Involuntary Separation From Service. In accordance with IRC 409A, the term “Involuntary Separation from Service” shall mean a Separation From Service due to the independent exercise of the unilateral authority of the Bank to terminate the Executive’s services, other than due to the Executive’s implicit or explicit request, where the Executive was willing and able to continue performing services.
Involuntary Separation From Service. Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, in the event a Grantee who has satisfied the Age and Service Requirements terminates employment involuntarily in a manner that makes the Grantee entitled to receive severance benefits pursuant to a severance plan maintained by the Company or a Subsidiary, and provided that the Grantee satisfies all conditions applicable to the payment of such severance (including, without limitation, any release condition), then this Option shall be subject to the treatment set forth in subparagraphs (i)-(iii) above, and not the treatment described in Section 3(c) below.
Involuntary Separation From Service. If Separation from Service is the earliest Distributable Event and is an Involuntary Separation from Service other than for Cause (and excluding your Separation from Service for Good Reason) (“Involuntary Separation from Service”), you will be entitled to receive the benefits described in Sections 3(a)(i) through 3(a)(v) beginning six months after the date of your Separation from Service, except that the payments in Section 3(a)(iii) will commence on the third anniversary of the date of your Involuntary Separation from Service. Notwithstanding the foregoing, in no event will you be deemed to have been terminated for “Cause” unless prior to your termination the Company has delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the directors then in office at a meeting of the Board called and held for such purpose, after reasonable notice to you and an opportunity for you, together with your counsel (if you choose to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, you committed an act constituting “Cause” and specifying the particulars of such act in detail. While such a determination will be a condition precedent for the existence of “Cause” for purposes of this Agreement, such a determination will not be determinative or create a presumption that “Cause” in fact exists, and nothing in this Agreement will limit your right or the right of your beneficiaries to contest the validity or propriety of any such determination.
Involuntary Separation From Service. The terms “Involuntary Separation from Service” or “Involuntary Termination” (or “Involuntarily Terminated”) shall mean a Separation from Service due to the independent exercise of the unilateral authority of the Bank to terminate Executive’s services, other· than due to Executive’s implicit or explicit request, where Executive was willing and able to continue performing services.
Involuntary Separation From Service. Notwithstanding Section 2(a) hereof, in the event of the Participant’s termination of Service as a result of the Participant’s resignation of Service at the request of the Company for reasons other than cause, then 100% of the RSUs shall immediately vest on the date of such termination.
Involuntary Separation From Service. In the event Executive Involuntarily Separates From Service prior to qualifying for Early Retirement (and other than pursuant to the terms of Paragraph 3.5 or for Cause), then (subject to the non-compete provisions of Paragraph 3.9), he shall be entitled to receive an annual amount equal to the Applicable Percentage of the Supplemental Retirement Benefit. This annual Executive Benefit shall be paid in substantially equal monthly installments, with payments commencing on the first day of the first month following the later of (i) Executive’s Separation From Service or (ii) Executive’s attainment of the age of Sixty-Two (62). The annual Executive Benefit amount shall be reduced by the Early Commencement Reduction Factor, and benefit payments shall continue until Executive’s death. In addition to the forgoing, the annual Executive Benefit amount shall be increased each year by two percent (2 %). These annual increases shall take effect each year on the anniversary of the first payment date and shall continue for as long as the Executive receives a benefit.
Involuntary Separation From Service. If, prior to the end of a Performance Period, Participant experiences an “involuntary separation from service” (or similar term) under a circumstance giving rise to vesting acceleration set forth in any agreement that is in effect between the Participant and the Company providing for vesting acceleration benefits for the Participant’s Company equity awards upon such Participant’s “involuntary separation from service” (or similar term) (such agreement, the “Acceleration Agreement”), then (i) 100% of the Target Number of Performance Units will performance-vest and be treated as Earned Performance Units for such Performance Period and (ii) Participant will time-vest in the number of Earned Performance Units (if any) as determined under the Acceleration Agreement. Any Performance Units that do not performance-vest and time-vest pursuant to the foregoing provision will be forfeited following such “involuntary separation from service” (or similar term). If, on or following the end of a Performance Period but prior to the related time-vesting date on the following March 10, Participant experiences an “involuntary separation from service” (or similar term) under a circumstance giving rise to vesting acceleration under the Acceleration Agreement, then (i) the percentage of the Performance Units that will performance-vest and be treated as Earned Performance Units for such Performance Period will be based on actual performance for such Performance Period as determined by the Administrator and (ii) Participant will time-vest in the number of Earned Performance Units (if any) as determined under the Acceleration Agreement. Any Performance Units that do not performance-vest and time-vest pursuant to the foregoing provision will be forfeited following such “involuntary separation from service” (or similar term).
Involuntary Separation From Service. I understand that in the event of my involuntary Separation from Service (other than for Cause) before my Benefit Age, I will be entitled to receive my full Supplemental Retirement Benefit (as set forth above) payable commencing within 90 days of my Benefit Age in 180 monthly installments.
Involuntary Separation From Service. Any amount paid under the Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section l.409A‑1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit shall not constitute Deferred Compensation Separation Benefits for purposes of Section 12(a). For purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive ‘s termination of employment as determined under Treasury Regulation 1.409A‑l(b)(9)(iii)(A)(l) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.
