Specified Employees means Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxx X. XxXxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxx, Xxxxxx Uyermatsu, Xxxxxx X. XxXxxx, Xxxxx Xxxxxxx, Xx., Xxxxxx Xxxxxxx, Xx., Xxxxxx X’Xxxxx, Xxxxx Xxxxxx and Xxxx Xxxxxxxxx.
Prior Employment Agreement has the meaning set forth in the recitals hereto.
Specified Employee means an employee who at the time of Separation from Service is a key employee of the Bank, if any stock of the Bank is publicly traded on an established securities market or otherwise. For purposes of this Agreement, an employee is a key employee if the employee meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on December 31 (the “identification period”). If the employee is a key employee during an identification period, the employee is treated as a key employee for purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the identification period.
Employment Agreement means each management, employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit or other agreement, or contract between the Company or any Affiliate and any Employee.
Qualified employment position means a permanent full-time
Severance Agreement means the Key Executive Severance Agreement, dated as of the date hereof, between the parties, as it may be amended from time to time, that provides for certain benefits related to termination of the Executive’s employment that are unrelated to a Change of Control.
Termination Benefits means the benefits described in Section 4.1(b).
Deferred Compensation Agreement means an agreement to participate and to defer compensation between a Participant and the Company in such form and consistent with terms of the Plan as the Company may prescribe from time to time.
Change in Control Benefits means the following benefits:
Employment Agreements shall have the meaning provided in Section 5.05.
Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.
Qualified individual with a disability means an individual with a disability who satisfies the requisite skill, experience, education and other job-related requirements of the employment position such individual holds or desires, and who, with or without reasonable accommodation, can perform the essential functions of such position.
Qualified employee means an individual who:
Qualified employer means the federal government.
Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.
Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).
Separation Benefits has the meaning accorded such term in Section 3.04.
Separation from Service or “Separates from Service” means a “separation from service” within the meaning of Section 409A of the Code.
Employment benefits means all benefits provided or made
Termination Compensation means a monthly cash amount equal to one-twelfth ( 1/12th) of the highest amount of the annual cash compensation (including cash bonuses and other cash-based compensation, including for these purposes amounts earned or payable whether or not deferred) received by Executive during any one of the three (3) calendar years immediately preceding the calendar year in which Executive’s Termination Date occurs; provided, that if the cash compensation received by Executive during the Termination Year exceeds the highest amount of the annual cash compensation received by Executive during any one of the immediately preceding three (3) consecutive calendar years, the cash compensation received by Executive during the Termination Year shall be deemed to be Executive’s highest amount of annual cash compensation. In no event shall Executive’s Termination Compensation include equity-based compensation (e.g., income realized as a result of Executive’s exercise of non-qualified stock options or other stock based benefits).
Covered employment means employment in a covered position.
Professional employer agreement means a written contract by and between a client and a PEO that provides for the following:
Termination of Employment means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.
409A Change in Control means a “Change in Control” which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Severance from Service Date means the earlier of:
Change in Control Agreement means a written Change in Control Agreement between an employee and the Company or an Affiliate.