Common use of Termination for Cause or Without Good Reason Clause in Contracts

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary, which shall be paid in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i) through 4.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base SalarySalary and accrued but unused vacation, which shall be paid in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i) through 4.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated at any time by the Company for Cause or by the Executive without Good Reason. If the Executive’s 's employment is terminated terminated, by termination letter, by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any paid base salary or any accrued but unpaid Base Salary, which shall be paid in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Quarterly Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; date provided that, if the Executive’s 's employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Quarterly Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; (iv) Equity Compensation paid upon execution of this agreement and any other conferred vested equity compensation; and (ivv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i. (a) (i) through 4.1(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base SalarySalary and accrued but unused vacation, which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if date except to the Executive’s employment extent payment is terminated by the Company for Cause, then otherwise deferred pursuant to any such accrued but unpaid Annual Bonus shall be forfeitedapplicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation)benefits, if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i5.1(a)(i) through 4.1(a)(iv5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Equity Plan and the applicable award agreements. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Upon termination of Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Company shall have no further obligation or liability to Executive shall be entitled to receiveunder this Agreement, other than for: (i) any accrued but unpaid Base Salary, Salary and accrued but unused vacation which shall be paid in accordance with on the Company’s customary payroll proceduresdate required by applicable law; (ii) any Annual Bonus earned and awarded for the fiscal year preceding that in which termination occurs, but unpaid on the date of termination (the “Prior Year Bonus”), except that in the event of Executive’s termination pursuant to this Section 7(c), any such Annual Bonus with respect to any completed fiscal for a year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided thatawarded and payable in accordance with Section 6(b) hereof, if the subject to Executive’s employment is terminated by with the Company for Cause, then any such accrued but unpaid on the last day of the year to which the Annual Bonus shall be forfeitedrelates; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and, and provided that such expenses and required substantiation and documentation are submitted within thirty (30) days following termination; (iv) such employee benefits (including equity compensation)benefits, if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein; and (v) all amounts otherwise required to be paid or provided by law. Items 4.1(a)(iThe amounts descripted in Sections 7(c)(i) through 4.1(a)(iv7(c)(v) are referred to herein collectively as the “Accrued Amounts.”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary, Salary which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned declared but unpaid Annual Additional Bonus with respect up to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided thatdate except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement and any vested or earned benefits under any benefit plans of the Company, if and pay for unused vacation days on the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeitedbasis of twenty-five (25) vacation days per year; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i) through 4.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company Bank for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company Bank for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base SalarySalary and accrued but unused vacation days, which shall be paid within one (1) week following the Termination Date (as defined below) in accordance with the CompanyBank’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, that if the Executive’s employment is terminated by the Company Bank for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the CompanyBank’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the CompanyBank’s employee benefit plans as of the Termination Date; provided that, that in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i5.1(a)(i) through 4.1(a)(iv5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. In the event that: (a) The Executivethe Company terminates Employee’s employment hereunder may be terminated by for Cause; or (b) the Employee resigns or terminates employment with the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, then the Executive Employee’s rights to receive any payments and benefits pursuant to this Agreement shall, effective upon the date of termination, terminate in all respects, except that the Company shall be entitled pay to receive: the Employee: (i) any accrued and unpaid base salary and unused vacation time; and (ii) “Vested Entitlements” which shall mean (x) notwithstanding the provisions of the plan pursuant to which the bonus is being paid, earned but unpaid Base Salary, which shall be paid bonuses from prior fiscal years (but only if the Employee resigns or terminates Without Good Reason but not if the Company terminates for Cause); (y) business expenses incurred by Employee prior to termination in accordance with the Company’s customary payroll procedures; policies; and (iiz) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Datevested amounts under tax-qualified retirement plans. All restricted stock, which shall be paid restricted stock units and stock options and other service-based or performance-based equity awards held by Employee on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus date of termination shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid terminate in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as plan and agreement pursuant to which they were issued. In the Executive may event that the termination without Good Reason occurs before the amount of the incentive compensation for services rendered in the year preceding the date of termination has been finally determined, then the payment to the Employee shall be entitled under an estimate based on the Employee’s targeted bonus with an adjustment to be made promptly upon the determination of the actual amount pursuant to the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i) through 4.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”Incentive Compensation Plan. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base SalarySalary and accrued but unused vacation, which shall be paid in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i. (a) (i) through 4.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated by the Company Bank for Cause or by the Executive without Good Reason. If the Executive’s 's employment is terminated by the Company Bank for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary, Salary and accrued but unused vacation which shall be paid within one (1) week following the Termination Date (as defined below) in accordance with the Company’s Bank's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal calendar year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s 's employment is terminated by the Company Bank for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s Bank's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s Bank's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i5.1(a)(i) through 4.1(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s 's employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s 's employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary, Salary and accrued but unused vacation which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s 's customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s 's employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the ExecutiveExecutive prior to the Termination Date, which shall be subject to and paid in accordance with the Company’s 's expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s 's employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i5.1(a)(i) through 4.1(a)(iv5.1(a)(iv) are referred to herein collectively as the “"Accrued Amounts”". (b) For purposes of this Agreement, “"Cause” " shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base Salary, which shall be paid in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation), if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. . Items 4.1(a)(i4.1(a) (i) through 4.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. (b) For purposes of this Agreement, “Cause” shall mean:

Termination for Cause or Without Good Reason. (a) The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason, the Executive shall be entitled to receive: (i) any accrued but unpaid Base SalarySalary and accrued but unused vacation or other paid time off through the Termination Date, which shall be paid on the pay date immediately following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures; (ii) any earned but unpaid Annual Bonus with respect to any completed fiscal year immediately preceding the Termination Date, which shall be paid on the otherwise applicable payment date; provided that, if date except to the Executive’s employment extent payment is terminated by the Company for Cause, then otherwise deferred pursuant to any such accrued but unpaid Annual Bonus shall be forfeitedapplicable deferred compensation arrangement; (iii) reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject to and paid in accordance with the Company’s expense reimbursement policy; and (iv) such employee benefits (including equity compensation)benefits, if any, as to which the Executive may be entitled under the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein. Items 4.1(a)(i5.1(a)(i) through 4.1(a)(iv5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”. The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Equity Plan and the applicable award agreements. (b) For purposes of this Agreement, “Cause” shall mean: