Common use of TERMINATION OF OFFICE OR EMPLOYMENT Clause in Contracts

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.

TERMINATION OF OFFICE OR EMPLOYMENT. If this option was granted to you while you were an employee or director of the Company 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. For purposes of this Agreement, “Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424 of the Code. For purposes of this Agreement, your service shall be continuous for so long as you remains an employee or director of either the Company or any successor corporation or any Affiliate of the Company or any successor corporation. Any question as to whether and when there has been a termination of your Continuous Service, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final. 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 Optionee's status as an employee or officer 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 Bank is terminated for following: (i) material dishonesty with respect to any reason aspect of the Company’s or an Affiliate’s affairs or business, (ii) incompetence which actually results in substantial harm to the Company 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 death traffic violations or permanent and total disability similar offenses) 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 hereoffinal court order. (b) If Optionee is removed from office or Optionee's employment with the Bank is terminated for "cause" your Continuous Service terminates by reason of your death, this option will be exercisable only as defined in the Plan, the Option shall expire to those Shares vested at the time notice of your death and may be exercised within one year from the date of your death (but not later than the date on which the option would otherwise expire) by your executor or advice of such removal administrator or termination is dispatched by the Bank heirs to whom your rights under this option have passed by will or an order by the laws of removal or termination is issued by a court or regulatory authority having jurisdiction thereof, descent 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 terminationdistribution. (c) If Optionee dies or becomes permanently your Continuous Service terminates by reason of Permanent and totally disabled while an officer or employee Total Disability, as that term is defined in Section 22(e)(3) of the BankCode, this option will be exercisable only as to those Shares vested at the Option time of your Permanent and Total Disability and may be exercised in whole or in part within twelve (12) months one year from the date of death or permanent such Permanent and total disability to the extent that Optionee shall have the right to exercise the Option on Total Disability began, but not later than the date of death or permanent and total disability, by Optionee or Optionee's qualified representative (in on which 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 Treasuryoption would otherwise expire.

TERMINATION OF OFFICE OR EMPLOYMENT. If this option was granted to you while you were an Employee or Director of the Company 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 Optionee's status as an employee or officer 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 Company’s, the Bank’s or an Affiliate’s affairs or business), (ii) incompetence which actually results in substantial harm to the Company, the Bank is terminated for 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 reason law, rule or regulation (other than death traffic violations or permanent and total disability similar offenses) 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 hereoffinal court order. (b) If Optionee is removed from office or Optionee's employment with the Bank is terminated for "cause" your Continuous Service terminates by reason of your death, this option will be exercisable only as defined in the Plan, the Option shall expire to those Shares vested at the time notice of your death and may be exercised within one year from the date of your death (but not later than the date on which the option would otherwise expire) by your executor or advice of such removal administrator or termination is dispatched by the Bank heirs to whom your rights under this option have passed by will or an order by the laws of removal or termination is issued by a court or regulatory authority having jurisdiction thereof, descent 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 terminationdistribution. (c) If Optionee dies or becomes permanently your Continuous Service terminates by reason of Permanent and totally disabled while an officer or employee Total Disability, as that term is defined in Section 22(e)(3) of the BankCode, this option will be exercisable only as to those Shares vested at the Option time of your Permanent and Total Disability and may be exercised in whole or in part within twelve (12) months one year from the date of death or permanent such Permanent and total disability to the extent that Optionee shall have the right to exercise the Option on Total Disability began, but not later than the date of death or permanent and total disability, by Optionee or Optionee's qualified representative (in on which 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 Treasuryoption would otherwise expire.

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 thereofBank, 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.