii) continuation of any executive health and group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), subject to payment of premiums by the Employer to the extent that the Employer was covering such premiums as of the Termination Date (if permitted by law without violation of applicable discrimination rules, or, if not, the equivalent after-tax value payable as additional severance at the same time such premiums are otherwise payable); and
(iii) a pro-rated portion of the Annual Cash Incentive (as provided for in Schedule B) applicable to the fiscal year in which the Termination Date occurs (but, for clarity, not for any period after such fiscal year), based on the percentage completion of such fiscal year (measured from April 1st of such year through the Termination Date) and the degree of attainment of the applicable Annual Financial Goals (as defined in Schedule B) as of the Termination Date, as reasonably determined by the Compensation Committee, and paid at the same time as a bonus would otherwise be payable under Section 4(b);
(iv) acceleration of vesting of the options amended and/or granted under this Agreement on a pro-rata basis as if the vesting schedule had been monthly rather than annual, advanced to the next month; and
(v) acceleration of vesting of such number of PSUs that have been granted to Executive under Schedule B but which are then unvested, determined, for each then outstanding granted but unvested grant, by multiplying the PSUs that Executive would receive at each applicable “Target” level of performance, by a fraction, the numerator of which is the number of calendar months elapsed from the Grant Date of the applicable grant of PSUs through the Termination Date,...
Termination by the Employer without Cause; or by the Executive for Good Reason. If the Employer terminates this Agreement without Cause or the Executive terminates this Agreement for Good Reason, the Employer will pay the Executive his Base Salary and Benefits until December 31, 2002, except that only one-half of such Base Salary, together with all such Benefits, shall be paid to the Executive if he terminates this Agreement under Section 6.4.6.
Termination by the Employer without Cause; or by the Executive for Good Reason. Subject to Subparagraph 5(c)(ii), if the Executive’s employment is terminated by the Employer without Cause or by the Executive for Good Reason (except in the case of Executive’s Voluntary Retirement as specifically provided below), the Employer shall pay to the Executive in accordance with the Employer’s then current payroll practices one (1) year of Base Compensation; plus any earned and unpaid Base Compensation for the period ending on termination; plus the guaranteed annual bonus and the incentive bonus prorated as of the date of termination. In the case of Executive’s Voluntarily Retirement which qualifies as an event of Good Reason, the Employer shall pay to the Executive one (1) year of Base Compensation. In addition, the Employer shall (A) pay for and continue disability insurance and health insurance benefits provided to the Executive and the Executive’s dependents immediately prior to the termination of the Executive’s employment for a period of one year, (B) in accordance with past practice, reimburse the Executive for expenses incurred in accordance with § 4; and (C) pay for and continue life insurance policy in accordance with §3(e) for a period of one year. The Executive’s entitlement to the compensation and benefits described in this subsection (i) is specifically subject to the execution and delivery by the Executive of a release agreement in form and substance reasonably acceptable to the Employer.
