Common use of Involuntary Termination Without Cause and Voluntary Termination with Good Reason Clause in Contracts

Involuntary Termination Without Cause and Voluntary Termination with Good Reason. Unless otherwise provided herein, with written notice to the Executive 30 days in advance, the Bank may terminate the Executive’s employment without Cause. Termination without Cause shall take effect at the end of the 30-day period. During the Retention Period (as such term is defined in Section 1.2(a) of this Agreement), the Bank may in its sole discretion terminate the Executive’s employment without Cause at any time immediately upon notice. With advance written notice to the Bank as provided in clause (ii) below, the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to receive the Base Salary earned through the date of termination, any reimbursement of expenses incurred through the date of termination, any unpaid bonus calculated through the date of termination (as specified in the Bank’s short-term and long-term incentive compensation plans and related agreements), and such other benefits to which the Executive may be entitled under the Corporation’s and the Bank’s benefit plans, policies, and agreements, or the provisions of this Agreement. In addition, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason contained in Internal Revenue Code Section 409A are satisfied, as the same may be amended from time to time. For purposes of clarification and without intending to affect the foregoing reference to Section 409A for the definition of Good Reason, as of the Employment Date the safe-harbor definition of separation from service for good reason in Treasury Regulation 1.409A-1(n)(2)(ii) would provide as follows –

Involuntary Termination Without Cause and Voluntary Termination with Good Reason. Unless otherwise provided herein, with With written notice to the Executive 30 90 days in advance, the Bank Corporation may terminate the Executive’s employment without Cause. Termination without Cause shall take effect at the end of the 3090-day period. During the Retention Period (as such term is defined in Section 1.2(a) of this Agreement), the Bank may in its sole discretion terminate the Executive’s employment without Cause at any time immediately upon notice. With advance written notice to the Bank Corporation as provided in clause (ii) belowy), the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to receive the Base Salary earned through the date of termination, any reimbursement of expenses incurred through the date of termination, any unpaid bonus calculated earned through the date of termination (as specified in the Bank’s short-term and long-term incentive compensation plans and related agreements)termination, including any unvested amounts awarded for previous years, and such other benefits to which the Executive may be entitled under the Corporation’s and the Bank’s benefit plans, policies, and agreements, or the provisions of this Agreement. In addition, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason contained in Internal Revenue Code Section section 409A are satisfied, as the same may be amended from time to time. References in this Agreement to Internal Revenue Code section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A. For purposes of clarification and without intending to affect the foregoing reference to Section section 409A for the definition of Good Reason, as of the Employment Date the safe-harbor definition of separation from service for good reason in Treasury Regulation Rule 1.409A-1(n)(2)(ii) would provide as follows –

Involuntary Termination Without Cause and Voluntary Termination with Good Reason. Unless otherwise provided herein, with With written notice to the Executive 30 90 days in advance, the Bank may terminate the Executive’s employment without Cause. Termination without Cause shall take effect at the end of the 3090-day period. During the Retention Period (as such term is defined in Section 1.2(a) of this Agreement), the Bank may in its sole discretion terminate the Executive’s employment without Cause at any time immediately upon notice. With advance written notice to the Bank as provided in clause (ii) belowy), the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to receive the Base Salary earned through the date of termination, any reimbursement of expenses incurred through the date of termination, any unpaid bonus calculated through the date of termination (as specified in the Bank’s short-term and long-term incentive compensation plans and related agreements), and such other benefits to which the Executive may be entitled under the Corporation’s and the Bank’s benefit plans, policies, and agreements, or the provisions of this Agreement. In addition, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason contained in Internal Revenue Code Section section 409A are satisfied, as the same may be amended from time to time. References in this Agreement to Internal Revenue Code section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A. For purposes of clarification and without intending to affect the foregoing reference to Section section 409A for the definition of Good Reason, as of the Employment Date the safe-harbor definition of separation from service for good reason in Treasury Regulation 1.409A-1(n)(2)(ii) would provide as follows –the

Involuntary Termination Without Cause and Voluntary Termination with Good Reason. Unless otherwise provided herein, with With written notice to the Executive 30 90 days in advance, the Bank may terminate the Executive’s employment without Cause. Termination without Cause shall take effect at the end of the 3090-day period. During the Retention Period (as such term is defined in Section 1.2(a) of this Agreement), the Bank may in its sole discretion terminate the Executive’s employment without Cause at any time immediately upon notice. With advance written notice to the Bank as provided in clause (ii) belowy), the Executive may terminate employment with Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to receive the Base Salary earned through the date of termination, any reimbursement of expenses incurred through the date of termination, any unpaid bonus calculated through Incentive Compensation and other bonuses earned though the date of termination (as specified in the Bank’s short-term terminnation, including any vested including any unvested amounts, Restricted Stock and long-term incentive compensation plans and related agreements)Performance Units awarded for previous years, and such other benefits to which the Executive may be entitled under the Corporation’s and the Bank’s benefit plans, policies, and agreements, or the provisions of this Agreement. In addition, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions of the safe-harbor definition of good reason contained in Internal Revenue Code Section section 409A are satisfied, as the same may be amended from time to time. References in this Agreement to Internal Revenue Code section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under section 409A. For purposes of clarification and without intending to affect the foregoing reference to Section section 409A for the definition of Good Reason, as of the Employment Date the safe-harbor definition of separation from service for good reason in Treasury Regulation Rule 1.409A-1(n)(2)(ii) would provide as follows –