Termination of Employment and Severance Payment. In addition to either Party's right to terminate Executive's employment hereunder pursuant to paragraph 2 of this Agreement, the Bank may terminate the employment of Executive at any other time, with or without cause, and with or without notice. a. If the Bank terminates Executive's employment hereunder because of Executive's dishonesty, incompetence, misconduct, breach of fiduciary duty, failure or refusal to perform the duties and responsibilities assigned under this Agreement (including but not limited to failure to meet the annual budget approved by the Board), willful violation of any law, rule or regulation (other than misdemeanor traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of this Agreement (hereinafter collectively referred to termination for "Just Cause"), or if Executive resigns or retires for any reason other that provided in paragraph 5(c) below, Executive will have no right to receive any compensation for any period after such termination and any Performance Bonus Stock Options provided for in paragraph 4(c) and not yet vested will be forfeited. b. If the Bank terminates Executive's employment hereunder for any reason other than Just Cause then Executive will be entitled to continuation of the Base Salary for a period of 12 months, provided, however, that (i) each monthly payment will be reduced by the amount of wages or other compensation for services rendered earned by DCB FINANCIAL CORP Executive during the preceding month from sources other than the Bank and (ii) Executive must use reasonable efforts to obtain such employment or other work and, upon the Bank's request, provide documentation of such efforts to the Bank's satisfaction. c. If the Bank while Executive is employed hereunder merges with, is acquired by, or sells substantially all of its assets to an entity not affiliated with the Bank or an entity created for the express purpose of facilitating such a transaction, Executive will receive the severance payments provided for in and subject to the terms of paragraph 5(b) of this Agreement if Executive resigns employment within one year of the closing date of such merger, acquisition, or sale. d. Executive's employment hereunder automatically terminates upon the death of Executive. In the event of such death, Executive's estate will be entitled to receive the compensation due Executive through the last day of the calendar month in which Executive's death occurred.
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Termination of Employment and Severance Payment. In addition to either Party's right to terminate Executive's employment hereunder pursuant to paragraph 2 of this Agreement, the Bank may terminate the employment of Executive at any other time, with or without cause, and with or without notice.
a. If the Bank terminates Executive's employment hereunder because of Executive's dishonesty, incompetence, misconduct, breach of fiduciary duty, failure or refusal to perform the duties and responsibilities assigned under this Agreement (including but not limited to failure to meet the annual budget approved by the Board), willful violation of any law, rule or regulation (other than misdemeanor traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of this Agreement (hereinafter collectively referred to termination for "Just Cause"), or if Executive resigns or retires for any reason other that provided in paragraph 5(c) below, Executive will have no right to receive any compensation for any period after such termination and any Performance Bonus Stock Options provided for in paragraph 4(c) and not yet vested will be forfeited.
b. If the Bank terminates Executive's employment hereunder for any reason other than Just Cause then Executive will be entitled to continuation of the Base Salary for a period of 12 months, provided, however, that (i) each monthly payment will be reduced by the amount of wages or other compensation for services rendered earned by DCB FINANCIAL CORP Executive during the preceding month from sources other than the Bank and (ii) Executive must use reasonable efforts to obtain such employment or other work and, upon the Bank's request, provide documentation of such efforts to the Bank's satisfaction.
c. If the Bank while Executive is employed hereunder merges with, is acquired by, or sells substantially all of its assets to an entity not affiliated with the Bank or an entity created for the express purpose of facilitating such a transaction, Executive will receive the severance payments provided for in and subject to the terms of paragraph 5(b) of this Agreement if Executive resigns employment within one year of the closing date of such merger, acquisition, or sale.
d. Executive's employment hereunder automatically terminates upon the death of Executive. In the event of such death, Executive's estate will be entitled to receive the compensation due Executive through the last day of the calendar month in which Executive's death occurred.such
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