Involuntary Termination Not for Cause. If the Bank terminates Executive’s employment without Cause during the term of this Agreement (including by layoff, reduction in force, or reorganization), Executive will be entitled to the following payments and benefits, provided that Executive signs a release of any and all legal claims against the Bank in a form reasonably acceptable to the Bank and such release becomes effective:
Involuntary Termination Not for Cause. If Executive’s employment with the Company terminates other than for Cause (as defined herein), and Executive signs and does not revoke the Company’s severance and release agreement no later than sixty (60) days following the termination date (such deadline, the “Release Deadline”), then, subject to Section 9, Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to her Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies or in one lump sum payment at the discretion of the Company; (ii) payment of any Bonus amount earned (pro-rated to reflect the date of termination) pursuant to Section 3(b) of this Agreement; and (iii) a number of the shares of common stock subject to the RSPA (and any other outstanding stock options then held by Executive) that would have vested had Executive remained employed by the Company for six (6) months following the date of termination shall automatically vest and become exercisable.”
Involuntary Termination Not for Cause. Termination If the Employee's employment is terminated as a result of Involuntary Termination (whether such termination is initiated by the Company or by the Employee), or as a result of termination other than for Cause, then the Employee shall receive the following severance benefits from the Company:
Involuntary Termination Not for Cause. If Executive’s employment with the Company terminates other than for Cause (as defined herein), and Executive signs and does not revoke the Company’s severance and release agreement, then, subject to Section 9, Executive shall be entitled to receive: (i) continuing payments of severance pay (less applicable withholding taxes) at a rate equal to her Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies or in one lump sum payment at the discretion of the Company; (ii) payment of any Bonus amount earned (pro-rated to reflect the date of termination) pursuant to Section 3(b) of this Agreement; and (iii) a number of the shares of common stock subject to the RSPA (and any other outstanding stock options then held by Executive) that would have vested had Executive remained employed by the Company for six (6) months following the date of termination shall automatically vest and become exercisable.
Involuntary Termination Not for Cause. In the event the Grantee’s employment with the Company is terminated by the Company not for Cause (as defined below), the restrictions contained in paragraph (d) above and the Restricted Period shall terminate immediately with respect to the number of Shares, if any, that would have vested in accordance with the schedule set forth in paragraph (c) above as if the Grantee’s employment had continued for an additional twelve (12) months. Any remaining unvested shares will be immediately forfeited as set forth in paragraph (d) above. “Cause” shall mean (i) conviction of the Grantee of a felony involving moral turpitude or dishonesty; (ii) the Grantee, in carrying out his or her duties for the Company, has been guilty of (A) gross neglect or (B) willful misconduct; provided, however, that any act or failure to act by the Grantee shall not constitute Cause for this purpose if such act or failure to act was committed, or omitted, by the Grantee in good faith and in a manner reasonably believed to be in the overall best interests of the Company; (iii) the Grantee’s continued willful refusal to obey any appropriate policy or requirement duly adopted by the Company and the continuance of such refusal after receipt of notice; or (iv) Grantee’s sustained failure to perform the essential duties of Grantee’s role after receipt of notice. The determination of whether the Grantee acted in good faith and that he or she reasonably believed his or her action to be in the Company’s overall best interest will be in the reasonable judgment of the General Counsel of the Company or, if the General Counsel shall have an actual or potential conflict of interest, the Committee.
Involuntary Termination Not for Cause. Upon involuntary termination of the Holder’s employment by his or her employer not for cause (and other than due to the Holder’s death or disability), the Restricted Stock Units shall continue to vest in the manner provided for in the Holder’s terms and conditions (and any Restricted Stock Units that are unvested after giving effect to such termination will continue to terminate for no value as of the date of the Holder’s termination of employment as provided for in the terms and conditions). Vested Restricted Stock Units will be paid as soon as administratively practical (and in all events within 90 days) following the date of the Holder’s Separation from Service if the Separation from Service occurs prior to any other applicable payment event otherwise provided for in the terms and conditions as amended by this Amendment. For purposes of the terms and conditions, a “Separation from Service” means the Holder’s “separation from service” with the Company as that term is used for purposes of Section 409A. Notwithstanding the foregoing provisions, if at the time of the Holder’s involuntary termination, the Holder is eligible for Retirement, the Retirement vesting and payment provisions in Section 8.2 of the terms and conditions will apply to that Holder instead of the vesting and payment provisions for an involuntary termination of the Holder’s employment by his or her employer not for cause.
Involuntary Termination Not for Cause. If Executive’s employment with the Company terminates other than voluntarily, without Good Reason (as defined herein) or for Cause (as defined herein), and Executive signs and does not revoke the Company’s severance and release agreement, then, subject to paragraph 11 of this Agreement, Executive shall be entitled to continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company’s normal payroll policies; and (ii) any unvested portion of the Option shall immediately vest and become exercisable.
Involuntary Termination Not for Cause. In the event of a Change of Control, if Executive's employment with the Company terminates within two years of the Change of Control, other than voluntarily not for "Good Reason" (as defined herein) or for "Cause" (as defined herein), and Executive signs and does not revoke the Company's severance and release agreement, then, subject to Section 11, Executive shall be entitled to receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his Base Salary rate, as then in effect, for a period of six (6) months from the date of such termination, to be paid periodically in accordance with the Company's normal payroll policies; and (ii) one-half (1/2) any unvested portion of the Option shall immediately vest and become exercisable.
Involuntary Termination Not for Cause. The Board may terminate the Employee's employment at any time by written notice, but any termination by the Board, other than termination for Cause, shall not prejudice the Employee's right to compensation or other benefits under the Agreement. If the employment of the Employee is Involuntarily Terminated, other than for Cause, the Employee shall be entitled to receive, (1) his Base Salary for the then-remaining term of the Agreement as determined in accordance with Section 4 hereof, or for a period of twelve months, whichever is greater, payable in such manner and at such times as Base Salary would have been payable to the Employee under Section 2(a) had he remained in the Company's employ; (2) his then existing executive officer bonus plan; (3) his then-current health and life insurance benefits under all Company-sponsored plans for the remaining term of the Agreement as calculated in accordance with Section 4 hereof or, if greater, twelve months; (4) all Stock Options granted in Section 2(c) fully vested and executory notwithstanding the vesting schedule provided in Section 2(c); and (5) all benefits granted pursuant to Section 3(a) of this Agreement fully vested and executory.
Involuntary Termination Not for Cause. If the Employee's employment is involuntarily terminated after the First Service Period but before before March 31, 2020, and it is not "for cause," then the second service based vesting requirement shall be satisfied as of the Employee's termination date for the prorated number of "earned" Incentive Stock Rights, calculated as the total number of "earned" Incentive Stock Rights multiplied by a ratio with the numerator equal to the number of full calendar months (not to exceed 36) from the start of the First Service Period through the Employee's termination date, and the denominator of which is 36. If the Employee's employment is involuntarily terminated during the First Service Period the Employee shall not be entitled at any Incentive Stock Rights.
