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Common use of Termination Process Clause in Contracts

Termination Process. The following process shall apply with respect to any purported termination of Executive’s employment by Bank or by Executive during the Protected Period. (i) Any such purported termination of Executive’s employment shall be communicated by the terminating party to the other party by written Notice of Termination. (ii) Within fifteen (15) days following communication of a Notice of Termination by Bank or Executive, Bank shall deliver to Executive a written statement of all payments and benefits (“Benefit Statement”) pertaining to Executive to be made pursuant to this Agreement and otherwise to Executive by Bank. Bank and Executive shall endeavor in good faith to address and resolve as soon as possible any questions, issues or disagreements relating to said Benefit Statement within fifteen (15) days following delivery to Executive of said Benefit Statement. (iii) Thereafter, Executive shall have a period of fifteen (15) days either to invoke the dispute resolution provisions of Section 13 hereof by notice to Bank or to provide Bank with a waiver in writing of his right to do so. Any failure by Executive to do either of the foregoing shall for all purposes of this Agreement be deemed to constitute a written waiver of Executive’s right to invoke the dispute resolution provisions of Section 13 hereof, but shall not otherwise affect or impair Executive’s rights or claims under this Agreement. Within five (5) business days thereafter, Bank shall either request from the Tax Advisor described in Section 4(e) below a determination of tax deductibility pursuant to said Section 4(e) with respect to all payments and benefits reflected on the Benefits Statement or deliver to Executive a waiver in writing of its right to do so. Any failure by Bank to do either of the foregoing shall for all purposes of this Agreement be deemed to constitute a written waiver of Bank’s right to invoke application of the provisions of Section 4(e).

Appears in 5 contracts

Samples: Change in Control Severance Agreement (CNB Financial Corp.), Change in Control Severance Agreement (CNB Financial Corp.), Change in Control Severance Agreement (CNB Financial Corp.)

Termination Process. The following process shall apply with respect to any purported termination of Executive’s employment by Bank or by Executive during the Protected Periodtwenty-four (24) months following a Change in Control. (i) Any such purported termination of Executive’s employment shall be communicated by the terminating party to the other party by written Notice of Termination. Notwithstanding the foregoing, if Executive terminates employment for “Good Reason,” the written Notice of Termination must be provided within ninety (90) days following the date on which occurs the initial existence of any circumstance as provided in Section 4(g)(iii) hereof that constitutes a Good Reason. (ii) Within fifteen (15) days following communication of a Notice of Termination by Bank or Executive, Bank shall deliver to Executive a written statement of all payments and benefits (“Benefit Statement”) pertaining to Executive to be made pursuant to this Agreement and otherwise to Executive by Bank. Bank and Executive shall endeavor in good faith to address and resolve as soon as possible any questions, issues or disagreements relating to said Benefit Statement within fifteen (15) days following delivery to Executive of said Benefit Statement. (iii) Thereafter, Executive shall have a period of fifteen (15) days either to invoke the dispute resolution provisions of Section 13 hereof by notice to Bank or to provide Bank with a waiver in writing of his right to do so. Any failure by Executive to do either of the foregoing shall for all purposes of this Agreement be deemed to constitute a written waiver of Executive’s right to invoke the dispute resolution provisions of Section 13 hereof, but shall not otherwise affect or impair Executive’s rights or claims under this Agreement. Within five (5) business days thereafter, Bank shall either request from the Tax Advisor described in Section 4(e) below an independent tax advisor a determination of tax deductibility pursuant to said Section 4(e) with respect to all payments and benefits reflected on the Benefits Statement or deliver to Executive a waiver in writing of its right to do so. Any failure by Bank to do either of the foregoing shall for all purposes of this Agreement be deemed to constitute a written waiver of Bank’s right to invoke application of the provisions of Section 4(e).

Appears in 1 contract

Samples: Change in Control Severance Agreement (CNB Financial Corp.)