Termination of Employment or Service as a Director Sample Clauses

Termination of Employment or Service as a Director. Upon termination of the Optionee’s employment by or service as a director of the Corporation or any of its subsidiaries for Cause (as defined below), the Option may be exercised in whole or in part at any time or from time to time until and including the 30th day after such termination. If such employment or service as a director is terminated for any other reason, then the Option may be exercised in whole or in part at any time and from time to time during the remaining portion of the Option Term. Notwithstanding anything in this Agreement to the contrary, in no event may the Option be exercised following the Expiration Date. For purposes of this Section 6, the term “Cause” shall mean (1) an action or omission of the Optionee which constitutes a willful and material breach of, or a willful and material refusal (other than by reason of his disability or incapacity) to perform his duties which is not cured within fifteen (15) days after receipt by the Optionee of written notice of same, (2) fraud, embezzlement, misappropriation of funds or breach of trust in connection with his services to the Corporation, (3) conviction of a felony crime, or (4) gross negligence in connection with the performance of the Optionee’s duties which is not cured within fifteen (15) days after receipt by the Optionee of written notice of same.
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Termination of Employment or Service as a Director. (a) In the event that Optionee is no longer an employee and no longer a director of the Corporation or one of its subsidiaries for any reason, the Option shall terminate immediately; provided, however, that Optionee shall have the right, subject to the provisions of Section 4 hereof with respect to the maximum term of the Option, to exercise the Option, at any time within three (3) months from the day he or she ceases to be an employee and/or director to the extent that he or she was entitled to exercise the same immediately prior to such day, except as provided below. Whether an authorized leave of absence on military or government service or for other reasons shall constitute a termination of employment or service as a director for purposes of this Agreement shall be determined by the Board, and such determination of the Board shall be final and conclusive. (b) If Optionee shall retire, die or become disabled, the three (3) month period specified in Subsection 7(a) shall be five (5) years. If Optionee shall die within five (5) years from the date when he or she ceases to be a director, his or her estate, personal representative, or beneficiary shall have the right, subject to the provisions of Section 4 hereof, to exercise the Option until the expiration of such five (5) year period, to the extent that he or she was entitled to exercise the same immediately prior to death. [for options granted with installment schedules: (c) Notwithstanding the foregoing, if the employment of the Optionee and the service of the Optionee as a director is "Terminated or Modified", as defined below, as a result of an within 24 months of a Change of Control, as defined below, and if this Option is not fully vested at the time of such Termination or Modification, the remaining installments may vest immediately upon such Termination or Modification. For purposes of this paragraph, "Terminated or Modified" is defined as a change in the Optionee's service terms that results in a reduction of economic benefits to the Optionee from the Corporation, including but not limited to a reduction in compensation, and "Change of Control" is defined as a merger, acquisition or change of control that requires notice to or approval of State or Federal banking regulators.] 8.
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Termination of Employment or Service as a Director 
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Related to Termination of Employment or Service as a Director

  • Termination of Employment or Service If the Participant’s employment or service with the Company and its Affiliates terminates for any reason, all unvested RSUs shall be cancelled immediately and the Participant shall not be entitled to receive any payments with respect thereto.

  • Termination of Employment for Cause If Optionee’s employment with the Bancorp or a subsidiary corporation is terminated for cause, this option shall expire thirty (30) days from the date of such termination. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

  • Involuntary Termination of Employment If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason including termination due to disability of the Executive, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in an amount equal to: (i) the full Phantom Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Phantom Contributions.

  • Termination of Employment Due to Death or Disability If the Executive’s employment is terminated at any time due to his or her death or Disability, this Agreement shall terminate without further obligation by the Company to the Executive, other than the obligation to pay the Accrued Obligations to the Executive or his or her legal representatives.

  • Voluntary Termination of Employment If during the Employment Term, Executive terminates his employment under circumstances other than those specified elsewhere in this Section 8, Executive shall be entitled to the payments and benefits specified in Section 8(a).

  • Termination of Employment Without Cause At any time during the Term of Employment under this Agreement, either Arrow or the Bank may effect, pursuant to this Paragraph 7(b), and in accordance with the requirements set forth in Paragraph 11(gg) below, a Termination of Employment of Executive without Cause, provided, however, that any attempt to do so under circumstances that would also qualify such Termination of Employment as a Termination of Employment of Executive without Cause under Paragraph 6(a) of this Agreement, that is, as a Termination of Employment of Executive without Cause following a Change in Control that meets the conditions set forth in Paragraph 6(a), will be deemed a Termination of Employment of Executive without Cause under Paragraph 6(a), and not a Termination of Employment of Executive without Cause under this Paragraph 7(b). In the event of a Termination of Employment of Executive without Cause under this Paragraph 7(b), on the effective date of such Termination of Employment, and subject to the satisfaction of the conditions specified below in Section 8, Arrow or the Bank shall pay to the Executive, and the Executive shall be entitled to receive, one (1) lump sum payment in a dollar amount equal to the greater of (i) the total amount of Base Salary payments which would have been payable to the Executive during the period extending from such effective date until the normal expiration date of Employment under this Agreement as in effect at such time, had there been no early Termination of Employment of Executive without Cause (and assuming the Executive otherwise would have remained employed throughout such period and that his Base Salary would have remained unchanged throughout such period), or (ii) an amount equal to one hundred percent (100%) of the current Base Salary of the Executive on the effective date of such Termination of Employment.

  • Termination of Employment Executive's employment hereunder may be terminated under the following circumstances:

  • Cessation of Employment In the event Executive shall cease to be employed by the Company for any reason, then Executive's compensation and benefits shall cease on the date of such event, except as otherwise provided herein or in any applicable employee benefit plan or program.

  • Termination of Employment Due to Death The Officer’s employment with the Bank shall terminate, automatically and without any further action on the part of any party to this Agreement, on the date of the Officer’s death. In such event, the Bank shall pay and deliver to his estate and surviving dependents and beneficiaries, as applicable, the Standard Termination Entitlements.

  • Termination of Employment by Death The Employee's Employment will terminate automatically at the time of his death. If the Employee's Employment terminates by reason of the Employee's death, the Company will pay to the Person the Employee has designated in a written notice delivered to the Company as his beneficiary entitled to that payment, if any, or to the Employee's estate, as applicable, in a cash lump sum within 30 days after the Termination Date, the amount equal to the sum of (i) the portion of the Base Salary through the end of the month in which the Termination Date occurs which has not yet been paid, (ii) all compensation the Employee has previously deferred (together with any accrued interest or earnings thereon) which has not yet been paid, (iii) any accrued but unpaid vacation pay (if the Employee dies while on Active Status) and (iv) (A) if the Employee dies while on Active Status or during the Part-time Employment Period (other than during the last 12 months of the Part-time Employment Period), an amount equal to the Base Salary being paid for the Compensation Year in which he dies or (B) if the Employee dies during the last 12 months of the Part-time Employment Period, the product of (1) one-twelfth of the Base Salary being paid for the Compensation Year in which the Employee dies multiplied by (2) the number of whole and partial calendar months in the period beginning with the first calendar month after the calendar month in which he dies and ending with the last calendar month in which the Termination Date would have occurred if the Employee's Employment were to have continued to the end of the Part-time Employment Period. For purposes of this Section 5(d), if the anniversary of the Effective Date in the Compensation Year in which the Employee dies has not occurred on or before the Termination Date, the Base Salary for that Compensation Year will be calculated on the assumption that no increase in the amount thereof would be made effective as of that anniversary pursuant to Section 4(a) or 5(e)(i), as applicable.

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