Termination of Employment or Service as a Director. (a) In the event that Optionee is no longer an employee and no longer a director of the Corporation or one of its subsidiaries for any reason, the Option shall terminate immediately; provided, however, that Optionee shall have the right, subject to the provisions of Section 4 hereof with respect to the maximum term of the Option, to exercise the Option, at any time within three (3) months from the day he or she ceases to be an employee and/or director to the extent that he or she was entitled to exercise the same immediately prior to such day, except as provided below. Whether an authorized leave of absence on military or government service or for other reasons shall constitute a termination of employment or service as a director for purposes of this Agreement shall be determined by the Board, and such determination of the Board shall be final and conclusive. (b) If Optionee shall retire, die or become disabled, the three (3) month period specified in Subsection 7(a) shall be five (5) years. If Optionee shall die within five (5) years from the date when he or she ceases to be a director, his or her estate, personal representative, or beneficiary shall have the right, subject to the provisions of Section 4 hereof, to exercise the Option until the expiration of such five (5) year period, to the extent that he or she was entitled to exercise the same immediately prior to death. [for options granted with installment schedules: (c) Notwithstanding the foregoing, if the employment of the Optionee and the service of the Optionee as a director is "Terminated or Modified", as defined below, as a result of an within 24 months of a Change of Control, as defined below, and if this Option is not fully vested at the time of such Termination or Modification, the remaining installments may vest immediately upon such Termination or Modification. For purposes of this paragraph, "Terminated or Modified" is defined as a change in the Optionee's service terms that results in a reduction of economic benefits to the Optionee from the Corporation, including but not limited to a reduction in compensation, and "Change of Control" is defined as a merger, acquisition or change of control that requires notice to or approval of State or Federal banking regulators.] 8.
Termination of Employment or Service as a Director. Upon termination of the Optionee’s employment by or service as a director of the Corporation or any of its subsidiaries for Cause (as defined below), the Option may be exercised in whole or in part at any time or from time to time until and including the 30th day after such termination. If such employment or service as a director is terminated for any other reason, then the Option may be exercised in whole or in part at any time and from time to time during the remaining portion of the Option Term. Notwithstanding anything in this Agreement to the contrary, in no event may the Option be exercised following the Expiration Date. For purposes of this Section 6, the term “Cause” shall mean (1) an action or omission of the Optionee which constitutes a willful and material breach of, or a willful and material refusal (other than by reason of his disability or incapacity) to perform his duties which is not cured within fifteen (15) days after receipt by the Optionee of written notice of same, (2) fraud, embezzlement, misappropriation of funds or breach of trust in connection with his services to the Corporation, (3) conviction of a felony crime, or (4) gross negligence in connection with the performance of the Optionee’s duties which is not cured within fifteen (15) days after receipt by the Optionee of written notice of same.
Termination of Employment or Service as a Director
