Common use of Treatment Upon Separation Clause in Contracts

Treatment Upon Separation. If Executive incurs a Termination Without Cause or Termination For Good Reason, but continues to be a member of the Board or if Executive ceases to be a member of the Board but continues to be an employee of Employer, the Initial Option Grant shall remain outstanding until the end of its remaining term, unless earlier terminated as provided in this paragraph. During the first calendar year in which Executive is no longer employed by the Employer due to a Termination Without Cause or Termination for Good Reason and has ceased to be a member of the Board (“Option Trigger Event”), (i) Executive may elect to cancel any shares underlying the Initial Option Grant that remain outstanding but unexercised as of the date of Executive’s election in return for a payment, payable at the time of Executive’s election, of their spread value (i.e., the difference between the aggregate fair market value of a share and the aggregate exercise price) as of the date of Executive’s election, or (ii) if Executive fails to timely make an election to cancel such shares, the options shall continue to remain outstanding and exercisable until eighteen (18) months following the Option Trigger Event or, if earlier, the end of the Initial Option Grant’s original term, during which period (and subject to any administrative requirements and blackout periods required by law that apply to all similarly-situated participants under Bancorp’s equity incentive plan) Executive may exercise all or any portion thereof for common stock of Bancorp using any of the methods permitted by such award, which shall include but not be limited to a cashless exercise and net-settlement with respect to exercise price and applicable taxes. Any portion of the Initial Option Grant that remains unexercised following the end of such exercise period shall be forfeited. Any valuation required by this paragraph shall be conducted in accordance with Code Section 409A and shall be based upon the closing price of such common stock on the Executive’s election date if such common stock is listed or admitted to trading on any stock exchange or traded in the over-the-counter market; or if Bancorp’s common stock is not so listed or traded as of such date, shall be based upon a valuation by an independent accounting or valuation firm mutually agreed upon by Bancorp and Executive (which consent shall not be unreasonably withheld).

Treatment Upon Separation. If Executive incurs a Termination Without Cause or Termination For Good Reason, but continues to be a member of the Board or if Executive ceases to be a member of the Board but continues to be an employee of Employer, the Initial Option Grant shall remain outstanding until the end of its remaining term, unless earlier terminated as provided in this paragraph. During the first calendar year in which Executive is no longer employed by the Employer due to a Termination Without Cause or Termination for Good Reason and has ceased to be a member of the Board (“Option Trigger Event”), (i) Executive may elect to cancel any shares underlying the Initial Option Grant that remain outstanding but unexercised as of the date of Executive’s election in return for a payment, payable at the time of Executive’s election, of their spread value (i.e., the difference between the aggregate fair market value of a share and the aggregate exercise price) as of the date of Executive’s election, or (ii) if Executive fails to timely make an election to cancel such shares, the options shall continue to remain outstanding and exercisable until eighteen (18) months following the Option Trigger Event or, if earlier, the end of the Initial Option Grant’s original term, during which period (and subject to any administrative requirements and blackout periods required by law that apply to all similarly-situated participants under BancorpEmployer’s equity incentive plan) Executive may exercise all or any portion thereof for common stock of Bancorp Employer using any of the methods permitted by such award, which shall include but not be limited to a cashless exercise and net-settlement with respect to exercise price and applicable taxes. Any portion of the Initial Option Grant that remains unexercised following the end of such exercise period shall be forfeited. Any valuation required by this paragraph shall be conducted in accordance with Code Section 409A and shall be based upon the closing price of such common stock on the Executive’s election date if such common stock is listed or admitted to trading on any stock exchange or traded in the over-the-counter market; or if BancorpEmployer’s common stock is not so listed or traded as of such date, shall be based upon a valuation by an independent accounting or valuation firm mutually agreed upon by Bancorp Employer and Executive (which consent shall not be unreasonably withheld).

Treatment Upon Separation. If Executive incurs a Termination Without Cause or Termination For for Good Reason, but continues to be a member of the Board or if Executive ceases to be a member of the Board but continues to be an employee of Employer, the Initial Option Grant shall remain outstanding until the end earlier of its remaining term, unless earlier terminated as provided the dates set forth in this paragraphclause (i) or (ii) below. During the first calendar year in which Executive is no longer employed by the Employer due to a Termination Without Cause or Termination for Good Reason and has ceased to be a member of the Board (“Option Trigger Event”), (i) Executive may elect to cancel any shares underlying the Initial Option Grant that remain outstanding but unexercised as of the date of Executive’s election in return for a payment, payable at the time of Executive’s election, of their spread value (i.e., the difference between the aggregate fair market value of a share and the aggregate exercise price) as of the date of Executive’s election, or (ii) if Executive fails to timely make an election to cancel such shares, the options shall continue to remain outstanding and exercisable until eighteen (18) months following the Option Trigger Event or, if earlier, the end of the Initial Option Grant’s original term, during which period (and subject to any administrative requirements and blackout periods required by law that apply to all similarly-situated participants under Bancorp’s equity incentive plan) Executive may exercise all or any portion thereof for common stock of Bancorp using any of the methods permitted by such award, which shall include but not be limited to a cashless exercise and net-settlement with respect to exercise price and applicable taxes. Any portion of the Initial Option Grant that remains unexercised following the end of such exercise period shall be forfeited. Any valuation required by this paragraph shall be conducted in accordance with Code Section 409A and shall be based upon the closing price of such common stock on the Executive’s election date if such common stock is listed or admitted to trading on any stock exchange or traded in the over-the-counter market; or if Bancorp’s common stock is not so listed or traded as of such date, shall be based upon a valuation by an independent accounting or valuation firm mutually agreed upon by Bancorp and Executive (which consent shall not be unreasonably withheld).