Common use of Termination by the Bank Without Cause Clause in Contracts

Termination by the Bank Without Cause. Your employment may be terminated by the Bank without Cause at any time upon written notice to you, which termination will be effective immediately or on such later date as specified in the written notice. In the event your employment is terminated without Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Bank and its Affiliates and their respective officers and directors in a form provided by the Bank (the “Release”) and the Release has become effective not later than the 30th day following the date your employment terminates, you shall receive the following payments and benefits: (i) Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date for such bonus; and (ii) The Bank shall pay you a severance benefit (the “Severance Benefit”) in an amount equal to the product of (x) your Total Annual Compensation (as defined below) divided by twelve (12) times (y) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Total Annual Compensation means the sum of (1) your Base Salary in effect at the date of termination of your employment or, if higher and applicable under Section 6 hereof, immediately prior to the date of a Change in Control, (2) the greater of the maximum annual bonus opportunity for the year in which your employment terminates and the annual bonus earned for the most recently completed calendar year, (3) the grant date value of any equity awards granted to you over the twelve (12) months immediately prior to your termination of employment or, if higher and applicable under Section 6 hereof, immediately prior to the date of a Change in Control (the applicable period, the “prior 12 months”), (4) any tax-qualified or non-tax qualified plan contributions or allocations made on your behalf over the prior 12 months, and (5) the value of your Company or Affiliate perquisites and any other benefits, including the employer portion of benefit premiums, paid or made available to you or on your behalf over the prior 12 months. The Severance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the date your employment terminates, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”).

Termination by the Bank Without Cause. Your employment may be terminated by the Bank without Cause at any time upon written notice to you, which termination will be effective immediately or on such later date as specified in the written notice. In the event your employment is terminated without Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Bank and its Affiliates and their respective officers and directors in a form provided by the Bank (the “Release”) and the Release has become effective not later than the 30th day following the date your employment terminatesit becomes effective, you shall receive the following payments and benefits: (i) Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date for such bonus; anddate; (ii) The Bank shall pay you a severance salary continuance benefit (the “Severance Salary Continuance Benefit”) in an amount equal to the product of (x) your Total Annual Final Monthly Compensation (as defined below) divided by twelve (12) times (y) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Total Annual Final Monthly Compensation means the sum of (1) your Base Salary in effect at the date of termination of your employment or, if higher and applicable under Section 6 hereof, immediately prior to the date of a Change in Control, (2) the greater of the maximum annual bonus opportunity for the year in which your employment terminates and the annual bonus earned paid or payable to you for the most recently completed calendar year, (3) the grant date value of any equity awards granted to you over the divided by twelve (12) months immediately prior to your termination of employment or, if higher and applicable under Section 6 hereof, immediately prior to the date of a Change in Control (the applicable period, the “prior 12 months”), (4) any tax-qualified or non-tax qualified plan contributions or allocations made on your behalf over the prior 12 months, and (5) the value of your Company or Affiliate perquisites and any other benefits, including the employer portion of benefit premiums, paid or made available to you or on your behalf over the prior 12 months. The Severance Salary Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date your employment terminatesof the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”); (iii) The Bank shall pay you a welfare continuance benefit (the “Welfare Continuance Benefit”) in an amount equal to the product of (x) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month, times (y) the excess of the premium for continued health, dental and vision coverage for you and your “qualified beneficiaries” (as defined in Section 4980B of the Code) (the “COBRA Premium”) over the amount that you paid for such coverage immediately before the termination of your employment. The Welfare Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and (iv) During the twelve (12) month period following the date of termination, you shall provide the Bank with at least ten days written notice before the starting date of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the proposed geographic market area associated with the new position. You shall notify in writing any new employer of the existence of the restrictive covenants set forth in Section 7 of this Agreement.

Termination by the Bank Without Cause. Your employment may be terminated by the Bank without Cause at any time upon written notice to you, which termination will be effective immediately or on such later date as specified in the written notice. In the event your employment is terminated without Cause, you shall receive any unpaid Base Salary through the Accrued Amounts anddate of termination within 30 days after the date of termination. In addition, you shall receive the following benefits, provided you sign a release and waiver of claims in favor of the Bank and Bank, its Affiliates and their respective officers and directors in a form provided by the Bank no later than the date of termination and such release has become effective within 30 days after the date of termination (the “Release”) and the Release has become effective not later than the 30th day following the date your employment terminates, you shall receive the following payments and benefits:): (i) Any earned but unpaid annual bonus with respect For the remainder of the term set forth in Section 2 of this Agreement (the “Severance Period”), the Bank shall continue to any completed calendar year immediately preceding pay your Base Salary in effect on the date of termination, which shall such payments to be paid made on the applicable payment date for such bonus; and (ii) The Bank shall pay same periodic dates as salary payments would have been made to you a severance benefit (the “Severance Benefit”) in an amount equal to the product of (x) your Total Annual Compensation (as defined below) divided by twelve (12) times (y) the number of months remaining between the date of termination of had your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Total Annual Compensation means the sum of (1) your Base Salary in effect at the date of termination of your employment or, if higher and applicable under Section 6 hereof, immediately prior to the date of a Change in Control, (2) the greater of the maximum annual bonus opportunity for the year in which your employment terminates and the annual bonus earned for the most recently completed calendar year, (3) the grant date value of any equity awards granted to you over the twelve (12) months immediately prior to your termination of employment or, if higher and applicable under Section 6 hereof, immediately prior to the date of a Change in Control (the applicable period, the “prior 12 months”), (4) any tax-qualified or non-tax qualified plan contributions or allocations made on your behalf over the prior 12 months, and (5) the value of your Company or Affiliate perquisites and any other benefits, including the employer portion of benefit premiums, paid or made available to you or on your behalf over the prior 12 months. The Severance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the date your employment terminatesbeen terminated, subject to compliance with Section 9(i8(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”). (ii) You will receive the annual bonus, if any, that you would have received under Section 3(b) of this Agreement for the year prior to the year in which your employment terminates, had you remained employed but subject to attainment of performance criteria for such bonus, if such bonus was not yet paid on the date of your termination of employment; (iii) You will receive a cash payment equal to the monthly cost of COBRA coverage for you that would be in effect if you elected such coverage, for the number of months remaining in the Severance Period (or 18 months, whichever is less). Such payment will be made in a lump sum on the 30th day after the date of termination, net of employment and income tax withholding. Notwithstanding the foregoing, you shall not be entitled to any further payment under this Section 4(d) or under Section 4(e) of this Agreement in the event the Bank determines that you have breached any of the covenants set forth in Section 5 of this Agreement and files an action to enforce the covenants. Further, in such a proceeding, the Bank shall seek, and you shall be liable to return to the Bank, any payments made to you under this Section 4 dating back to the date of the original breach.