Terminations Without Cause or for Good Reason. Except as otherwise provided by Section 7(c) with respect to certain terminations of employment after a Change in Control, if the Executive’s employment shall terminate without Cause (pursuant to Section 6(a)(v)), or for Good Reason (pursuant to Section 6(a)(iv)), the Company shall (subject to the Executive’s entering into a General Release with the Company in substantially the form attached hereto as Exhibit A (the “Release”)):
(i) Pay to the Executive as severance an amount equal to the Executive’s then current Annual Base Salary in equal monthly installments during the period beginning on the Date of Termination and ending on the first anniversary thereof; provided, however, that no amount shall be payable on or following the date the Executive first (i) breaches any of the covenants set forth in Sections 9(a) or 9(b) or (ii) materially breaches any of the covenants set forth in Section 9(c) or 9(e), which is not remedied (if remediable) within 30 days after receipt of written notice from the Company specifying the breach;
(ii) Continue to provide, at the Company’s expense, the Executive (and his eligible dependents) with the medical, dental and life insurance coverage in which he (or his eligible dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) until the first anniversary of the Date of Termination; and
(iii) Pay to the Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination.
Terminations Without Cause or for Good Reason. If during the term of his employment under this Agreement, Executive is terminated by the Company without Cause (and not on account of Disability) or resigns from the Company for Good Reason, all obligations of the Company under Sections 1 and 2 will immediately cease. In connection with this resignation or termination, the Company will pay the Executive (or, in the case of the Executive’s death, Executive’s beneficiary or, if none has been designated in accordance with Section 8.3, Executive’s estate), the amount of the Executive’s Compensation Accrued at Termination, and the Executive’s rights, if any, under any Company benefit plan or program shall be governed by such plan or program. In addition, in connection with a resignation or termination described in this Section 4, and subject to the requirements of Section 4.3, the Executive shall be entitled to the benefits described in Section 4.1 and, if applicable, Section 4.2.
Terminations Without Cause or for Good Reason. If Executive’s employment shall terminate involuntarily without Cause or for Good Reason, the Company shall provide Executive with severance payments and benefits pursuant to this Section 2.
Terminations Without Cause or for Good Reason. If CFO’s employment shall terminate involuntarily without Cause or for Good Reason, the Company shall provide CFO with severance payments and benefits pursuant to this Section 2.
Terminations Without Cause or for Good Reason. If the Executive shall terminate her employment for Good Reason (other than a Change of Control), or if the Bank and the Company shall terminate the Executive’s employment other than for Cause (excluding by reason of Executive’s death, Retirement, or Disability), the Executive shall be entitled to the following compensation and benefits, in lieu of severance pay otherwise paid to Company or Bank employees at separation:
(i) The Bank, the Company or the Affiliated Companies shall pay to the Executive, in a lump sum in cash, within thirty (30) days after the Termination Date, the sum of (A) the Executive’s annual Base Salary and benefits (including reimbursement of business expenses) through the Termination Date to the extent not theretofore paid, (B) all compensation for the Executive’s accrued but unused vacation days, but only if the Executive would be entitled to pay for accrued vacation at termination under Bank or Company policy, and (C) a pro rata portion of the Executive’s Annual Bonus, to be determined by the Board of Directors, exercising discretion reasonably and in good faith (cumulatively, the Executive’s “Full Accrued Compensation/Benefits”);
(ii) The Bank, the Company or the Affiliated Companies shall pay to the Executive, in a lump sum in cash, within thirty (30) days after the Termination Date, an amount equivalent to all Base Salary which would have been paid to the Executive from the Termination Date until expiration of the Term of this Agreement (i.e., a sum equivalent to three years of the Executive’s current Base Salary);
(iii) To the extent permitted by the Coast Financial Holdings, Inc. 2003 Stock Option Plan, the Coast Financial Holdings, Inc. 2005 Stock Incentive Plan, the Coast Financial Holdings, Inc. 2006 Stock Incentive Plan, and any future equity incentive plans adopted by the Bank or the Company (collectively, “the Plans”), and any grants to the Executive made pursuant to the Plans, (A) all of the Executive’s stock options and SARs shall become fully vested as of the Termination Date, (B) all of the Executive’s stock options and SARs shall be fully exercisable as of the Termination Date, and (C) the remaining portion of any restriction period applicable to restricted stock issued to the Executive pursuant to the Plans shall be terminated;
(iv) Any benefits due and owing to the Executive under Bank or Company employee benefit plans, welfare plans, or retirement plans, as more specifically described in Sections 4(c) and (e) of t...
Terminations Without Cause or for Good Reason. If the Executive shall terminate his employment for Good Reason (other than a Change of Control), or if the Bank and the Company shall terminate the Executive’s employment other than for Cause (excluding by reason of Executive’s death, Retirement, or Disability), the Executive shall be entitled to the following compensation and benefits, in lieu of severance pay otherwise paid to Company or Bank employees at separation:
(i) The Bank, the Company or the Affiliated Companies shall pay to the Executive, in a lump sum in cash, within thirty (30) days after the Termination Date, the sum of (A) the Executive’s annual Base Salary and benefits (including reimbursement of business expenses) through the Termination Date to the extent not theretofore paid, (B) all compensation for the Executive’s accrued but unused vacation days, but only if the Executive would be entitled to pay for accrued vacation at termination under Bank or Company policy, and (C) a pro rata portion of the Executive’s Annual Bonus, to be determined by the Board of Directors, exercising discretion reasonably and in good faith (cumulatively, the Executive’s “
Terminations Without Cause or for Good Reason. If CMO’s employment shall terminate involuntarily without Cause or for Good Reason, the Company shall provide CMO with severance payments and benefits pursuant to this Section 2.
Terminations Without Cause or for Good Reason. If your Service terminates prior to the Vesting Date (and prior to a Change in Control) because of your involuntary termination of Service by the Company without Cause or your voluntary termination for Good Reason, you will remain eligible to vest on the Vesting Date with respect to a pro rata portion of the Performance Stock Units as if your Service had not terminated, which pro rata portion will be calculated by multiplying (i) the total number of the Performance Stock Units that would vest based on the greater of (A) actual performance as of the end of the Performance Period and (B) actual performance as of such date of termination of Service as if the Performance Period had ended on such date (i.e., the Target Number of Performance Stock Units multiplied by the applicable vesting percentage determined in accordance with Exhibit A, in each case as of the relevant measurement date) by (ii) a fraction, the numerator of which equals the number of days that you provided Service during the Performance Period and the denominator of which equals the total number of days in the Performance Period (such fraction, the “Pro Rata Portion”).
Terminations Without Cause or for Good Reason. (a) If Executive’s employment or service on the Board shall terminate involuntarily without Cause or for Good Reason, within eighteen (18) months following a Change in Control, notwithstanding any provision to the contrary in any equity award agreement or equity compensation plan, the Company shall cause all outstanding equity awards then held by Executive (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) to become fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination. In all other respects, such awards will continue to be subject to the terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and Executive.
(b) Notwithstanding anything to the contrary in this Section 2, in the event that the Company, or its successor, requests Executive to continue to serve in the same position following a Change in Control for a six (6)-month (or shorter) transition period (“Transition Period”), Executive shall not have Good Reason to resign pursuant to Section 1(d)(iii) during such Transition Period regardless if Executive’s title, authority, responsibility or duties have been materially reduced; provided that during such Transition Period Executive continues to be paid the same salary and be provided with the same bonus opportunity, if any, as in effect immediately prior to such Change in Control and Executive’s principal workplace is not relocated more than 35 miles from its location immediately prior to such Change in Control. Following the Transition Period, Executive may resign for Good Reason pursuant to Section 1(d)(iii) and be entitled to the benefits set forth in Section 2(b).
Terminations Without Cause or for Good Reason. If CSO’s employment shall terminate involuntarily without Cause or for Good Reason, the Company shall provide CSO with severance payments and benefits pursuant to this Section 2.
