Termination of Employment or Service (a) Subject to the provisions of this Section 5, if the Participant’s employment with or service to the Company Group terminates for any reason, the unvested RSUs shall terminate as of the effective date of termination (the “Termination Date”), and all of the Participant’s rights hereunder with respect to such unvested RSUs shall cease as of the Termination Date (unless otherwise provided for by the Committee in accordance with the Plan).
(b) If the Participant’s employment or service is terminated by the Service Recipient during the Performance Period due to or during the Participant’s Disability or due to the Participant’s death, a pro-rated number of the target number of RSUs granted hereunder shall become vested and nonforfeitable (irrespective of performance) based on the number of days in the Performance Period prior to the Termination Date relative to the number of the days in the full Performance Period. Any RSUs that vest as provided herein shall be settled in accordance with Section 4.
(c) In the event the Participant’s employment with or service to the Company Group is terminated as a result of the Participant’s Retirement, the RSUs granted hereunder shall remain outstanding and eligible to vest, notwithstanding such termination of employment or service, based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date, in accordance with the schedule set forth in the Award Notice, so long as no Restrictive Covenant Violation occurs (as determined by the Committee, or its designee, in its sole discretion) prior to the Determination Date. Any RSUs that vest as provided herein shall be settled in accordance with Section 4. As a pre-condition to the Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the applicable vesting date that no Restrictive Covenant Violation has occurred. Notwithstanding the foregoing, if the Date of Grant of the RSUs is not at least six months prior to the date of the Participant’s Retirement, any unvested RSUs shall terminate as of the Termination Date.
(d) If the Participant’s employment with or service to the Company Group terminates for any reason after the last day of the Performance Period and before the Determination Date (other than a termination by the Company for Cause, or by the Participant while grounds for Cause exist or without Good Reason), and no Restrictive Covenant Violation occurs before the Determination Date, then all RSUs shall remain outstanding and eligible to vest based on (and to the extent) the Committee’s determination that the Performance Conditions have been satisfied on the Determination Date.
(e) Notwithstanding anything herein to the contrary, the RSUs granted hereunder shall become immediately fully vested as of the Termination Date and settled in accordance with Section 4 if the Participant’s employment with or service to the Company Group shall be terminated by the Company other than for Cause, or by the Participant for Good Reason, in either case if such termination of the Participant’s employment occurs within 12 months following a Change in Control (for the avoidance of doubt, a Change in Control alone shall not, also, result in any vesting hereunder), with the actual number of RSUs determined based on (i) actual performance through the Termination Date, as determined by the Committee, or (ii) if the Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance as determined by the Committee.
(f) For purposes of this Section 5, “Good Reason” means the occurrence of any of the following, without the Participant’s written consent:
Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.
Involuntary Termination of Employment If the Executive does not exercise his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason, including a termination due to disability of the Executive but excluding termination for Cause, or termination following a Change in Control within thirty-six (36) months of such Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to make an immediate lump sum Contribution to the Executive's Retirement Income Trust Fund in an amount equal to: (i) the full Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Contributions to the Retirement Income Trust Fund; provided however, that, if necessary, an additional amount shall be contributed to the Retirement Income Trust Fund which is sufficient to provide the Executive with after tax benefits (assuming a constant tax rate equal to the rate in effect as of the date of the Executive's termination) beginning at his Benefit Age, equal in amount to that benefit which would have been payable to the Executive if no secular trust had been implemented and the benefit obligation had been accrued under APB Opinion No. 12, as amended by FAS 106.
Termination of Employment Due to Death or Disability If your employment with the Company terminates due to death or Disability, in each case, prior to the Vesting Date, your Adjusted PSUs will vest and convert into Shares on the Adjustment Date (even though you are not employed by the Company on the Vesting Date). Upon a termination of employment due to death, the Adjusted PSUs shall be delivered in accordance with Section 10.
Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).
Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.
Termination of Employment Executive's employment hereunder may be terminated under the following circumstances:
Cessation of Employment In the event Executive shall cease to be employed by the Company for any reason, then Executive's compensation and benefits shall cease on the date of such event, except as otherwise provided herein or in any applicable employee benefit plan or program.
Termination of Employment Due to Death The Officer’s employment with the Bank shall terminate, automatically and without any further action on the part of any party to this Agreement, on the date of the Officer’s death. In such event, the Bank shall pay and deliver to his estate and surviving dependents and beneficiaries, as applicable, the Standard Termination Entitlements.
Termination of Employment by Death The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.
