Common use of Termination Notice and Procedure Clause in Contracts

Termination Notice and Procedure. Any termination by the Bank or Executive of Executive’s employment during the two years immediately following a Change of Control will be communicated by written Notice of Termination to Executive if such Notice of Termination is delivered by the Bank and to the Bank if such Notice of Termination is delivered by Executive, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank will be in writing signed by the Chairman of the Board of the Bank. If the Bank furnishes Executive with a Notice of Termination or if Executive furnishes the Bank with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Bank in good faith furnishes Executive with a Notice of Termination for Cause and Executive in good faith notifies the Bank that a dispute exists concerning such termination within the 15-day period following Executive’s receipt of such notice, Executive may elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of Executive’s termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s death or permanent disability; or (ii) Cause did not exist, Executive’s employment will continue as if the Bank had not delivered its Notice of Termination and there will be no termination arising out of such notice. If Executive in good faith furnishes a Notice of Termination for Good Reason and the Bank notifies Executive that a dispute exists concerning the termination within the 15-day period following the Bank’s receipt of such notice, Executive may elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s death or permanent disability; or (ii) Good Reason did not exist, Executive’s employment will continue after such determination as if Executive had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s salary, bonus and Fringe Benefits prior to such determination will be no less than Executive’s salary, bonus and benefits immediately prior to the Change of Control which gives rise to Executive’s right to receive Termination Benefits as provided in this Agreement. If Executive does not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by Executive, Executive will be deemed to have voluntarily terminated Executive’s employment other than for Good Reason and if delivered by the Bank, the Bank will be deemed to have terminated Executive without Cause.

Termination Notice and Procedure. Any termination by the Bank inTEST or Executive you of Executive’s your employment during the two years immediately following a Change of Control will be communicated by written Notice of Termination to Executive you if such Notice of Termination is delivered by the Bank inTEST and to the Bank inTEST if such Notice of Termination is delivered by Executiveyou, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank inTEST will be in writing signed by the Chairman of the Board of the BankinTEST. If the Bank inTEST furnishes Executive you with a Notice of Termination or if Executive furnishes the Bank you furnish inTEST with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s your termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Bank inTEST in good faith furnishes Executive you with a Notice of Termination for Cause and Executive you in good faith notifies the Bank notify inTEST that a dispute exists concerning such termination within the 15-day period following Executive’s your receipt of such notice, Executive you may elect to continue Executive’s your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of Executive’s your termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s your death or permanent disability; or (ii) Cause did not exist, Executive’s your employment will continue as if the Bank inTEST had not delivered its Notice of Termination and there will be no termination arising out of such notice. If Executive you in good faith furnishes furnish a Notice of Termination for Good Reason and the Bank inTEST notifies Executive you that a dispute exists concerning the termination within the 15-day period following the Bank’s inTEST's receipt of such notice, Executive you may elect to continue Executive’s your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s your date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s your death or permanent disability; or (ii) Good Reason did not exist, Executive’s your employment will continue after such determination as if Executive you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s your salary, bonus Variable Component and Fringe Benefits prior to such determination will be no less than Executive’s your salary, bonus Variable Component and benefits immediately prior to the Change of Control which gives rise to Executive’s your right to receive Termination Benefits as provided in this Agreement. If Executive does you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by Executiveyou, Executive you will be deemed to have voluntarily terminated Executive’s your employment other than for Good Reason and if delivered by the BankinTEST, the Bank inTEST will be deemed to have terminated Executive you without Cause.

Termination Notice and Procedure. Any termination by the Bank inTEST or Executive you of Executive’s your employment during the two years immediately following a Change of Control will be communicated by written Notice of Termination to Executive you if such Notice of Termination is delivered by the Bank inTEST and to the Bank inTEST if such Notice of Termination is delivered by Executiveyou, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank inTEST will be in writing signed by the Chairman of the Board of the BankinTEST. If the Bank inTEST furnishes Executive you with a Notice of Termination or if Executive furnishes the Bank you furnish inTEST with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s your termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Bank inTEST in good faith furnishes Executive you with a Notice of Termination for Cause and Executive you in good faith notifies the Bank notify inTEST that a dispute exists concerning such termination within the 15-day period following Executive’s your receipt of such notice, Executive you may elect to continue Executive’s your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of Executive’s your termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s your death or permanent disability; or (ii) Cause did not exist, Executive’s your employment will continue as if the Bank inTEST had not delivered its Notice of Termination and there will be no termination arising out of such notice. If Executive you in good faith furnishes furnish a Notice of Termination for Good Reason and the Bank inTEST notifies Executive you that a dispute exists concerning the termination within the 15-day period following the Bank’s inTEST's receipt of such notice, Executive you may elect to continue Executive’s your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s your date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s your death or permanent disability; or (ii) Good Reason did not exist, Executive’s your employment will continue after such determination as if Executive you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s your salary, bonus and Fringe Benefits prior to such determination will be no less than Executive’s your salary, bonus and benefits immediately prior to the Change of Control which gives rise to Executive’s your right to receive Termination Benefits as provided in this Agreement. If Executive does you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by Executiveyou, Executive you will be deemed to have voluntarily terminated Executive’s your employment other than for Good Reason and if delivered by the BankinTEST, the Bank inTEST will be deemed to have terminated Executive you without Cause.

Termination Notice and Procedure. Any termination by the Bank Company or Executive you of Executive’s your employment during the two years immediately following a Change of Control will be communicated by written Notice of Termination to Executive you if such Notice of Termination is delivered by the Bank Company and to the Bank Company if such Notice of Termination is delivered by Executiveyou, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank Company will be in writing signed by the Chairman of the Board of the BankCompany. If the Bank Company furnishes Executive you with a Notice of Termination or if Executive furnishes you furnish the Bank Company with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s your termination will be the date such Notice of Termination is deemed given pursuant to Section 11 of this Agreement. If the Bank Company in good faith furnishes Executive you with a Notice of Termination for Cause and Executive you in good faith notifies notify the Bank Company that a dispute exists concerning such termination within the 15-day period following Executive’s your receipt of such notice, Executive you may elect to continue Executive’s your employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of Executive’s your termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s your death or permanent disability; or (ii) Cause did not exist, Executive’s your employment will continue as if the Bank Company had not delivered its Notice of Termination and there will be no termination arising out of such notice. If Executive you in good faith furnishes furnish a Notice of Termination for Good Reason and the Bank Company notifies Executive you that a dispute exists concerning the termination within the 15-day period following the Bank’s Company's receipt of such notice, Executive you may elect to continue Executive’s your employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s your date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s your death or permanent disability; or (ii) Good Reason did not exist, Executive’s your employment will continue after such determination as if Executive you had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s your salary, bonus and Fringe Benefits prior to such determination will be no less than Executive’s your salary, bonus and benefits immediately prior to the Change of Control which gives rise to Executive’s your right to receive Termination Benefits as provided in this Agreement. If Executive does you do not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by Executiveyou, Executive you will be deemed to have voluntarily terminated Executive’s your employment other than for Good Reason and if delivered by the BankCompany, the Bank Company will be deemed to have terminated Executive you without Cause.

Termination Notice and Procedure. Any termination by the Bank or Executive of Executive’s employment during the two years immediately following a Change of Control will be communicated by written Notice of Termination to Executive if such Notice of Termination is delivered by the Bank and to the Bank if such Notice of Termination is delivered by Executive, all in accordance with the following procedures: The Notice of Termination will indicate the specific termination provision in this Agreement relied upon, if applicable, and will set forth in reasonable detail the facts and circumstances alleged to provide a basis for such termination. Any Notice of Termination by the Bank will be in writing signed by the Chairman of the Board of the Bank. The Executive must provide Notice of Termination for Good Reason to the Bank within 90 days of the initial existence of the condition, upon the Notice of which, the Bank will have 30 days during which it may remedy the condition. If the Bank furnishes Executive with a Notice of Termination or if Executive furnishes the Bank with a Notice of Termination, and no good faith dispute exists regarding such termination, then the date of Executive’s termination will be the date such Notice of Termination is deemed given pursuant to Section 11 14 of this Agreement. If the Bank in good faith furnishes Executive with a Notice of Termination for Cause and Executive in good faith notifies the Bank that a dispute exists concerning such termination within the 15-day period following Executive’s receipt of such notice, Executive may elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Cause did exist, the date of Executive’s termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s death or permanent disability; or (ii) Cause did not exist, Executive’s employment will continue as if the Bank had not delivered its Notice of Termination and there will be no termination arising out of such notice. If Executive in good faith furnishes a Notice of Termination for Good Reason and the Bank notifies Executive that a dispute exists concerning the termination within the 15-day period following the Bank’s receipt of such notice, Executive may elect to continue Executive’s employment during such dispute. If it is thereafter determined that (i) Good Reason did exist, Executive’s date of termination will be the earlier of (A) the date on which the dispute is finally determined or (B) the date of Executive’s death or permanent disability; or (ii) Good Reason did not exist, Executive’s employment will continue after such determination as if Executive had not delivered the Notice of Termination asserting Good Reason. If Good Reason is determined to exist, Executive’s salary, bonus and Fringe Benefits prior to such determination will be no less than Executive’s salary, bonus and benefits immediately prior to the Change of Control which gives rise to Executive’s right to receive Termination Benefits as provided in this Agreement. If Executive does not elect to continue employment pending resolution of a dispute regarding a Notice of Termination, and it is finally determined that the reason for termination set forth in such Notice of Termination did not exist, if such notice was delivered by Executive, Executive will be deemed to have voluntarily terminated Executive’s employment other than for Good Reason and if delivered by the Bank, the Bank will be deemed to have terminated Executive without Cause.