Termination of Employment with Severance Benefits Sample Clauses

Termination of Employment with Severance Benefits. (a) In the event that the Officer’s employment with the Bank shall terminate during the Assurance Period, or prior to the commencement of the Assurance Period but within three (3) months of and in connection with a Change of Control as defined in section 10 of this Agreement on account of: (i) The Officer’s voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Bank’s Board to appoint or re-appoint or elect or re-elect the Officer to serve in the same position in which the Officer was serving, on the day before the Assurance Period commenced or a more senior office; (B) the failure of the stockholders of the Holding Company to elect or re-elect the Officer as a member of the Board, if he was a member of the Board on the day before the Assurance Period commenced; (C) the expiration of a thirty (30) day period following the date on which the Officer gives written notice to the Bank of its material failure, whether by amendment of the Bank’s Organization Certificate or By-laws, action of the Board or the Holding Company’s stockholders or otherwise, to vest in the Officer the functions, duties, or responsibilities vested in the Officer on the day before the Assurance Period commenced (or the functions, duties and responsibilities of a more senior office to which the Officer may be appointed), unless during such thirty (30) day period, the Bank fully cures such failure; (D) the failure of the Bank to cure a material breach of this Agreement by the Bank, within thirty (30) days following written notice from the Officer of such material breach; (E) a reduction in the compensation provided to the Officer, or a material reduction in the benefits provided to the Officer under the Bank’s program of employee benefits, compared with the compensation and benefits that were provided to the Officer on the day before the Assurance Period commenced; (F) a change in the Officer’s principal place of employment that would result in a one-way commuting time in excess of the greater of (I) 30 minutes or (II) the Officer’s commuting time immediately prior to such change; or (ii) the discharge of the Officer by the Bank for any reason other than for “cause” as provided in section 9(a); then, subject to section 21, the Bank shall provide the benefits and pay to the Officer the amounts provided for under section 8(b) of this Agreement; provided, however, that if benefits or payments become due hereunder as a result of the Office...
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Termination of Employment with Severance Benefits and Section 17.
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Termination of Employment with Severance Benefits. (a) Xx. Xxxxxxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Bank terminates during the Employment Period under any of the following circumstances: (i) Xx. Xxxxxxxxx'x voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect Xx. Xxxxxxxxx to the office of President and Chief Operating Officer (or a more senior office) of the Bank; (B) the failure of the stockholders of the Bank to elect or re-elect Xx. Xxxxxxxxx or the failure of the Board (or the nominating committee thereof) to nominate Xx. Xxxxxxxxx for such election or re-election; (C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank of its material failure, whether by amendment of the Bank's Charter or By-laws, action of the Board or the Bank's stockholders or otherwise, to vest in Xx. Xxxxxxxxx the functions, duties, or responsibilities prescribed in section 3 of this Agreement, unless, during such thirty (30) day period, the Bank fully cures such failure in a manner determined by Xx. Xxxxxxxxx, in his discretion, to be satisfactory; or (D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxxxxxx gives written notice to the Bank of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxxxxxx'x rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxxxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Bank fully cures such failure; or (ii) the termination of Xx. Xxxxxxxxx'x employment with the Bank for any other reason not described in section 10(a). In such event, then, the Bank shall provide the benefits and pay to Xx. Xxxxxxxxx the amounts described in section 9(b).
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Termination of Employment with Severance Benefits of the Restated Employment Agreement is amended by amending Section 9(a)(i)(A) by replacing the title Executive Vice President and Chief Financial Officer with the title President and Chief Operating Officer where it appears in Section 9(a)(i)(A). D) Section 9.
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Termination of Employment with Severance Benefits. (a) The Executive shall be entitled to the severance benefits described herein in the event that his employment with the Bank terminates during the Employment Period under any of the following circumstances: (i) the Executive's voluntary resignation from employment with the Bank within ninety (90) days following: (A) the failure of the Board of Directors of the Bank to appoint or re-appoint or elect or re-elect the Executive to the offices of Senior Executive Vice President and Chief Banking Officer (or a more senior office) of the Bank; (B) the expiration of a thirty (30) day period following the date on which the Executive gives written notice to the Bank of its material failure, whether by amendment of the Bank's Articles of Incorporation or By-laws, action of the Bank's Board of Directors or the Bank's stockholders or otherwise, to vest in the Executive the functions, duties, or responsibilities prescribed in section 3 of this Agreement as of the date hereof, unless, during such thirty (30) day period, the Bank cures such failure; or (C) the relocation of the Executive's principal place of employment, without his written consent, to a location outside of Palm Beach County or Broward County, Florida; (ii) the termination of the Executive's employment with the Bank for any other reason not described in section 10(a). In such event, the Bank shall provide the benefits and pay to the Executive the amounts described in section 9(b). (b) Upon the termination of the Executive's employment with the Bank under circumstances described in section 9(a) of this Agreement, the Bank shall pay and provide to the Executive (or, in the event of his death following such termination, to his estate): (i) his earned but unpaid compensation as of the date of the termination of his employment with the Bank, such payment to be made at the time and in the manner prescribed by law applicable to the payment of wages but in no event later than thirty (30) days after termination of employment; (ii) the benefits, if any, to which he is entitled as a former employee under the employee benefit plans and programs and compensation plans and programs maintained for the benefit of the Bank's officers and employees; (iii) continued group life, health (including hospitalization, medical and major medical), dental, accident and long term disability insurance benefits, in addition to that provided pursuant to section 9(b)(ii), and after taking into account the coverage provided by any subsequ...
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Termination of Employment with Severance Benefits. The Executive shall be entitled to the severance benefits described herein in the event that his or her employment with the Company terminates during the Employment Period under any of the following circumstances:
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Termination of Employment with Severance Benefits. (a) Xx. Xxxxx shall be entitled to the severance benefits described herein in the event that his employment with the Company or the Bank terminates during the Employment Period under any of the following circumstances: (i) Xx. Xxxxx' voluntary resignation from employment with the Company and the Bank within ninety (90) days following: (A) the failure of the Boards to appoint or re-appoint or elect or re-elect Xx. Xxxxx to the office of the Chairman, President or C.E.O. (or a more senior office) of the Company and the Bank; (B) the failure of the stockholders of the Company or the Bank to elect or re-elect Xx. Xxxxx as a director of the Boards or the failure of the Boards (or the nominating committee thereof) to nominate Xx. Xxxxx for such election or re-election; (C) the expiration of a thirty (30) day period following the date on which Xx. Xxxxx gives written notice to the Company and/or the Bank of its material failure, whether by amendment of the Company's or the Bank's Organization Certificate or By-laws, action of the Boards or the Company's or the Bank's stockholders or otherwise, to vest in Xx. Xxxxx the functions, duties, or responsibilities prescribed in Section 3 of this Agreement, unless, during such thirty (30) day period, the Company and/or the Bank cures such failure in a manner determined by Xx. Xxxxx and the Boards to be satisfactory; or (D) the expiration of a thirty (30) day period following the date on which Xx. Xxxxx gives written notice to the Company and/or the Bank of its material breach of any term, condition or covenant contained in this Agreement (including, without limitation any reduction of Xx. Xxxxx' rate of base salary in effect from time to time and any change in the terms and conditions of any compensation or benefit program in which Xx. Xxxxx participates which, either individually or together with other changes, has a material adverse effect on the aggregate value of his total compensation package), unless, during such thirty (30) day period, the Company and/or the Bank cures such failure in a manner determined by Xx. Xxxxx and the Boards to be satisfactory; or (ii) Xx. Xxxxx' death; or (iii) subject to the provisions of Section 12, the termination of Xx. Xxxxx' employment with the Company or the Bank for any other reason not described in Section 11(a). (b) Upon the termination of Xx. Xxxxx' employment with the Company and/or the Bank under circumstances described in Section 11(a) of this Agreement, the Company or the Ban...
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Termination of Employment with Severance Benefits. (a) Executive shall be entitled to the severance benefits described in section 9(b) herein in the event that his employment with the Company or the Bank terminates during the Employment Period under any of the following circumstances: (i) Executive's voluntary resignation from employment with the Company within ninety (90) days following: (A) the failure of the Board to appoint or re-appoint or elect or re-elect Executive to the position stated in section 3 of this Agreement (or a more senior office of the Company) or the failure of the Bank Board to appoint or re-appoint or elect or re-elect Executive to the position stated in section 3 of this Agreement (or a more senior position of the Bank);
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Termination of Employment with Severance Benefits. Executive shall be entitled to the severance benefits described in Section 11 hereof in the event that his employment with the Company or the Bank terminates during the Employment Period under any of the following circumstances: (a) prior to a Change in Control, as defined in Section 14 hereof: (i) If in the event the Executive shall not hold any one of the positions of Chairman and Chief Executive Officer for reasons other than for Disability, Retirement, Voluntary Resignation or Cause, or (ii) In the event of a material breach of this Agreement by Company, provided that he first resigns from all positions with the Bank and Company. If the right to severance benefits should arise pursuant to the terms of this paragraph, the Board, after first having received thirty (30) days written notice, may take such steps as necessary to cure, correct and/or reinstate the Executive and if such cure, correction and/or reinstatement is effected promptly after receipt of notice; no severance benefits shall be payable. (b) subsequent to a Change in Control, as defined in Section 14: (i) Executive's voluntary resignation from employment with the Company and the Bank and Executive's voluntary resignation of membership with the Board and Bank Board; or (ii) the termination by the Company or the Bank of Executive's employment hereunder, for any reason, other than Death, Disability or Cause.
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Related to Termination of Employment with Severance Benefits

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

  • Termination of Employment Severance Your immediate supervisor or the Company's Board of Directors may terminate your employment, with or without cause, at any time by giving you written notice of your termination, such termination of employment to be effective on the date specified in the notice. You also may terminate your employment with the Company at any time. The effective date of termination (the "Effective Date") shall be the last day of your employment with the Company, as specified in a notice by you, or if you are terminated by the Company, the date that is specified by the Company in its notice to you. The following subsections set forth your rights to severance in the event of the termination of your employment in certain circumstances by either the Company or you. Section 5 also sets forth certain restrictions on your activities if your employment with the Company is terminated, whether by the Company or you. That section shall survive any termination of this Agreement or your employment with the Company.

  • Severance Compensation upon Termination of Employment 4.1 If the Executive’s employment with the Corporation or the Partnership shall be terminated (a) by the Corporation or Partnership other than for Cause or pursuant to Sections 3.6 or 3.7, or (b) by the Executive for Good Reason, then the Corporation and the Partnership shall: (i) pay to the Executive as severance pay, within five days after termination, a lump sum payment equal to 250% of the sum of the Executive’s annual salary at the rate applicable on the date of termination and the average of the Executive’s annual bonus for the preceding two full fiscal years; (ii) arrange to provide Executive, for a 12 month period (or such shorter period as Executive may elect), with disability, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the date of termination to the extent obtainable upon reasonable terms; provided, however, if it is not so obtainable the Corporation shall pay to the Executive in cash the annual amount paid by the Corporation or the Partnership for such benefits during the previous year of the Executive’s employment. Benefits otherwise receivable by Executive pursuant to this Section 4.1(ii) shall be reduced to the extent comparable benefits are actually received by the Executive during such 12 month period following his termination (or such shorter period elected by the Executive), and any such benefits actually received by Executive shall be reported by the Executive to the Corporation; and (iii) any options granted to Executive to acquire common stock of the Corporation, any restricted shares of common stock of the Corporation issued to the Executive and any other awards granted to the Executive under any employee benefit plan that have not vested shall immediately vest on said termination. (a) The Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor, except to the extent provided in Section 4.1 above, shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as a result of employment by another employer or by insurance benefits after the date of termination, or otherwise. (b) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive’s existing rights, or rights which would accrue solely as a result of the passage of time, under any benefit plan of the Corporation or Partnership, or other contract, plan or arrangement.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Termination of Employment Agreement As of the Effective Date, the Employment Agreement hereby is terminated in its entirety and shall no longer have any force or effect.

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. The Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Compensation Upon Termination of Employment If the Executive’s employment hereunder is terminated, in accordance with the provisions of Article III hereof, and except for any other rights or benefits specifically provided for herein to be effective following the Executive’s period of employment, the Company will provide compensation and benefits to the Executive only as follows:

  • Termination of Employment Executive's employment hereunder may be terminated under the following circumstances:

  • Severance Benefits In addition, if a Change in Control Severance Payment Event (as defined below) occurs, then the Company shall pay to Employee the Accrued Payments, and contingent upon Employee satisfying the Severance Conditions, the Company shall also provide Employee the following payments and other benefits (the “Change in Control Severance Package”): (i) Payment of an amount equal to 2.0 times the sum of (i) Employee’s annual rate of Base Salary as of the Termination Date or as of the date of the Change in Control, whichever is greater, plus (ii) Employee’s Target STI Payment, calculated based on Employee’s Base Salary as of the Termination Date or, if greater, as of the date of the Change in Control, payable to Employee on the 30th day following the Termination Date in a lump sum payment; plus (ii) Payment of a Pro-Rata Bonus for the calendar year of termination, payable as soon as administratively feasible following preparation of the Company’s audited financial statements for the applicable calendar year, but in no event later than March 31 (or earlier than January 1) of the calendar year following the calendar year to which such STI Payment relates; and (iii) The Company shall pay or reimburse on a monthly basis the premiums required to continue Employee’s group health care coverage for a period of eighteen (18) months following Employee’s Termination Date, under the applicable provisions of COBRA, provided that Employee or his dependents, as applicable, elect to continue and remain eligible for these benefits under COBRA. If necessary to avoid inclusion in taxable income by Employee of the value of in-kind benefits, such health care continuation premiums shall be provided in the form of taxable payments to Employee, which payments shall be made without regard to whether Employee elects to continue and remain eligible for such benefits under COBRA, and in which event Company shall pay to Employee, with each monthly reimbursement, an additional amount of cash equal to A/(1-R)-A, where A is the amount of the reimbursement for the month, and R is the sum of the maximum federal individual income tax rate then applicable to ordinary income and the maximum individual Colorado income tax rate then applicable to ordinary income; (iv) Provided, however, that the sum of (i) and (ii) above shall be reduced, but not below zero, by the sum of any actually benefits provided to Employee pursuant to Section 5(a)(i), (ii), or (iii) and any payments otherwise required pursuant to Section 5(a)(i), (ii), and (iii) shall not be made. Nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control.

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