Common use of Without Cause or With Good Reason Clause in Contracts

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Company or the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period period, or, if the Company or the Bank cannot provide such coverage because Executive is no longer an employee, the Company or the Bank will provide Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a11(a) through 10(e11(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 12 of this Agreement, in the event of termination under this Section 10(f11(f), Executive will shall be entitled to receive his base salary as of his termination date for the remaining term of the Agreement, with such amount Agreement paid in one lump sum within ten (10) calendar days of his such termination. Also, in such event, Executive will also shall, for the remaining term of the Agreement, continue to participate in any benefit plans of the Bank that provide medical, dental health (including medical and dental) and life insurance coverage for the remaining term of the Agreementcoverage, under upon terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during such period. In the same period or, if event that the Bank cannot is unable to provide such coverage because by reason of Executive is no longer being an employee, the Bank will shall provide Executive with comparable coverage on an individual policy basis; provided, however, that . Executive shall also be entitled to retain without cost any automobile made available to the extent required under Section 409A Executive herein for a period of thirty-six (36) months from the remaining term of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employmentAgreement.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a11(a) through 10(e)11(e) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting for “Good Reason,” as defined below (a termination “With Good Reason”)below. ii. Subject to Section 11 12 of this Agreement, in the event of termination under this Section 10(f11(f), Executive will shall be entitled to receive an amount equal to (i) his base salary as of his termination date for the remaining term of the Agreement, and (ii) the value of the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such amount paid in one programs during the twelve (12) months preceding his termination), payable as a single cash lump sum distribution within ten (10) calendar days of his following such termination. In addition, the Executive will also shall continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance and non-taxable medical and dental insurance, or similar coverage for the remaining term of the Agreement, under upon terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during such period. In the same period or, if event that the Bank cannot is unable to provide such coverage because by reason of Executive is no longer being an employee, the Bank will provide shall pay the Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A value of the Internal Revenue Code of 1986, as amended such benefits in a single cash lump sum distribution within ten (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B10) of the Code for the year in which Executive terminates employmentcalendar days following his termination.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his her employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his her base salary as of his her termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his her termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if period. If the Bank cannot provide such coverage for the remaining term of the Agreement because Executive is no longer an employeeemployee or because providing such coverage would result in excise taxes or penalties to the Bank, the Bank will provide Executive with comparable coverage on an individual policy basis; provided, however, that to basis or shall provide the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employmentcash equivalent.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a11(a) through 10(e)11(e) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting for “Good Reason,” as defined below (a termination “With Good Reason”)below. ii. Subject to Section 11 12 of this Agreement, in the event of termination under this Section 10(f11(f), Executive will shall be entitled to receive an amount equal to (i) his base salary as of his termination date for the remaining term of the Agreement, and (ii) the value of the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such amount paid in one programs during the twelve (12) months preceding his termination), payable as a single cash lump sum distribution within ten (10) calendar days of his following such termination. In addition, the Executive will also shall continue to participate in any benefit plans of the Bank Association that provide medical, dental and life insurance and non-taxable medical and dental insurance, or similar coverage for the remaining term of the Agreement, under upon terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank Association during such period. In the same period or, if event that the Bank cannot Association is unable to provide such coverage because by reason of Executive is no longer being an employee, the Bank will provide Association shall pay the Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A value of the Internal Revenue Code of 1986, as amended such benefits in a single cash lump sum distribution within ten (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B10) of the Code for the year in which Executive terminates employmentcalendar days following his termination.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Company or the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if period. If the Company or the Bank cannot provide such coverage because Executive is no longer an employee, the Company or the Bank will provide Executive with comparable coverage on an individual policy basisbasis or the cash equivalent; provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment. Alternatively, the Company, at its discretion, will provide Executive with a lump sum cash payment equivalent to the cost of continued medical, dental and life insurance coverage for the remaining term of the Agreement, such amount to be paid within ten (10) calendar days of Executive’s termination date.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a11(a) through 10(e11(d), the Board Boards of Directors may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the BoardBoards of Directors, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 12 of this Agreement, in the event of termination under this Section 10(f11(e), Executive will shall be entitled to receive the value of his base salary as of his termination date for the remaining term of the Agreement, Agreement plus the value of all benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by Executive or accrued on his behalf under such amount paid programs during the twelve (12) months preceding his termination). Executive shall receive this payment in one a single lump sum within ten (10) calendar days of his terminationtermination of employment. In addition, Executive and his dependents will also continue to participate in any benefit plans of the Company and the Bank that provide medicalhealth (including medical and dental), dental and life insurance coverage for the remaining term of the Agreementor disability insurance, under or similar coverage, upon terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Company and the Bank during the same period or, if remaining term of the Agreement. In the event that the Company and the Bank cannot are unable to provide such coverage because Executive is no longer an employee, the Company and the Bank will shall provide Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety sixty (9060) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section Sections 11 and 26 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Company or the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if the Company or the Bank cannot provide such coverage because Executive is no longer an employee, the Company or the Bank will provide Executive with comparable coverage on an individual policy basis; , provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a11(a) through 10(e)11(e) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting for “Good Reason,” as defined below (a termination “With Good Reason”)below. ii. Subject to Section 11 12 of this Agreement, in the event of termination under this Section 10(f11(f), Executive will shall be entitled to receive an amount equal to (i) his base salary as of his termination date for the remaining term of the Agreement, and (ii) the value of the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such amount paid in one programs during the twelve (12) months preceding his termination), payable as a single cash lump sum distribution within ten (10) calendar days of his following such termination. In addition, the Executive will also shall continue to participate in any benefit plans of the Bank Company or Association that provide medical, dental and life insurance and non-taxable medical and dental insurance, or similar coverage for the remaining term of the Agreement, under upon terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank Company during such period. In the same period or, if event that the Bank cannot Company or the Association is unable to provide such coverage because by reason of Executive is no longer being an employee, the Bank will provide Company shall pay the Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A value of the Internal Revenue Code of 1986, as amended such benefits in a single cash lump sum distribution within ten (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B10) of the Code for the year in which Executive terminates employmentcalendar days following his termination.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if period. If the Bank cannot provide such coverage for the remaining term of the Agreement because Executive is no longer an employeeemployee or because providing such coverage would result in excise taxes or penalties to the Bank, the Bank will provide Executive with comparable coverage on an individual policy basis; provided, however, that to basis or shall provide the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employmentcash equivalent.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a11(a) through 10(e)11(e) the Boards, the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “"Without Cause”") and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “for "Good Reason,” " as defined below (a termination “With Good Reason”)below. ii. Subject to Section 11 12 of this Agreement, in the event of termination under this Section 10(f11(f), Executive will shall be entitled to receive an amount equal to (i) his base salary as of his termination date for the remaining term of the Agreement, and (ii) the value of the benefits he would have received during the remaining term of the Agreement under any retirement programs (whether tax-qualified or non-qualified) in which Executive participated prior to his termination (with the amount of the benefits determined by reference to the benefits received by the Executive or accrued on his behalf under such amount paid in one programs during the twelve (12) months preceding his termination), payable as a single cash lump sum distribution within ten (10) calendar days of his following such termination. In addition, the Executive will also shall continue to participate in any benefit plans of the Bank Association that provide medical, dental and life insurance and non-taxable medical and dental insurance, or similar coverage for the remaining term of the Agreement, under upon terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank Association during such period. In the same period or, if event that the Bank cannot Association is unable to provide such coverage because by reason of Executive is no longer being an employee, the Bank will provide Association shall pay the Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A value of the Internal Revenue Code of 1986, as amended such benefits in a single cash lump sum distribution within ten (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B10) of the Code for the year in which Executive terminates employmentcalendar days following his termination.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section Sections 11 and 26 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual policy basis; , provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment.

Without Cause or With Good Reason. i. In addition to termination pursuant to Sections 10(a) through 10(e), the Board may, by written notice to Executive, immediately terminate his employment at any time for a reason other than Cause (a termination “Without Cause”) and Executive may, by written notice to the Board, immediately terminate this Agreement at any time within ninety (90) days following an event constituting “Good Reason,” as defined below (a termination “With Good Reason”). ii. Subject to Section 11 of this Agreement, in the event of termination under this Section 10(f), Executive will receive his base salary as of his termination date for the remaining term of the Agreement, with such amount paid in one lump sum within ten (10) calendar days of his termination. Executive will also continue to participate in any benefit plans of the Bank that provide medical, dental and life insurance coverage for the remaining term of the Agreement, under terms and conditions no less favorable than the most favorable terms and conditions provided to senior executives of the Bank during the same period or, if period. If the Bank cannot provide such coverage because Executive is no longer an employee, the Bank will provide Executive with comparable coverage on an individual policy basis; provided, however, that to the extent required under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, the aggregate payments received for such insurance continuation coverage shall not exceed the applicable dollar limitation under Section 402(g)(1)(B) of the Code for the year in which Executive terminates employment. Alternatively, the Bank, at its discretion, will provide Executive with a lump sum cash payment equivalent to the cost of continued medical, dental and life insurance coverage for the remaining term of the Agreement, such amount to be paid within ten (10) calendar days of Executive’s termination date.