Common use of Termination and Severance Clause in Contracts

Termination and Severance. (a) Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreement): (i) the close of business on the last day of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has elected not to extend the Employment Period in accordance with the proviso contained in Section 6; (ii) the Executive's death; (iii) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined below); (iv) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder for Cause (as defined below); (v) the close of business which is 90 days after the date on which Executive delivered to the Company a written notice of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below); (vi) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or (vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or (viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction"). (b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent physical or mental impairment which, in the judgment of an independent medical physician, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term "Cause" shall mean (i) the willful and continuing failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from illness) under this Agreement, provided that, solely with respect to any act or omission by Executive which remains curable without significant out-of-pocket cost to the Company, "Cause" shall not be deemed to exist under this clause (i) unless Executive has been provided by the Company with at least thirty (30) days prior written notice of the Company's intention to terminate Executive's employment hereunder for Cause and Executive has not cured or corrected such performance defaults within such thirty-day period, or (ii) the willful and continuing failure by Executive to perform Executive's obligations under Section 9 hereunder, or (iii) the indictment of Executive for theft, embezzlement or other felony crimes against the Company. For purposes of the foregoing definition of "Cause," no act, or failure to act, shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing or any other provision hereof, Executive shall not be deemed to have been terminated for Cause unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company at a meeting of the Board of Directors of the Company called and held for such purpose (after reasonable notice to Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the reasonable and good faith opinion of the Board of Directors of the Company, Executive was guilty of conduct set forth above and specifying the particulars thereof in reasonable detail. For purposes of this Agreement, "Good Reason" shall mean (i) the willful and continuing failure by the Company substantially to perform its obligations under this Agreement; provided that, solely with respect to any act or omission by the Company which remains curable without significant out-of-pocket cost to the Executive, "Good Reason" shall not be deemed to exist under this clause (i) unless the Company has been provided by the Executive with at least thirty (30) days prior written notice of the Executive's intention to terminate Executive's employment hereunder for Good Reason and the Company has not cured or corrected such performance defaults within such thirty-day period, or (ii) any material alteration or diminution in Executive's responsibilities to the Company as its chief financial officer under this Agreement (other than changes required by applicable federal or state laws), or (iii) the Executive's compensation or employment related benefits (other than with respect to any bonus) are in the aggregate reduced in any material respect, or (iv) the Executive's place of employment is moved to a location more than 20 miles from the current Norfolk location without the Executive's consent.

Termination and Severance. (a) Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreementbelow): (i) the close of business on the last day of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has not elected not to extend the Employment Period in accordance with the proviso contained in Section 6; (ii) the Executive's death; (iii) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined below); (iv) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder for Cause (as defined below)) ; (v) the close of business which is 90 days after the date on which Executive delivered to the Company a written notice of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below); (vi) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or (vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or (viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction"). (b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent an illness or other physical or mental impairment which, in the judgment of an independent medical physicianthe Board of Directors of the Company, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term "Cause" shall mean (i) the willful and continuing failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from illnessDisability) under this Agreement, provided that, -------- solely with respect to any act or omission by Executive which remains curable without significant out-of-pocket cost to the Company, "Cause" shall not be deemed to exist under this clause (i) unless Executive has been provided by the Company with at least thirty (30) days prior written notice to Executive of the Company's intention to terminate Executive's employment hereunder for Cause and Executive has not cured or corrected such performance defaults within such thirty-day period, or (ii) the willful and continuing failure by Executive to perform Executive's obligations under Section 9 hereunder, or (iii) the indictment commission by Executive of Executive for theft, embezzlement or other felony or misdemeanor crimes against the Company. For purposes of the foregoing definition of "Cause," no act, or failure to act, shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing or any other provision hereof, Executive shall not be deemed to have been terminated for Cause unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company at a meeting of the Board of Directors of the Company called and held for such purpose (after reasonable notice to Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the reasonable and good faith opinion of the Board of Directors of the Company, Executive was guilty of conduct set forth above and specifying the particulars thereof in reasonable detail. For purposes of this Agreement, "Good Reason" shall mean (i) the willful and continuing failure by the Company substantially to perform its obligations under this Agreement; , provided that, solely with respect to any act -------- or omission by the Company which remains curable without significant out-of-pocket cost to the Executive, "Good Reason" shall not be deemed to exist under this clause (i) unless the Company has been provided by the Executive with at least thirty (30) days prior written notice to the Company of the Executive's intention to terminate Executive's employment hereunder for Good Reason and the Company has not cured or corrected such performance defaults within such thirty-thirty- day period, or (ii) any material alteration or diminution in Executive's responsibilities to the Company as its chief financial officer under this Agreement or as delegated to Executive by the Company's Board of Directors in accordance with the Company's Bylaws (other than changes required as a result of a reasonable and good faith determination by applicable federal the Board of Directors of the Company that such alteration or state laws), or (iii) the Executive's compensation or employment related benefits (other than with respect to any bonus) are diminution is in the aggregate reduced in any material respect, or (iv) best interest of the Executive's place of employment is moved to a location more than 20 miles from the current Norfolk location without the Executive's consentCompany).

Termination and Severance. If Executive's employment is terminated by the Bank without Cause, or by Executive for Good Reason, during the period commencing on the ninetieth (90th) calendar day prior to a Change in Control and ending on the first anniversary of the Change in Control, and such termination constitutes a "separation from service" with the Bank (as such term is defined in the regulations issued under Section 409A of the Code) (a "Severance Termination"), Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Bank, the following: (a) Notwithstanding anything Executive's fully earned but unpaid base salary, paid by the Bank when due, through the date of termination at the rate then in effect, together with all other amounts and benefits to which Executive is entitled under any benefit plan or practice of the Bank (other than the Corporate Officer Severance Policy and any other severance policy) at the time of termination; (b) severance pay in an amount equal to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreement):sum of: (i) two (2) times Executive's annual base salary as in effect immediately prior to the close date of business on termination, without giving effect to any reductions thereto which constitute Good Reason, paid in a lump sum as soon as administratively practicable but in any event no later than sixty (60) calendar days following the last day date of termination (or, in the event the date of termination precedes the consummation of a Change in Control and payment is not administratively practicable by the foregoing date because it is not yet known whether a Change in Control will occur within ninety (90) calendar days following the date of termination, such amount shall be paid as soon as administratively practicable but in any event no later than sixty (60) calendar days following the consummation of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has elected not to extend the Employment Period Change in accordance with the proviso contained in Section 6;Control); plus (ii) an amount equal to two (2) times the Executive's death; Annual Incentive Amount, payable in a lump sum as soon as administratively practicable but in any event no later than sixty (iii60) delivery calendar days following the date of termination (or, in the event the date of termination precedes the consummation of a Change in Control and payment is not administratively practicable by the Company to Executive foregoing date because it is not yet known whether a Change in Control will occur within ninety (90) calendar days following the date of a written notice termination, such amounts shall be paid as soon as administratively practicable but in any event no later sixty (60) calendar days following the consummation of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined belowChange in Control); (ivc) delivery by For the Company to Executive period beginning on the date of a written notice termination and ending on the one hundred eightieth (180th) calendar day following the first anniversary of the Company's election to terminate Executive's employment hereunder for Cause date of termination (as defined below); (v) the close of business which is 90 days after or, if earlier, the date on which Executive delivered accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Bank shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the Company a written notice date of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below);termination; and (vid) delivery executive-level outplacement services at the Bank's expense, not to exceed $25,000 provided by a firm selected by Executive from a list compiled by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or (vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or (viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction")Bank. (b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent physical or mental impairment which, in the judgment of an independent medical physician, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term "Cause" shall mean (i) the willful and continuing failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from illness) under this Agreement, provided that, solely with respect to any act or omission by Executive which remains curable without significant out-of-pocket cost to the Company, "Cause" shall not be deemed to exist under this clause (i) unless Executive has been provided by the Company with at least thirty (30) days prior written notice of the Company's intention to terminate Executive's employment hereunder for Cause and Executive has not cured or corrected such performance defaults within such thirty-day period, or (ii) the willful and continuing failure by Executive to perform Executive's obligations under Section 9 hereunder, or (iii) the indictment of Executive for theft, embezzlement or other felony crimes against the Company. For purposes of the foregoing definition of "Cause," no act, or failure to act, shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing or any other provision hereof, Executive shall not be deemed to have been terminated for Cause unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company at a meeting of the Board of Directors of the Company called and held for such purpose (after reasonable notice to Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the reasonable and good faith opinion of the Board of Directors of the Company, Executive was guilty of conduct set forth above and specifying the particulars thereof in reasonable detail. For purposes of this Agreement, "Good Reason" shall mean (i) the willful and continuing failure by the Company substantially to perform its obligations under this Agreement; provided that, solely with respect to any act or omission by the Company which remains curable without significant out-of-pocket cost to the Executive, "Good Reason" shall not be deemed to exist under this clause (i) unless the Company has been provided by the Executive with at least thirty (30) days prior written notice of the Executive's intention to terminate Executive's employment hereunder for Good Reason and the Company has not cured or corrected such performance defaults within such thirty-day period, or (ii) any material alteration or diminution in Executive's responsibilities to the Company as its chief financial officer under this Agreement (other than changes required by applicable federal or state laws), or (iii) the Executive's compensation or employment related benefits (other than with respect to any bonus) are in the aggregate reduced in any material respect, or (iv) the Executive's place of employment is moved to a location more than 20 miles from the current Norfolk location without the Executive's consent.

Termination and Severance. (a) Notwithstanding anything to the contrary contained herein, the Employment Period shall terminate upon the earliest to occur of the following (which may occur at any time as provided below and none of which are deemed to be breaches of any covenants or agreements under this Agreement): (i) the close of business on the last day of the then-existing Employment Period (as such Employment Period may be extended from time to time pursuant to Section 6) where either the Company or the Executive has elected not to extend the Employment Period in accordance with the proviso contained in Section 6; (ii) the Executive's death; (iii) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder because of Executive's Disability (as defined below); (iv) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder for Cause (as defined below); (v) the close of business which is 90 days after the date on which Executive delivered to the Company a written notice of Executive's election to terminate Executive's employment hereunder and such termination is not for Good Reason (as defined below); (vi) delivery by the Company to Executive of a written notice of the Company's election to terminate Executive's employment hereunder and such termination is not for Cause or as a result of Executive's death or Disability; or (vii) delivery by Executive to the Company of a written notice of Executive's election to terminate Executive's employment hereunder following a Value Transaction (as defined below) and such termination is for Good Reason; or (viii) the earlier to occur, as applicable, of (x) one day following any one or more Transactions resulting in either a sale of all or substantially all of the assets or capital stock of the Company (whether by merger or otherwise), and (y) any effective date of any plan of reorganization of the Company under chapter 11 of title 11 of the United States Code (the earlier of the foregoing, a "Value Transaction"). (b) For purposes of this Agreement, "Disability" shall mean that Executive suffers from a permanent physical or mental impairment which, in the judgment of an independent medical physician, even with reasonable accommodations prevents Executive from substantially performing his duties hereunder for a period of one-hundred eighty (180) consecutive days. For the purposes of this Agreement, the term "Cause" shall mean (i) the willful and continuing failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from illness) under this Agreement, provided that, solely with respect to any act or omission by Executive which remains curable without significant out-of-pocket cost to the Company, "Cause" shall not be deemed to exist under this clause (i) unless Executive has been provided by the Company with at least thirty (30) days prior written notice of the Company's intention to terminate Executive's employment hereunder for Cause and Executive has not cured or corrected such performance defaults within such thirty-day period, or (ii) the willful and continuing failure by Executive to perform Executive's obligations under Section 9 hereunder, or (iii) the indictment of Executive for theft, embezzlement or other felony crimes against the Company. For purposes of the foregoing definition of "Cause," no act, or failure to act, shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Company. Notwithstanding the foregoing or any other provision hereof, Executive shall not be deemed to have been terminated for Cause unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Company at a meeting of the Board of Directors of the Company called and held for such purpose (after reasonable notice to Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that, in the reasonable and good faith opinion of the Board of Directors of the Company, Executive was guilty of conduct set forth above and specifying the particulars thereof in reasonable detail. For purposes of this Agreement, "Good Reason" shall mean (i) the willful and continuing failure by the Company substantially to perform its obligations under this Agreement; provided that, solely with respect to any act or omission by the Company which remains curable without significant out-of-pocket cost to the Executive, "Good Reason" shall not be deemed to exist under this clause (i) unless the Company has been provided by the Executive with at least thirty (30) days prior written notice of the Executive's intention to terminate Executive's employment hereunder for Good Reason and the Company has not cured or corrected such performance defaults within such thirty-day period, or (ii) any material alteration or diminution in Executive's responsibilities to the Company as its chief financial executive officer under this Agreement (other than changes required by applicable federal or state laws), or (iii) the Executive's compensation or employment related benefits (other than with respect to any bonus) are in the aggregate reduced in any material respect, or (iv) the Executive's place of employment is moved to a location more than 20 miles from the current Norfolk location without the Executive's consent.