Common use of Without Just Cause; Constructive Discharge Clause in Contracts

Without Just Cause; Constructive Discharge. The Board may, by written notice to the Executive, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the Expiration Date, plus said salary for an additional 12-month period, and (ii) at the Executive's election either (A) cash in an amount equal to the Present Value of the cost to the Executive of obtaining all health, life, disability and other benefits which the Executive would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive shall be paid, at the option of the Executive, either in periodic payments through the Expiration Date, or in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments).

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank Association provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank Association benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate par ticipate in through the Expiration Date Date, based upon the benefit levels substantially equal to those that the Bank Company provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank Company benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation compensa tion and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate par ticipate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date, plus said salary for an additional 12-month period"), and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank Association provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank Association benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the greater of either (A) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus or (B) said salary for an additional 1224-month period, and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (1) in periodic payments through the Expiration Date, or (11) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his Employee's employment at any time for a reason other than her Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): Salary equal to (i) the salary provided pursuant to Section paragraph 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date, plus said salary for an additional 12-month period, and ") or (ii) at the Executive's election either (A) cash in an amount equal salary for 24 months whichever is greater. Further, said Employee, upon such termination shall continue to the Present Value of the cost to the Executive of obtaining all participate under any employee health, life, disability and other benefits in which the Executive Employee would have been eligible to participate in through though the "Expiration Date Date" based upon the benefit levels substantially equal to those that the Bank and the Company provided for the Executive Employee at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only employment to the extent the Executive Employee continues to qualify for participation therein; provided that . In the event the Employee does not qualify, then the Employee shall receive cash in no event shall an amount equal to the total value cost of the payments due under (i) and (ii) hereof exceed three years' total compensationEmployee obtaining such benefits elsewhere through the Expiration Date. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (i) in periodic payments through the Expiration Date, Date or (ii) in one lump sum within ten days of from such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than his Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): ): (i) the salary provided pursuant to Section 3 hereof, together with accrued incentive pay (based on the level of such pay for the year in which the termination occurs) up to the expiration date of this Agreement, including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive Employee at the date of termination of employment, employment or (B) continued participation under such Bank benefit plans through the Expiration Date, but only Date to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments payments, through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the Executive, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the Expiration Date, plus said salary for an additional 12-month period, and (ii) at the Executive's election either (A) cash in an amount equal to the Present Value of the cost to the Executive of obtaining all health, life, disability and other benefits which the Executive would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three two years' total compensation. All amounts payable to the Executive shall be paid, at the option of the Executive, either in periodic payments through the Expiration Date, or in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments).

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his Employee's employment at any time for a reason other than his Disability or Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): Salary equal to (iI) the salary provided pursuant to Section paragraph 3 hereof, up to the expiration date of this Agreement, including any renewal term (the "Expiration Date, plus said salary for an additional 12-month period, and ") or (ii) at the Executive's election either (A) cash in an amount equal salary for 12 months whichever is greater. Further, said Employee, upon such termination shall continue to the Present Value of the cost to the Executive of obtaining all participate under any employee health, life, disability and other benefits in which the Executive Employee would have been eligible to participate in through the "Expiration Date Date" based upon the benefit levels substantially equal to those that the Bank and the Company provided for the Executive Employee at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only employment to the extent the Executive Employee continues to qualify for participation therein; provided that . In the event the Employee does not qualify, then the Employee shall receive cash in no event shall an amount equal to the total value cost of the payments due under (i) and (ii) hereof exceed three years' total compensationEmployee obtaining such benefits elsewhere through the Expiration Date. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (i) in periodic payments through the Expiration Date, Date or (ii) in one lump sum within ten days of from such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the ExecutiveEmployee, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive Employee shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the expiration date of this Agreement including any renewal term (the "Expiration Date"), plus said salary for an additional 12-month period, and (ii) at the ExecutiveEmployee's election either (A) cash in an amount equal to the Present Value of the cost to the Executive Employee of obtaining all health, life, disability and other benefits which the Executive Employee would have been eligible to participate in through the Expiration Date Date, based upon the benefit levels substantially equal to those that the Bank Company provided for the Executive Employee at the date of termination of employment, employ- ment or (B) continued participation under such Bank Company benefit plans through the Expiration Date, but only to the extent the Executive Employee continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three years' total compensation. All amounts payable to the Executive Employee shall be paid, at the option of the ExecutiveEmployee, either (I) in periodic payments through the Expiration Date, or (II) in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments)termination.

Without Just Cause; Constructive Discharge. The Board may, by written notice to the Executive, immediately terminate his employment at any time for a reason other than Just Cause, in which event the Executive shall be entitled to receive the following compensation and benefits (unless such termination occurs during the Protected Period, in which event the benefits and compensation provided for in Section 12 shall apply): (i) the salary provided pursuant to Section 3 hereof, up to the Expiration Date, plus said salary for an additional 12-month period, and (ii) at the Executive's election either (A) cash in an amount equal to the Present Value of the cost to the Executive of obtaining all health, life, disability and other benefits which the Executive would have been eligible to participate in through the Expiration Date based upon the benefit levels substantially equal to those that the Bank provided for the Executive at the date of termination of employment, or (B) continued participation under such Bank benefit plans through the Expiration Date, but only to the extent the Executive continues to qualify for participation therein; provided that in no event shall the total value of the payments due under (i) and (ii) hereof exceed three one years' total compensation. All amounts payable to the Executive shall be paid, at the option of the Executive, either in periodic payments through the Expiration Date, or in one lump sum within ten days of such termination (in which event he shall receive the Present Value of such periodic payments).