Common use of Termination by Employee without Good Reason Clause in Contracts

Termination by Employee without Good Reason. If Employee’s employment is terminated by Employee voluntarily without Good Reason, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay, (ii) Final Expenses; (iii) Employee’s Unpaid Bonus, payment of which shall be made at the same time as any such bonus is paid to other similarly situated executives of the Company; and (iv) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory to the Company) containing, among other things, a general release of claims against the Company and(b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. For purposes of this Section 2.2, “Severance Payment” means payment of 50 percent (50%) of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable for one (1) year following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the one-year period following Employee’s termination of employment, and Employee agrees to reimburse the Company for the amount of such reduction. Employee acknowledges and agrees that he/she has an obligation to use his/her reasonable efforts to secure other employment following his/her termination of employment from the Company and that his/her failure to do so, as determined at the sole discretion of the Company, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.2, vesting of any Company stock options and restricted stock granted to Employee ceases on the date of termination, and any unvested stock options and restricted stock lapse and are forfeited immediately upon termination.

Termination by Employee without Good Reason. If Employee’s employment is This Agreement may be terminated by Employee voluntarily without Good Reason, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay, (ii) Final Expenses; (iii) Reason at Employee’s Unpaid Bonussole discretion by giving ninety (90) days written Notice of Resignation to the Bank. If Employee terminates his/her employment pursuant to this Section 7.03, payment of which shall be made at the same time as any such bonus is paid and subject to other similarly situated executives of the Company; and (iv) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution continued satisfactory performance of a written release agreement (in a form satisfactory such tasks and duties that may be assigned to Employee through the Separation Date, and Employee’s continued loyalty to the Company) containing, among other things, a general release of claims against Bank through the Company and(b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. For purposes of this Section 2.2, “Severance Payment” means payment of 50 percent Separation Date (50%) of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable for one (1) year following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by the value of any compensation (includingwhich includes, but is not limited to, refraining from any announcements by Employee or any outside third party, operating under the value direction of any cash compensationEmployee, to anyone inside or outside the Bank that the Employee is leaving the Bank), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation or equity-based compensationplan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, valued the Bank may, at its option, at any time after Employee gives written Notice of Resignation as herein provided, pay Employee’s accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of Resignation, and thereupon immediately release and terminate Employee’s employment. Notwithstanding the sole discretion of foregoing, if the Company) received by Employee from another employer or service recipient Bank determines at any time during the one90-year day notice period following Employee’s termination of employment, and that Employee agrees to reimburse materially breaches the Company for obligations imposed by the amount of such reduction. Employee acknowledges and agrees that he/she has an obligation to use his/her reasonable efforts to secure other employment following his/her termination of employment from the Company and that his/her failure to do so, as determined at the sole discretion of the Company, is a breach provisions of this Agreement subject to Section 8.67.03 and Part VIII of this Agreement, below. Furthermorethe Bank may shorten the notice period and accelerate the Separation Date, under this Section 2.2, vesting of any Company stock options and restricted stock granted thereby reducing the compensation otherwise payable to Employee ceases on the date of termination, and any unvested stock options and restricted stock lapse and are forfeited immediately upon terminationpursuant to this Section.

Termination by Employee without Good Reason. If Employee’s employment hereunder is terminated during the Employment Period by Employee voluntarily without Good ReasonReason (other than on account of his death or Disability), then Employee shall have no further rights against be entitled to only the Company hereunder, except for the right to receive following: (i) Final Pay, Accrued Obligations; (ii) Final Expenses; any earned but unpaid Annual Bonus, if any, attributable to full fiscal years completed prior to the Date of Termination, to be paid at the same time that such bonus would have been paid pursuant to the terms of this Agreement; (iii) Employee’s Unpaid any earned but unpaid Quarterly Bonus, payment if any, attributable to any full fiscal quarter completed prior to the Date of which shall Termination, to be made paid at the same time as any such bonus is would have been paid pursuant to other similarly situated executives the terms of the Company; and this Agreement; (iv) a Severance Payment Employee’s Equity Grant RSUs shall be settled on the three (defined below3) year anniversary of the Effective Date; and (v) Solely in the event of Employee’s voluntary termination of his employment during the Employment Period without Good Reason (other than on account of his death or Disability), the payment of which is contingent upon (a) Employee’s execution of Company, in its sole discretion, may pay Employee a written release agreement (in a form satisfactory cash amount equal to the Company) containing, among other things, a general release of claims against the Company and(b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. For purposes of this Section 2.2, “Severance Payment” means payment of 50 fifty percent (50%) of Employee’s base salary in effect as of then Base Salary (the date of “Garden Leave Pay”) provided that, if and to the extent that the Company does not pay such Garden Leave Pay (other than due to Employee’s termination refusal to execute a Release of employment, payable for one (1) year following the effective date of Claims or Employee’s termination pursuant breach of this Agreement), the Company and Parent shall be deemed to have waived its future rights under Section 8(b)(i) and Employee shall thereafter have no further obligations under such Section 8(b)(i) (but for the normal payroll practices avoidance of the Companydoubt, Employee shall remain obligated to comply with all other provisions of this Agreement). The amount of such Severance Payment Garden Leave Pay shall be reduced by paid in four (4) substantially equal monthly installments commencing on the value of any compensation sixtieth (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company60th) received by Employee from another employer or service recipient during the one-year period day following Employee’s termination Date of employment, and Employee agrees to reimburse the Company for the amount of such reduction. Employee acknowledges and agrees that he/she has an obligation to use his/her reasonable efforts to secure other employment following his/her termination of employment from the Company and that his/her failure to do so, as determined at the sole discretion of the Company, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.2, vesting of any Company stock options and restricted stock granted to Employee ceases on the date of termination, and any unvested stock options and restricted stock lapse and are forfeited immediately upon terminationTermination.

Termination by Employee without Good Reason. If Employee’s employment is This Agreement may be terminated by Employee voluntarily without Good Reason, Employee shall have no further rights against the Company hereunder, except for the right to receive (i) Final Pay, (ii) Final Expenses; (iii) Reason at Employee’s Unpaid Bonussole discretion by giving one hundred twenty (120) days written Notice of Resignation to Employer. If Employee terminates his/her employment pursuant to this Section 7.03, payment of which shall be made at the same time as any such bonus is paid and subject to other similarly situated executives of the Company; and (iv) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution continued satisfactory performance of a written release agreement (in a form satisfactory such tasks and duties that may be assigned to Employee through the Company) containingSeparation Date, among other things, a general release of claims against the Company and(b) and Employee’s failure continued loyalty to revoke such release within Employer through the statutory period permitted for such revocation. For purposes of this Section 2.2, “Severance Payment” means payment of 50 percent Separation Date (50%) of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable for one (1) year following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by the value of any compensation (includingwhich includes, but is not limited to, refraining from any announcements by Employee or any outside third party, operating under the value direction of any cash compensationEmployee, to anyone inside or outside Employer that the Employee is leaving Employer), Employee shall receive accrued salary and payment for accrued but unused vacation through the Separation Date. Employee shall also be entitled to payment of all awards of qualified and nonqualified benefit plans and incentive and retention programs, in accordance with the terms of those plans, including applicable vesting and forfeiture provisions. Any such payment or distribution from a nonqualified deferred compensation or equity-based compensationplan shall be governed by the terms of such plan relating to the timing of distributions. Alternatively, valued in the sole discretion Employer may, at its option, at any time after Employee gives written Notice of the Company) received by Employee from another employer or service recipient during the one-year period following Resignation as herein provided, pay Employee’s termination accrued salary up to and including the effective Separation Date set forth in Employee’s Notice of employmentResignation, and thereupon immediately terminate Employee’s employment. Notwithstanding the foregoing, if Employer determines at any time during the120-day notice period that Employee agrees to reimburse materially breaches the Company for obligations imposed by the amount of such reduction. Employee acknowledges and agrees that he/she has an obligation to use his/her reasonable efforts to secure other employment following his/her termination of employment from the Company and that his/her failure to do so, as determined at the sole discretion of the Company, is a breach provisions of this Agreement subject to Section 8.67.03 and Part IX of this Agreement, below. FurthermoreEmployer may shorten the notice period and accelerate the Separation Date, under this Section 2.2, vesting of any Company stock options and restricted stock granted thereby reducing the compensation otherwise payable to Employee ceases on the date of termination, and any unvested stock options and restricted stock lapse and are forfeited immediately upon terminationpursuant to this Section.

Termination by Employee without Good Reason. Employee may terminate his employment without Good Reason by providing the Company written notice of such termination. In the event of a termination of employment by Employee under this Section 8(f), Employee shall be entitled only to the following payments and benefits: (i) The Accrued Obligations; (ii) The Applicable Severance Benefits, payable (x) as to 75% thereof in substantially equal installments over the Severance Term, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above, that portion of the Applicable Severance Benefits remaining unpaid as of December 31, 2017, following such termination shall be paid to Employee, subject to Section 8(n) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(f)(ii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination; and (iii) If such termination is a Retirement, subject to Employee’s continued compliance with the provisions of Section 9 hereof, (A) any Awards that are stock options and that have been held by Employee for at least one year at the time of Retirement (1) and that are unvested at the date of Employee’s termination shall continue to vest as if Employee had remained employed through the applicable vesting period, and (2) shall remain outstanding until the earliest of (x) exercise, (y) the expiration of the original term, and (z) the second anniversary of the later of the date of Employee’s termination and the actual vesting date, and (B) any Awards that as of their date of grant were subject to both service- and performance-based vesting requirements shall remain outstanding through the last day of the applicable performance period, without regard for the termination of Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting period; provided, however, the eligibility for continued vesting based on performance shall immediately cease, and all Awards shall be forfeited, in the event that Employee violates any provision of the restrictive covenants set forth herein. In the event of termination of Employee’s employment is terminated under this Section 8(f), the Company may, in its sole and absolute discretion, by written notice accelerate such date of Employee’s termination and still have it treated as a termination by Employee voluntarily without Good Reason (and as a Retirement if applicable). Following such termination of Employee’s employment by Employee without Good Reason, except as set forth in this Section 8(f), Employee shall have no further rights against the Company hereunderto any compensation or any other benefits under this Agreement, except for the right to receive (i) Final Pay, (ii) Final Expenses; (iii) Employee’s Unpaid Bonus, payment of which and Employee shall be made at the same time as any such bonus is paid to other similarly situated executives of the Company; and (iv) a Severance Payment (defined below), the payment of which is contingent upon (a) Employee’s execution of a written release agreement (in a form satisfactory have no further obligations to the Company, except as set forth in Sections 8(j), 9, 10, 12(c) containing, among other things, a general release of claims against the Company and(b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. For purposes of this Section 2.2, “Severance Payment” means payment of 50 percent (50%) of Employee’s base salary in effect as of the date of Employee’s termination of employment, payable for one (1) year following the effective date of Employee’s termination pursuant to the normal payroll practices of the Company. The amount of such Severance Payment shall be reduced by the value of any compensation (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company) received by Employee from another employer or service recipient during the one-year period following Employee’s termination of employment, and Employee agrees to reimburse the Company for the amount of such reduction. Employee acknowledges and agrees that he/she has an obligation to use his/her reasonable efforts to secure other employment following his/her termination of employment from the Company and that his/her failure to do so, as determined at the sole discretion of the Company, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.2, vesting of any Company stock options and restricted stock granted to Employee ceases on the date of termination, and any unvested stock options and restricted stock lapse and are forfeited immediately upon termination13 hereof.

Termination by Employee without Good Reason. If Employee’s employment hereunder is terminated during the Employment Period by Employee voluntarily without Good ReasonReason (other than on account of his death or Disability), then Employee shall have no further rights against be entitled to only the Company hereunder, except for the right to receive following: (i) Final Pay, Accrued Obligations; (ii) Final Expenses; any earned but unpaid Annual Bonus, if any, attributable to full fiscal years completed prior to the Date of Termination, to be paid at the same time that such bonus would have been paid pursuant to the terms of this Agreement; (iii) Employee’s Unpaid any earned but unpaid Quarterly Bonus, payment if any, attributable to any full fiscal quarter completed prior to the Date of which shall Termination, to be made paid at the same time as any such bonus is would have been paid pursuant to other similarly situated executives the terms of the Company; and this Agreement; (iv) a Severance Payment any unpaid portion of Employee’s Special Bonus which shall be paid on the three (defined below3) year anniversary of the Effective Date; (v) Employee’s Equity Grant RSUs shall be settled on the three (3) year anniversary of the Effective Date; and (vi) Solely in the event of Employee’s voluntary termination of his employment during the Employment Period without Good Reason (other than on account of his death or Disability), the payment of which is contingent upon (a) Employee’s execution of Company, in its sole discretion, may pay Employee a written release agreement (in a form satisfactory cash amount equal to the Company) containing, among other things, a general release of claims against the Company and(b) Employee’s failure to revoke such release within the statutory period permitted for such revocation. For purposes of this Section 2.2, “Severance Payment” means payment of 50 fifty percent (50%) of Employee’s base salary in effect as of then Base Salary (the date of “Garden Leave Pay”); provided that, if and to the extent that the Company does not pay such Garden Leave Pay (other than due to Employee’s termination refusal to execute a Release of employment, payable for one (1) year following the effective date of Claims or Employee’s termination pursuant breach of this Agreement), the Company and Parent shall be deemed to have waived its future rights under Section 8(b)(i) and Employee shall thereafter have no further obligations under such Section 8(b)(i) (but for the normal payroll practices avoidance of the Companydoubt, Employee shall remain obligated to comply with all other provisions of this Agreement). The amount of such Severance Payment Garden Leave Pay shall be reduced by paid in four (4) substantially equal monthly installments commencing on the value of any compensation sixtieth (including, but not limited to, the value of any cash compensation, deferred compensation or equity-based compensation, valued in the sole discretion of the Company60th) received by Employee from another employer or service recipient during the one-year period day following Employee’s termination Date of employment, and Employee agrees to reimburse the Company for the amount of such reduction. Employee acknowledges and agrees that he/she has an obligation to use his/her reasonable efforts to secure other employment following his/her termination of employment from the Company and that his/her failure to do so, as determined at the sole discretion of the Company, is a breach of this Agreement subject to Section 8.6, below. Furthermore, under this Section 2.2, vesting of any Company stock options and restricted stock granted to Employee ceases on the date of termination, and any unvested stock options and restricted stock lapse and are forfeited immediately upon terminationTermination.