Common use of Termination Without Cause or by Executive for Good Reason Clause in Contracts

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination for Cause which circumstance is covered by Section 4.5, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iii) termination by reason of death which circumstance is covered by Section 4.3, or (iv) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates with Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations, (ii) two times annual Base Compensation, payable in twelve (12) equal monthly installments commencing in the month following the month in which the Termination Date occurs, (iii) Accrued Bonus Obligations, (iv) health and medical benefits as required by Section 3.3 of this Agreement during the twelve-month period immediately following the Termination Date; provided, however, if Executive or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health and medical coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, and (v) Indemnification.

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to the Company terminating Executive without Cause or Executive terminating for Good Reason, then the Company or its successor shall have no further obligations under this Agreement except that the Company or its successor shall pay to Executive the amounts shown in Section 4.6(cSections 3.11 and 4.5(c). (b) For the avoidance of doubt, Section 4.6(c4.5(c) hereof shall not apply to (i) termination for Cause which circumstance is covered by Section 4.54.4 hereof, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.74.6, (iii) termination by reason of death which circumstance is covered by Section 4.34.2 hereof, or (iv) termination by reason of Disability which circumstance is covered by Section 4.44.3 hereof. (c) If Executive is terminated by Company terminates Executive without Cause or Executive terminates with his employment for Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations,; (ii) two times annual the Accrued Performance Bonus Obligations; (iii) the Accrued Retention Bonus Obligations; (iv) the Partial Period Performance Bonus Obligations; (v) the Partial Period Retention Bonus Obligations; (vi) Indemnification; and (vii) a severance amount equal to the sum of twelve (12) months of Executive’s then-current Base CompensationCompensation and the equivalent of twelve (12) months of Company’s share of health and medical premiums at Executive’s then-active employee rate, payable in twelve (12) equal monthly installments commencing in the month following the month in which the Termination Date occurs, thirty (iii30) Accrued Bonus Obligations, (iv) health and medical benefits as required by Section 3.3 of this Agreement during the twelve-month period immediately following days after the Termination Date; provided, however, if Executive is terminated without Cause or Executive terminates his employment for Good Reason, in each such case in contemplation of, or during the twelve (12) month period following, a Change in Control, then the severance amount shall equal the sum of eighteen (18) months of Executive’s dependents are ineligible to participate in then-current Base Compensation and the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for equivalent of eighteen (18) months of Company’s share of health and medical coverage reasonably comparable to that previously provided under Section 3.3premiums at Executive’s then-active employee rate, and further provided that such benefits shall become secondary to primary coverage upon payable in a lump sum within thirty (30) days after the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, and (v) IndemnificationTermination Date.

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good ReasonReason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.6(c)4.5(c) hereof. (b) For the avoidance of doubt, Section 4.6(c4.5(c) hereof shall not apply to (i) termination for Cause which circumstance is covered by Section 4.54.4 hereof, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.74.6, (iii) termination by reason of death which circumstance is covered by Section 4.34.2 hereof, or (iv) termination by reason of Disability which circumstance is covered by Section 4.44.3 hereof. (c) If Executive is terminated by Company terminates Executive without Cause or Executive terminates with his employment for Good Reason, then the Company shall pay to Executive: (i) the Accrued Base Obligations,; (ii) two times annual the Accrued Performance Bonus Obligations; (iii) the Accrued Retention Bonus Obligations; (iv) the Partial Period Performance Bonus Obligations; (v) the Partial Period Retention Bonus Obligations; (vi) Indemnification; and (vii) a severance amount equal to the sum of twelve (12) months of Executive’s then-current Base CompensationCompensation and the equivalent of twelve (12) months of Company’s share of health and medical premiums at Executive’s then-active employee rate, payable in twelve (12) equal monthly installments commencing in the month following the month in which the Termination Date occurs, thirty (iii30) Accrued Bonus Obligations, (iv) health and medical benefits as required by Section 3.3 of this Agreement during the twelve-month period immediately following days after the Termination Date, subject to, with respect to each monthly installment, Executive abiding by the terms in Section 5 hereof and, in the case of the last six (6) monthly installments, Executive not, directly or indirectly, owning, managing, operating, joining, controlling, participating in, investing in or otherwise being connected or associated with, in any manner, including, without limitation, as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee or investor, any Competing Business (defined below) (provided that, ownership of 4.9% or less of the stock or other securities of a corporation, the stock of which is listed on a national securities exchange or otherwise publicly traded, shall be permissible so long as Executive does not in fact have the power to control, or direct the management of, or is not otherwise engaged other competitive activities with, such corporation); provided, however, if Executive is terminated without Cause or Executive terminates his employment for Good Reason, in each such case in contemplation of, or during the twelve (12) month period following, a Change in Control, then the severance amount shall equal the sum of eighteen (18) months of Executive’s dependents are ineligible to participate in then-current Base Compensation and the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for equivalent of eighteen (18) months of Company’s share of health and medical coverage reasonably comparable premiums at Executive’s then-active employee rate, payable as follows: (A) the sum of nine (9) months of Executive’s then-current Base Compensation and the equivalent of nine (9) months of Company’s share of health and medical premiums at Executive’s then-active employee rate in a lump sum within thirty (30) days after the Termination Date; and (B) the sum of nine (9) months of Executive’s then-current Base Compensation and the equivalent of nine (9) months of Company’s share of health and medical premiums at Executive’s then-active employee rate in twelve (12) equal monthly installments commencing thirty (30) days after the Termination Date, subject to, with respect to that previously provided under each monthly installment, Executive abiding by the terms in Section 3.35 hereof and not, and further provided that such benefits shall become secondary to primary coverage upon the date directly or dates Executive receives coverage and benefits which are substantially similarindirectly, taken as a wholeowning, managing, operating, joining, controlling, participating in, investing in or otherwise being connected or associated with, in any manner, including, without waiting period limitation, as an officer, director, employee, distributor, independent contractor, independent representative, partner, consultant, advisor, agent, proprietor, trustee or pre-existing condition limitationsinvestor, under any Competing Business (provided that, ownership of 4.9% or less of the plans and programs stock or other securities of a subsequent employercorporation, and (v) Indemnificationthe stock of which is listed on a national securities exchange or otherwise publicly traded, shall be permissible so long as Executive does not in fact have the power to control, or direct the management of, or is not otherwise engaged other competitive activities with, such corporation).

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve shall have the right to terminate Executive’s employment or services at any timetime and for any reason subject to the provisions of this Section 6(c), and Executive shall have the right to terminate his employment or services hereunder for Good Reason (as defined below). If the Company terminates Executive’s employment or services for any reason other than (i) as provided in Section 6(a) or Section 6(b), or (ii) as a Termination Date occurs due result of the expiration of the Term, or if Executive terminates his employment or services pursuant to Company terminating Executive without Cause or Executive terminating this Section 6(c) for Good Reason, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination for Cause which circumstance is covered by Section 4.5, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iii) termination by reason of death which circumstance is covered by Section 4.3, or (iv) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates with Good Reason, then the Company shall pay to Executiveprovide Executive with the Accrued Obligations and the following payments and benefits: (i) A cash severance payment determined as follows: a. If Executive’s termination of employment occurs during the Accrued Base Obligations,Employment Term, a cash payment equal to the product of (I) two and one-half (2 ½) multiplied by (II) Executive’s Total Compensation, payable in a lump sum within 60 days following Executive’s termination of employment; b. If Executive’s termination of services occurs during the Consulting Term, a cash payment equal to all unpaid Consulting Fees that would have been paid had Executive continued to provide services to the Company and the Bank until December 31, 2024, payable in a lump sum within 60 days following Executive’s termination of service; (ii) two times annual Base CompensationThe Pay to Integrate Award, payable to the extent not previously paid, shall be paid in twelve (12) equal monthly installments commencing full in a lump sum within 60 days following Executive’s termination of employment or services, as applicable, or any different date required by Section 409A of the month following the month in which the Termination Date occurs,Code; (iii) Accrued Bonus Obligations,Any New Equity Awards shall vest immediately upon Executive’s termination of employment or services (in the case of performance-based awards, subject to the satisfaction of applicable performance goals, as determined at the end of the performance period) and shall be settled on the same settlement schedule as would apply had Executive’s services continued until the originally scheduled settlement date, or any different date required by Section 409A of the Code; and (iv) health and medical benefits If Executive’s termination of employment occurs prior to January 1, 2021, Executive shall be entitled to a 2020 Prorated Annual Bonus, payable at the same time bonuses are paid to similarly situated Company senior executives, but (except as required by Section 3.3 409A of this Agreement during the twelve-month period immediately following the Termination Date; providedCode) no later than March 15, however, if Executive or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health and medical coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, and (v) Indemnification2021.

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good ReasonReason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.6(c)4.5(c) hereof. (b) For the avoidance of doubt, Section 4.6(c4.5(c) hereof shall not apply to (i) termination for Cause which circumstance is covered by Section 4.54.4 hereof, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.74.6, (iii) termination by reason of death which circumstance is covered by Section 4.34.2 hereof, or (iv) termination by reason of Disability which circumstance is covered by Section 4.44.3 hereof. (c) If Company terminates Executive is terminated without Cause or Executive terminates with his employment for Good Reason, then the Company Executive shall pay to Executivereceive: (i) the Accrued Base Obligations,; (ii) two times annual Base Compensation, payable in the Accrued Bonus Obligations; (iii) the Partial Period Bonus Obligations; (iv) severance payments equal to twelve (12) equal monthly installments commencing in months (the month following the month in which the Termination Date occurs, (iii“Severance Period”) Accrued Bonus Obligations, (iv) health and medical benefits as required by Section 3.3 of this Agreement during the twelveExecutive’s then-month period immediately following the Termination Datecurrent Base Compensation; provided, however, until the one year anniversary date of the Commencement Date, the Severance Period shall equal the number of full months that Executive was employed by the Company at the time of termination of employment; provided, further, if Executive is terminated without Cause or Executive’s dependents are ineligible to participate Executive terminates his employment for Good Reason, in each such case in contemplation of, or during the Company benefit programs under Section 3.3twelve (12) month period following, the Company shall arrange to reimburse Executive for health and medical coverage reasonably comparable to that previously provided under Section 3.3a Change of Control, and further provided that such benefits regardless of whether the termination of employment occurs prior to the one year anniversary date of the Commencement Date, then the Severance Period shall become secondary to primary coverage upon equal eighteen (18) months), in each case, payable in periodic installments in accordance with Company’s or the date or dates Executive receives coverage and benefits which are substantially similarsuccessor’s regular payroll practices for its executive personnel at the time of payment, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, but in no event less frequently than monthly; and (v) Indemnificationcontinued participation in Company’s employee health benefit programs at his then-current level (or the economic equivalent, if such benefits are not available) for the same period in which severance payments are made pursuant to Section 4.5(c)(iv).

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve the right to terminate Executive’s employment at any time. If a Termination Date occurs due to Company terminating Executive without Cause or Executive terminating for Good ReasonReason (as defined herein), then Company or its successor shall have no further obligations under this Agreement except that Company or its successor shall pay to Executive the amounts shown in Section 4.6(c)4.5(c) hereof. (b) For the avoidance of doubt, Section 4.6(c4.5(c) hereof shall not apply to (i) termination for Cause which circumstance is covered by Section 4.54.4 hereof, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.74.6, (iii) termination by reason of death which circumstance is covered by Section 4.34.2 hereof, or (iv) termination by reason of Disability which circumstance is covered by Section 4.44.3 hereof. (c) If Company terminates Executive is terminated without Cause or Executive terminates with his employment for Good Reason, then the Company Executive shall pay to Executivereceive: (i) the Accrued Base Obligations,; (ii) two times annual Base Compensation, payable in the Accrued Bonus Obligations; (iii) the Partial Period Bonus Obligations; (iv) severance payments equal to twelve (12) equal monthly installments commencing in the month following the month in which the Termination Date occurs, (iii) Accrued Bonus Obligations, (iv) health and medical benefits as required by Section 3.3 months of this Agreement during the twelveExecutive’s then-month period immediately following the Termination Datecurrent Base Compensation; provided, however, if Executive is terminated without Cause or ExecutiveExecutive terminates his employment for Good Reason, in each such case in contemplation of, or during the twelve (12) month period following, a Change of Control, then the period shall be eighteen (18) months), payable in periodic installments in accordance with Company’s dependents are ineligible to participate or the successor’s regular payroll practices for its executive personnel at the time of payment, but in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health and medical coverage reasonably comparable to that previously provided under Section 3.3, and further provided that such benefits shall become secondary to primary coverage upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, no event less frequently than monthly; and (v) Indemnificationcontinued participation in Company’s employee health benefit programs at his then-current level (or the economic equivalent, if such benefits are not available) for the same period in which severance payments are made pursuant to Section 4.5(c)(iv).

Termination Without Cause or by Executive for Good Reason. (a) The Company and the Executive each reserve reserves the right to terminate Executive’s employment at any time. If If, however, a Termination Date occurs due to Company terminating (not including termination in the ordinary course on any applicable June 30 if the term of this Agreement is not automatically renewed which circumstance is covered by Section 4.6(b)) for any reason other than Cause under Section 4.5, termination by Executive without Cause under Section 4.7, death, or Executive terminating for Good ReasonDisability (which is covered by Section 4.4), then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the amounts shown in Section 4.6(c). (b) For the avoidance of doubt, Section 4.6(c) shall not apply to (i) termination for Cause which circumstance is covered by Section 4.5, (ii) termination by Executive without Good Reason which circumstance is covered by Section 4.7, (iii) termination by reason of death which circumstance is covered by Section 4.3, or (iv) termination by reason of Disability which circumstance is covered by Section 4.4. (c) If Company terminates Executive without Cause or Executive terminates with Good Reason, then the Company shall pay to Executive: (i) the Accrued Base ObligationsObligations through the date of termination, payable promptly after the date of termination, (ii) two times annual Base Compensationany unpaid Performance Bonus earned for any fiscal year ended before the Termination Date payable the later of (A) the date on which such Performance Bonus would be paid absent termination and (B) a date no later than 30 days after the Termination Date, (iii) the Performance Bonus, payable in twelve (12) equal monthly installments commencing in if any is earned, for the month following the month fiscal year in which the Termination Date occurs, (iii) Accrued Bonus Obligations, allocable to and prorated for the period prior to termination, calculated by annualizing any short period before termination, calculated and payable when Performance Bonuses for the applicable year are paid to all other Company senior executives, (iv) health Base Compensation through and medical including: (A) the 12-month anniversary of his termination if his termination occurs on or before June 30, 2006, (B) the 15-month anniversary of his termination if his termination occurs between July 1, 2006 and June 30, 2007, (C) the 18-month anniversary of his termination if his termination occurs between July 1, 2007 and June 30, 2008, and (D) the 24-month anniversary of his termination if his termination occurs on or after July 1, 2008, in each case payable at the same times as paid under Section 3.1; and (v) benefits as required by Section 3.3 of this Agreement during the twelve-month same period immediately following the Termination Datethat Base Compensation is due under Section 4.6(a)(iv); provided, however, if Executive Executive, Executive’s spouse or Executive’s dependents are ineligible to participate in the Company benefit programs under Section 3.3, the Company shall arrange to reimburse Executive for health provide Executive, Executive’s spouse and medical coverage reasonably comparable Executive’s dependents with the economic equivalent of such benefits which they otherwise would have been entitled to that previously provided under Section 3.3receive, and further provided that such benefits shall become secondary to primary coverage terminate upon the date or dates Executive receives coverage and benefits which are substantially similar, taken as a whole, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer, and. (vb) IndemnificationIf this Agreement is terminated in the ordinary course on any applicable June 30 because of a non-renewal notice given by the Company under Section 2.1, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the payments to which the Executive would be entitled under Section 4.6(a)(i), (ii), (iii), and (iv) and shall provide the benefits to which the Executive would be entitled under Section 4.6(a)(v). If this Agreement is terminated in the ordinary course on any applicable June 30 because of a non-renewal notice given by the Executive under Section 2.1, then Company shall have no further obligations under this Agreement except that Company shall pay to Executive the payments to which the Executive would be entitled under Section 4.6(a)(i), (ii), and (iii).