Termination Severance. (a) If (i) Employee’s employment is terminated by the Company without Cause or (ii) if a Change in Control of the Company occurs and Employee’s employment with the Company or its successor Terminates In Connection With a Change in Control and in the absence of any event or circumstance constituting Cause, then, in either case:
(A) Employee will be entitled to receive from the Company an amount in severance equal to one year of Employee’s then-current base salary (the “Severance Amount”). The Severance Amount will be paid in a lump sum promptly after Employee has executed and delivered to the Company a mutual release, in form and substance satisfactory to the Company, of all claims arising in connection with Employee’s employment with the Company and termination thereof;
(B) Employee will be entitled to receive, for a period of 12 full calendar months from the date of his termination (the “Termination Date”), medical and dental benefits coverage for Employee and/or his dependents through the Company’s available plans at the time and the Company will be responsible to continue payment of all applicable deductions for premium costs. After the Company’s obligation to pay the premiums for health and dental coverage Employee and/or his dependents will be eligible to continue plan participation under COBRA; and
(C) Notwithstanding anything to the contrary in the option plan pursuant to which Employee’s options were granted, all options granted to Employee prior to the Termination Date (the “Options”) shall automatically vest and become fully exercisable as of the Termination Date notwithstanding any vesting or performance conditions applicable thereto, and such Options shall remain exercisable for (i) one year following the Termination Date or (ii) if the plan or grant agreement pursuant to which certain Options were granted provides that such Options will be exercisable for a period longer than one year in circumstances where Employee is terminated without Cause or Employee’s employment Terminates In Connection With a Change in Control, then such longer exercise period shall apply with respect to such Options; provided that, in either case, (A) in no event will Options be exercisable beyond the duration of the original term thereof and (B) if the Options qualify as an incentive stock option under the Internal Revenue Code and applicable regulations thereunder, the exercise period thereof shall not be extended in such a manner as to cause the Options to cease to ...
Termination Severance. Either party may terminate the employment relationship as evidenced by this Agreement at any time and for any reason upon ninety days written notice to the other.
a. If You elect to terminate the employment relationship, or if You are terminated by the Company for Cause, You shall receive Base Pay and benefits through the date of termination. Cause means your termination of employment with the Corporation based upon embezzlement or other intentional misconduct which is materially injurious to the Corporation, monetarily or otherwise.
b. If the Corporation elects to terminate the employment relationship or if You elect to resign for Good Reason, You shall receive a severance payment equal to one and one-half (1-1/2) times the sum of your present Base Pay plus your most recent annual incentive payment (the “Severance Payment”), in full satisfaction of the Corporation’s obligations to You as an employee. The Severance Payment will be paid within fifteen (15) days of the date of termination and shall be subject to payroll taxes and any withholding obligations. Good Reason means the occurrence of any of the following events provided the event results in negative change to You:
(1) a material change in your responsibilities or title which are not of comparable responsibility and status as those held upon execution of this Agreement;
(2) a reduction in your Base Pay, or a modification of the Corporation’s incentive compensation program or benefits in a manner materially adverse to You;
(3) a breach or alteration of any material term of this contract without your consent. You shall evidence a voluntary termination for Good Reason by written notice to the Corporation given within 90 days after the date of the occurrence of any event that You know or should reasonably have known constitutes Good Reason for voluntary termination and the Corporation has 30 days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify You and set forth in reasonable detail the facts and circumstances claimed by You to constitute Good Reason.
c. If You are terminated in connection with a Change in Control, as defined by the Change in Control Severance Agreement entered into by You and the Corporation (the “Severance Agreement”), and You receive payment of the severance benefits under Section 4 of the Severance Agreement, no Severance Payment shall be due to You under this Agreement.
d. Notwithstanding the foregoing, to the extent...
Termination Severance. (a) If Employee dies during the term of this Agreement, the Company shall pay his estate the compensation that would otherwise be payable to him for the month in which his death occurs, this Agreement shall be considered terminated on the last day of such month and the Company shall cause any issued but unvested stock options granted to Employee to immediately vest.
(b) If during the term of this Agreement, Employee is prevented from performing his duties by reason of illness or incapacity for a continuous period of 120 days, the Company may terminate this Agreement upon 30 days’ prior notice thereof to Employee or his duly appointed legal representative. For the purposes of this Section 5(b), a period of illness or incapacity shall be deemed “continuous” notwithstanding Employee’s performance of his duties during such period for continuous periods of less than 15 days in duration.
(c) The Company may terminate this Agreement at any time for Employee’s (1) gross negligence; (2) a material breach of any obligation created by this Agreement; (3) a violation of any policy, procedure or guideline of the Company, or any material injury to the economic or ethical welfare of the Company caused by Employee’s malfeasance, misfeasance, misconduct or inattention to Employee’s duties and responsibilities, or any other material failure to comply with the Company’s reasonable performance expectations, upon notice of the same from the Company and failure to cure such violation, injury or failure within 30 days; or (4) misconduct, including but not limited to, commission of any felony, or of any misdemeanor involving dishonesty or moral turpitude, or violation of any state or federal law in the course of his employment, theft or misuse of the Company’s property or time.
(d) The Company may terminate this Agreement at any time for any or no reason upon 15 days’ notice to Employee.
(e) If this Agreement is terminated by the Company prior to the end of the term pursuant to any provision other than Sections 4, 5(a) or 5(c) (the “Termination Date”), then, provided Employee executes the release described in Section 5(f) below and complies with his obligations under the Confidential Information Agreement and Noncompete Agreement incorporated by reference in Sections 6 and 7 of this Agreement:
(i) the Company shall pay to Employee as severance an amount equal to
Termination Severance. Executive shall be entitled to receive benefits upon a Separation from Service only as set forth in this Section 5:
Termination Severance. The Executive’s employment hereunder shall terminate (i) on the date not less than 30 days following written notice from the Company that Executive’s employment with the Company has been or will be terminated, (ii) on the date not less than 30 days following written notice from the Executive that he is resigning from the Company, (iii) on the date of his death or (iv) on the date of his Disability, as reasonably determined by the Company. Upon cessation of his employment for any reason, unless otherwise consented to in writing by the Board, the Executive shall resign immediately from any and all officer, director and other positions he then holds with the Company and/or its Affiliates. Upon any cessation of his employment with the Company, the Executive shall be entitled only to such compensation and benefits as described in this Section 5, with the understanding that the period between the date of the written notice and the date of actual termination will count towards the agreed upon period during which the executive will receive severance.
Termination Severance. Except as otherwise provided below, if Executive’s employment with the U.S. Subsidiary terminates for any reason, then (i) all vesting will terminate immediately with respect to Executive’s outstanding equity based awards not yet vested, (ii) all payments of compensation by the Company or U.S. Subsidiary to Executive hereunder will terminate immediately (except as to Base Salary earned through the last day of employment and Annual Bonus amounts already earned but not yet paid for the prior calendar year, if any). In addition, the following terms shall apply depending on the circumstances of the Executive’s termination:
Termination Severance. (a) Either the Company or Employee may terminate Employee's employment under this Agreement unilaterally at any time for any reason or for no reason by giving the other party sixty (60) days' advance notice of the intention to terminate.
(b) In addition to the termination rights in paragraph 4(a), the Company shall have the right to terminate the Employee's employment under this Agreement immediately at any time for Cause. For purposes hereof, Cause is defined to be:
(i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company.
(c) Employee's employment shall also terminate immediately in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) In the event of termination of Employee's employment prior to the end of the Term, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows:
(i) In the event the Employee's employment is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment equa...
Termination Severance. (a) The Employment Period (i) shall terminate upon Executive's death or Incapacity; (ii) may be terminated by the Company at any time with Cause or without Cause; and (iii) may be terminated by Executive at any time for Good Reason or other than for Good Reason. Executive acknowledges and agrees that nothing contained herein or in any other agreement or document shall entitle Executive to remain in the employment of the Company or any of its Affiliates. "Termination" means such time as of which Executive ceases to be Employed by the Company, for any reason, whether on account of termination by the Company, resignation by Executive, Executive's death or Incapacity or otherwise and "Termination Date" means the date on which Termination occurs.
Termination Severance. Notwithstanding the provisions of Section 1 and the other provisions of this Agreement, Executive’s employment with the Bank and this Agreement may be terminated prior to the expiration of the then-current term of this Agreement as follows:
Termination Severance. The Executive’s employment hereunder shall terminate on the earliest of: (i) on the date set forth in a written notice from the Board that his employment with the Company has been or will be terminated, (ii) on the a date not less than thirty-days following written notice from the Executive that he is resigning from the Company, (iii) on the date of his death or (iv) on the date of his Disability, as determined in accordance with Section 7.5. Upon cessation of his employment for any reason, unless otherwise consented to in writing by the Board, the Executive shall resign immediately from any and all officer, director and other positions he then holds with the Company and/or its Affiliates. Upon any cessation of his employment with the Company, the Executive will be entitled only to such compensation and benefits as described in this Section 5. Executive’s Initials & Date
