Common use of Termination by Bank Without Cause Clause in Contracts

Termination by Bank Without Cause. Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank may at any time without Cause and for any reason immediately terminate this Agreement and Executive's employment by the Bank by action of the Board. Upon such termination by the Bank all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph, and Executive shall be deemed to have resigned as a director, officer and employee of the Bank and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank upon the delivery to the Bank by the Executive of a waiver and release in substantially the form of Attachment "A" to this Agreement, and Executive's compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to six (6) months' base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive's medical benefits for a period of six (6) months following such termination, with Bank continuing to pay Executive's share of premiums and associated costs as if Executive continued to be employed with the Bank; provided, however, that the Bank's obligation to provide such coverage shall be terminated if the Executive is eligible to receive comparable substitute coverage from another employer at any time during such six-month period. Executive agrees to advise the Bank immediately if such comparable substitute coverage is available from another employer. The Executive shall be entitled at the expiration of the six-month period, to elect to continue coverage under the Bank's medical benefit plans pursuant to the terms of COBRA. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive's employment is terminated for any of the reasons delineated in Xxxxxxxxxxxxx X.0, X.0 or F.3 hereof or while grounds for termination under such Subparagraphs exist.

Termination by Bank Without Cause. Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank may at any time without Cause and for any reason immediately terminate this Agreement and Executive's ’s employment by the Bank by action of the Board. Upon such termination by the Bank all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph, and Executive shall be deemed to have resigned as a director, officer and employee of the Bank and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank upon the delivery to the Bank by the Executive of a waiver and release in substantially the form of Attachment "“A" ” to this Agreement, and Executive's ’s compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to six twelve (612) months' ’ base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive's ’s medical benefits for a period of six twelve (612) months following such termination, with Bank continuing to pay Executive's ’s share of premiums and associated costs as if Executive continued to be employed with the Bank; provided, however, that the Bank's ’s obligation to provide such coverage shall be terminated if the Executive is eligible to receive comparable substitute coverage from another employer at any time during such sixtwelve-month period. Executive agrees to advise the Bank immediately if such comparable substitute coverage is available from another employer. The Executive shall be entitled at the expiration of the sixtwelve-month period, to elect to continue coverage under the Bank's ’s medical benefit plans pursuant to the terms of COBRA. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive's ’s employment is terminated for any of the reasons delineated in Xxxxxxxxxxxxx X.0, X.0 or F.3 hereof or while grounds for termination under such Subparagraphs exist.

Termination by Bank Without Cause. Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the The Bank may at any time without Cause and for any reason immediately terminate the Executive’s employment during the Term of this Agreement and Without Cause. For purposes hereof, termination of employment “Without Cause” shall be any termination of the Executive's ’s employment which does not occur by virtue of the death of the Executive or pursuant to a Determination of Long Term Incapacity, by the Bank With Cause, or by action the Executive for Good Reason or for Other than Good Reason. If, during the Term of this Agreement, the Bank terminates the Executive’s employment Without Cause, the Bank will pay to the Executive in a lump sum within thirty (30) days after the Date of Termination an amount equal to any Accrued Obligations (provided, however, that if payment of any such amounts at such time would result in a prohibited acceleration under Section 409A of the BoardCode, then such amount shall be paid at the time the amount would otherwise have been paid under the applicable plan, policy, program or arrangement relating to such amount absent such prohibited acceleration). Upon such termination by In addition, provided the Bank all benefits Executive signs a release and waiver of claims in favor of the Bank, any Affiliated Company, and their respective officers and directors in a form provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph, or an Affiliated Company no later than the date of termination (the “Release”) and Executive shall be deemed to have resigned as a director, officer the Release has become effective and employee of irrevocable within thirty (30) days after the Bank and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank upon the delivery to the Bank by the Executive of a waiver and release in substantially the form of Attachment "A" to this Agreement, and Executive's compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of the Bank shall provide (i) the Executive Continuance Benefits on a lump sum equivalent to monthly basis for six (6) months' base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive's medical benefits for months and (ii) an annual Base Salary over a period of six (6) months following such termination, with Bank continuing to pay Executive's share payable in equal monthly installments from the Date of premiums and associated costs as if Executive continued to be employed with Termination at the Bank; provided, however, that the Bank's obligation to provide such coverage shall be terminated if the Executive is eligible to receive comparable substitute coverage from another employer highest annual Base Salary in effect at any time during such six-month periodthe Term. Notwithstanding the foregoing, the Executive agrees shall not be entitled to advise any further payment under this Section 4(e) or under Section 4(f) in the event the Bank immediately if or an Affiliated Company determines that the Executive has breached any of the covenants set forth in Section 5 and files an action to enforce the covenants or gives the Executive a notice that a claim is being initiated under Section 5(c) of this Agreement. Further, in such comparable substitute coverage is available from another employer. The a proceeding, the Bank or an Affiliated Company shall seek, and the Executive shall be entitled at liable to return to the expiration Bank or an Affiliated Company (as applicable), any payments made to the Executive under this Section 4 dating back to the date of the six-month period, to elect to continue coverage under the Bank's medical benefit plans pursuant to the terms of COBRA. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive's employment is terminated for any of the reasons delineated in Xxxxxxxxxxxxx X.0, X.0 or F.3 hereof or while grounds for termination under such Subparagraphs existoriginal breach.

Termination by Bank Without Cause. Notwithstanding anything to the contrary contained herein, it is agreed by the The parties hereto agree that the Bank may terminate this Agreement at any time without Cause cause, provided that the Bank provides the Executive with ninety (90) days prior written notice of such termination. During such ninety-day notice period, the Executive shall be expected to continue to fulfill his duties and for any reason immediately responsibilities under this Agreement, and he shall be entitled to his normal compensation and benefits as set forth in this Agreement. However, the Bank, at the sole discretion of the Board, may elect to waive such ninety-day notice period, and terminate this Agreement effective immediately, by paying the Executive a lump sum cash payment equivalent to the normal compensation and Executive's employment the value of the benefits, less withholdings required by law, which the Executive would have received had he remained employed for the remainder of such ninety-day notice period. In the event of termination under this subsection 9.2, and providing that the Executive first executes the Separation Agreement and Release of Claims which is attached to this Agreement as Exhibit A and which is incorporated herein by reference, the Bank by action agrees to pay to the Executive, as liquidated damages, the Executive’s salary for a twelve (12) month period, commencing on the final day of the Board. Upon such termination by afore-mentioned ninety-day notice period, payable in accordance with the Bank all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph, and Executive shall be deemed to have resigned as a director, officer and employee normal payroll procedures of the Bank Bank, less withholdings required by law. The Executive agrees that he will not be entitled to any such payments unless and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with until he executes and returns the Bankattached Separation Agreement and Release of Claims. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank upon the delivery to the Bank by under this subsection 9.2 within one (1) year of a Change in Control, as that term is defined in subsection 10.1 of this Agreement, the Executive shall be paid the benefits described in subsection 10.2 of a waiver and release in substantially the form of Attachment "A" to this Agreement, and Executive's compliance with not the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to six (6) months' base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive's medical benefits for a period of six (6) months following such termination, with Bank continuing to pay Executive's share of premiums and associated costs as if Executive continued to be employed with the Bank; provided, however, that the Bank's obligation to provide such coverage shall be terminated if the Executive is eligible to receive comparable substitute coverage from another employer at any time during such six-month period. Executive agrees to advise the Bank immediately if such comparable substitute coverage is available from another employer. The Executive shall be entitled at the expiration of the six-month period, to elect to continue coverage under the Bank's medical benefit plans pursuant to the terms of COBRA. Notwithstanding any provision to the contrary described in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive's employment is terminated for any of the reasons delineated in Xxxxxxxxxxxxx X.0, X.0 or F.3 hereof or while grounds for termination under such Subparagraphs existsubsection 9.2.

Termination by Bank Without Cause. Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank may at any time without Cause and for any reason immediately terminate this Agreement and Executive's employment by the Bank by action of the Board. Upon such termination by the Bank all benefits provided by the Bank hereunder to Executive shall thereupon cease, except as provided in this Subparagraph, and Executive shall be deemed to have resigned as a director, officer and employee of the Bank and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank. Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank upon the delivery to the Bank by the Executive of a waiver and release in substantially the form of Attachment "A" to this Agreement, and Executive's compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to six twelve (612) months' base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive's medical benefits for a period of six twelve (612) months following such termination, with Bank continuing to pay Executive's share of premiums and associated costs as if Executive continued to be employed with the Bank; provided, however, that the Bank's obligation to provide such coverage shall be terminated if the Executive is eligible to receive comparable substitute coverage from another employer at any time during such sixtwelve-month period. Executive agrees to advise the Bank immediately if such comparable substitute coverage is available from another employer. The Executive shall be entitled at the expiration of the sixtwelve-month period, to elect to continue coverage under the Bank's medical benefit plans pursuant to the terms of COBRA. Notwithstanding any provision to the contrary in this Subparagraph F.4, no severance benefits shall be payable to Executive hereunder if Executive's employment is terminated for any of the reasons delineated in Xxxxxxxxxxxxx X.0, X.0 or F.3 hereof or while grounds for termination under such Subparagraphs exist.