TERMINATION OF OFFICE OR EMPLOYMENT Sample Clauses

TERMINATION OF OFFICE OR EMPLOYMENT. If your status as an employee or officer of the Company is terminated for any reason other than death or disability or cause, this option may be exercised within three (3) months from the date of such termination to the extent you were entitled to exercise the option on the date of termination, but in no event may this option be exercised after the expiration of the term of this option. If, however, you are removed from your office or your employment with the Company is terminated for cause as defined in the Plan, this option shall expire at the time notice or advice of such removal or termination is dispatched by the Company and notwithstanding anything else herein to the contrary, neither you nor your estate shall be entitled to exercise any option with respect to any Shares whatsoever after such removal or termination.
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TERMINATION OF OFFICE OR EMPLOYMENT. (a) If Optionee's status as an employee or officer of the Bank is terminated for any reason other than death or permanent and total disability or cause, the Option may be exercised within three (3) months from the date of such termination to the extent Optionee shall be entitled to exercise the Option on the date of termination, but in no event may the Option be exercised after the expiration of its term specified in Section 4 hereof. (b) If Optionee is removed from office or Optionee's employment with the Bank is terminated for "cause" as defined in the Plan, the Option shall expire at the time notice or advice of such removal or termination is dispatched by the Bank or an order of removal or termination is issued by a court or regulatory authority having jurisdiction thereof, and notwithstanding anything else herein to the contrary, neither Optionee nor Optionee's estate shall be entitled to exercise the Option after such removal or termination. (c) If Optionee dies or becomes permanently and totally disabled while an officer or employee of the Bank, the Option may be exercised in whole or in part within twelve (12) months from the date of death or permanent and total disability to the extent that Optionee shall have the right to exercise the Option on the date of death or permanent and total disability, by Optionee or Optionee's qualified representative (in the event of mental disability) or by the duly authorized executor of Optionee's will or by the duly authorized administrator or special administrator of Optionee's estate (in the event of death). In no event may the Option be exercised after the expiration of its term specified in Section 4. Permanent and total disability shall be deemed to exist only if the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Optionee shall not be considered to be permanently and totally disabled unless Optionee furnishes proof of the existence thereof in such form and manner, and at such times, as required by the Committee pursuant to applicable regulation of the Secretary of the Treasury.
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TERMINATION OF OFFICE OR EMPLOYMENT. Except to the extent otherwise provided in more restrictive terms of this Agreement, this option may be exercised by you only with respect to the vested portion of your option and, in the case of Officers, Employees and Directors, only while you are an Officer, Employee or Director and have maintained Continuous Service (all as defined in the Plan) from the date of the grant of this option, or within three months after termination of such Continuous Service (but not later than the date on which this option would otherwise expire), except if the Officer's, Employee's or Director's Continuous Service terminates by reason of:
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TERMINATION OF OFFICE OR EMPLOYMENT. (a) If Optionee's status as a director of the Bank is terminated for any reason other than death or permanent and total disability or cause, the Option may be exercised within three (3) months from the date of such termination to the extent Optionee shall be entitled to exercise the Option on the date of termination, but in no event may the Option be exercised after the expiration of its term specified in Section 4 hereof. (b) If Optionee is removed as a director of the Bank for "cause" as defined in the Plan, the Option shall expire at the time notice or advice of such removal or termination is dispatched by the Bank or an order of removal or termination is issued by a court or regulatory authority having jurisdiction thereof, and notwithstanding anything else herein to the contrary, neither Optionee nor Optionee's estate shall be entitled to exercise the Option after such removal or termination. (c) If Optionee dies or becomes permanently and totally disabled while acting as a director of the Bank, the Option may be exercised in whole or in part within twelve (12) months from the date of death or permanent and total disability to the extent that Optionee shall have the right to exercise the Option on the date of death or permanent and total disability, by Optionee or Optionee's qualified representative (in the event of mental disability) or by the duly authorized executor of Optionee's will or by the duly authorized administrator or special administrator of Optionee's estate (in the event of death). In no event may the Option be exercised after the expiration of its term specified in Section 4. Permanent and total disability shall be deemed to exist only if the Optionee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. Optionee shall not be considered to be permanently and totally disabled unless Optionee furnishes proof of the existence thereof in such form and manner, and at such times, as required by the Committee pursuant to applicable regulation of the Secretary of the Treasury.
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TERMINATION OF OFFICE OR EMPLOYMENT. If this option was granted to you while you were an Employee or Director of the Bank or of an Affiliate, you may only exercise it if you have maintained Continuous Service from the date of the grant of this option until the date you seek to exercise it. You may also exercise any vested portion of your option for up to 90 days after termination of Continuous Service (but not later than the date on which this option would otherwise expire), except as follows: (a) If your Continuous Service terminates for Just Cause, your rights to exercise this option expire on your termination date. For purposes of this section, the term “Just Cause” means any of the following: (i) material dishonesty with respect to any aspect of the Bank’s or an Affiliate’s affairs or business, (ii) incompetence which actually results in substantial harm to the Bank or an Affiliate or which could reasonably be expected to result in such harm, (iii) willful misconduct, (iv) breach of fiduciary duty involving personal profit,(v) intentional failure to perform stated duties, or (vi) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final court order.
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TERMINATION OF OFFICE OR EMPLOYMENT. Unless this option is a Director Option, if your status as an employee or officer of the Bank or is Affiliates (as such term is defined in the Plan) is terminated for any reason other than death, disability or cause, this option may be exercised within thirty (30) days from the date of such termination to the extent you were entitled to exercise the option on the date of termination, but in no event may this option be exercised after the expiration of the term of this option. If this option is a Director Option, then it may be exercised until the expiration of the term of this option, regardless of any termination of your status as an employee, officer or director of the Bank. If, however, you are removed from your office or your employment with the Bank or its Affiliates for cause, and notwithstanding anything else herein to the contrary, neither you nor your estate shall be entitled to exercise any option with respect to any Shares whatsoever after such removal or termination, unless the Board of Directors, in its sole discretion, determines otherwise.
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TERMINATION OF OFFICE OR EMPLOYMENT. In the event your services terminate: (i) As a result of such your death or Permanent and Total Disability, the term of the Option shall expire twelve months after such death or Permanent and Total Disability but not later than the original expiration date specified in the Stock Option Agreement. (ii) As a result of termination of your employment with the Company (by resignation or otherwise) for cause, the term of this Option shall expire immediately upon such termination (notice or advice of which shall subsequently be given by the Company), and thereafter neither you nor your estate shall be entitled to exercise the Option with respect to any Shares whatsoever, whether or not after such termination the Employee may receive payment from the Company for vacation pay, for services rendered prior to termination, for services for the day on which termination occurred, for salary in lieu of notice or for other benefits. For purposes of this Plan, "cause" shall mean an act of embezzlement, fraud, dishonesty or breach of fiduciary duty to the Company or its shareholders, disclosure of any of the secrets or confidential information of the Company, the inducement of any client or customer of the Company to break any contract with the Company, or the inducement of any principal for whom the Company acts as agent to terminate such agency relationship, the engagement of any conduct which constitutes unfair competition with the Company, the removal of Optionee from office by any court or bank regulatory agency, or such other similar acts which the Committee in its discretion reasonably determines to constitute adequate cause for termination of Optionee's Service. As used in this Paragraph (ii), Company includes Affiliates of the Company.
Sample 1
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TERMINATION OF OFFICE OR EMPLOYMENT. If your status as an employee or officer of the Bank is terminated for any reason other than death or disability or cause, this option may be exercised within three (3) months from the date of such termination to the extent you were entitled to exercise the option on the date of termination, but in no event may this option be exercised after the expiration of the term of this option. If, however, you are removed from your office or your employment with the Bank is terminated for cause as defined in the Plan, this option shall expire at the time notice or advice of such removal or termination is dispatched by the Bank, and neither you nor your estate shall be entitled to exercise any option with respect to any Shares whatever, whether after termination of employment or officer status, you may receive payment from the Bank for vacation pay, for services render prior to termination, for services for the day of termination, for salary in lieu of other notice, or for other benefits.
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Related to TERMINATION OF OFFICE OR EMPLOYMENT

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Termination of Agreement for Cause 5.1.1. If A/E breaches any of the covenants or conditions of this AGREEMENT, COUNTY shall have the right to terminate this AGREEMENT upon ten (10) days written notice prior to the effective day of termination. 5.1.2. A/E shall have the opportunity to cure the alleged breach prior to termination. 5.1.3. In the event the alleged breach is not cured by A/E prior to termination, all work performed by A/E pursuant to this AGREEMENT, which work has been reduced to plans or other documents, shall be made available to COUNTY.

  • Term and Termination of Employment (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee by NOVA for "Cause." For the purposes of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's material violation of the covenants set forth in Section 11 or 12, (ii) Employee's willful, intentional, or grossly negligent failure to perform his duties under this Agreement diligently and in accordance with the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the good faith decisions or policies of NOVA; or (iv) final conviction of Employee of a felony materially adversely affecting NOVA; provided, however, that in the event -------- ------- NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), or (iii) of this Section 7(b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breach or deficiency (the "Cure Period"); provided, however, that -------- ------- with respect only to a breach that it is not possible to cure within such thirty (30) day period, so long as Employee is diligently using his best efforts to cure such breach or deficiency within such period and thereafter, the Cure Period shall be automatically extended for an additional period of time (not to exceed sixty (60) additional days) to enable Employee to cure such breach or deficiency, provided, further, that -------- ------- Employee continues to diligently use his best efforts to cure such breach or deficiency. If Employee does not cure the perceived breach or deficiency within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (iv) of this Section 7(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

  • Effect of Termination of Employment (a) Upon the effective date of termination of the Employee's employment pursuant to Section 6, Section 7(a) or Section 7(c) hereof, neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive, within 30 days of the Termination Date: (i) the unpaid portion of the Base Salary provided for in Section 5(a), computed on a pro rata basis to the Termination Date; (ii) reimbursement for any expenses for which the Employee shall not have theretofore been reimbursed, as provided in Section 5(d); and (iii) the unpaid portion of any amounts earned by the Employee prior to the Termination Date pursuant to any Benefit Arrangement; provided, however, unless specifically provided otherwise in this Section 8, the Employee shall not be entitled to receive any benefits under a Benefit Arrangement that have accrued during a fiscal year if the terms of such Benefit Arrangement require that the beneficiary be employed by the Corporation as of the end of such fiscal year. (b) Upon the termination of the Employee's employment pursuant to Section 7(b), neither the Employee nor the Employee's beneficiaries or estate shall have any further rights under this Agreement or any claims against the Corporation arising out of this Agreement, except the right to receive: (i) the unpaid portion of the Base Salary, computed on a pro rata basis, for the period from the Commencement Date until the first anniversary of the Termination Date, payable in such installments as the Base Salary was paid prior to the Termination Date; and (ii) the payments, if any, referred to in Sections 8(a)(ii) and (iii). (c) The Employee's obligations under Sections 9, 10 and 11 of this Agreement, and the Corporation's obligations under this Section 8, shall survive the termination of this Agreement and the termination of the Employee's employment hereunder.

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • 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; EFFECT OF TERMINATION (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his 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 Benefits Except as provided in Section 2 above or as may be required by law, Executive’s participation in all employee benefit (pension and welfare) and compensation plans of the Company shall cease as of the Termination Date. Nothing contained herein shall limit or otherwise impair Executive’s right to receive pension or similar benefit payments that are vested as of the Termination Date under any applicable tax-qualified pension or other plans, pursuant to the terms of the applicable plan.

  • Effect of Termination on Compensation In the event of the termination of this Agreement prior to the completion of the term of employment specified in Article 1, the Employee shall be entitled to the compensation earned by the Employee prior to the effective date of termination as provided for in this Agreement, computed pro rata up to and including that date. Except as otherwise provided in this Agreement, the Employee shall be entitled to no further compensation after the date of termination.

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