Involuntary Termination

Involuntary Termination. Shall mean any termination of Employee's employment: i) by the Company without Cause; or ii) by Employee due to Change in Circumstances provided, however, that the term "Involuntary Termination" shall not include a Termination for Cause or any termination as a result of Employee's death, Disability or Retirement. In order for a resignation to be considered an Involuntary Termination under this Agreement, (i) Employee must provide notice to the Company of the existence of one of the above... "Change in Circumstances" conditions within thirty (30) days of the initial existence of such condition, (ii) the Company must be provided thirty (30) days from the date of Employee's notice to remedy that condition (the "Cure Period"), and (iii) the condition must not have been remedied by the Company during the Cure Period. For purposes of this Agreement, Employee's employment will not be considered to have terminated (and no Involuntary Termination will have occurred) unless, as a result of a termination, Employee has had a "separation from service" (as that term is defined in Treas. Reg. § 1.409A-1(h)) with the "Key Energy Controlled Group." The term "Key Energy Controlled Group" means the group of corporations and trades or businesses (whether or not incorporated) composed of the Company and every entity or other person which together with the Company constitutes a single "service recipient" (as that term is defined in Treas. Reg. § 1.409A-1(g)) as the result of the application of Treas. Reg. § 1.409A-1(h)(3). View More

Involuntary Termination. The termination of Employee's employment with the Company without Cause (and not as a result of the Employee's Death or Disability) or any of the following: i. Employee's resignation within sixty (60) days, without Employee's express written consent, after the relocation of Employee to a facility or a location more than fifty (50) miles from Employee's then present location; or ii. The termination of Employee's job duties due to business necessity.

Involuntary Termination. The termination of a Participant's employment with the Company (i) by the Company for any reason other than Cause, death, or Disability, or (ii) by the Participant for Good Reason. Any payments to be made under this Plan upon a termination of a Participant's employment shall only be made upon the Participant's "separation from service" within the meaning of Section 409A of the Code.

Involuntary Termination. Means a Termination Without Cause or a Termination for Good Reason.

Involuntary Termination. Means (i) Executive's Separation from Service by reason of Executive's discharge by the Company (or its successor(s) within twelve (12) months following a Change in Control) other than for Cause, or (ii) Executive's Separation from Service by reason of Executive's resignation of employment with the Company (or its successor(s) within twelve (12) months following a Change in Control) for Good Reason. Executive's Separation from Service by reason of Executive's death or discharge by the Company... following Executive's Permanent Disability shall not constitute an Involuntary Termination. Executive's Separation from Service by reason of resignation from employment with the Company for Good Reason shall be an "Involuntary Termination" only if such Separation from Service occurs within six (6) months following the initial existence of the act or failure to act constituting Good Reason, and then only after an opportunity to cure has been provided in accordance with Section 1(d), or within twelve (12) months following a Change in Control, as provided for hereinabove in this Sub-section. View More

Involuntary Termination. Means a Termination of Employment but does not include a Termination of Employment for Cause or a Voluntary Resignation.

Involuntary Termination. (i) without the Covered Person's express written consent, the assignment to the Covered Person of any duties or the significant reduction of the Covered Person's duties, either of which is materially inconsistent with the Covered Person's position with the Company and responsibilities in effect immediately prior to such assignment, or the removal of the Covered Person from such position and responsibilities, which is not effected for Disability or for Cause; (ii) a material reduction by the... Company in the base compensation of the Covered Person as in effect immediately prior to such reduction; (iv) the relocation of the Covered Person to a facility or a location more than fifty (50) miles from the Covered Person's then present location, without the Covered Person's express written consent; (v) any purported termination of the Covered Person by the Company which is not effected for death, Disability or for Cause; or (vi) the Company materially breaches this Agreement. An Involuntary Termination shall be effective subject to the notice provisions set forth in Section 7(b). View More

Involuntary Termination. An involuntary termination as set forth in U.S. Treasury Regulation §1.409A-1(n). Generally, this means that the Company has terminated the Participant's status as a Service Provider under circumstances where the Participant has not initiated or requested the termination and is willing and able to continue as a Service Provider. An Involuntary Termination also includes termination of status as a Service Provider due to 'good reason' if it occurs due to a material diminution in base... compensation; a material diminution of the Participant's authority, duties or responsibilities; or a material change in the geographic location at which the Participant must perform services. In order for a termination to be considered for a 'good reason', the Participant must provide a written notice to the Company of the existence of the condition within a 30-day period following the initial existence of the condition, upon which the Company must be provided a period of at least 90 days during which it may remedy the condition. View More

Involuntary Termination. Means (unless another definition is provided in the applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement) the termination of a Participant's Continuous Service Status other than for (i) death, (ii) Disability or (iii) for Cause by the Company or a Parent, Subsidiary, Affiliate or successor thereto, as appropriate

Involuntary Termination. A termination of the employment of the Employee prior to the Separation Date (i) by the Company without his express written consent; or (ii) by the Employee by reason of a material diminution of or interference with his duties, titles, responsibilities or benefits, including any of the following actions unless consented to in writing by the Employee: (1) a requirement that the Employee be based at any place other than Asheville, North Carolina, or within 20 miles thereof, except for reasonable... travel on Company or Bank business; (2) a material demotion of the Employee, other than the change in titles set forth in Section 3 of this Agreement effective September 1, 2022; (3) a material reduction in the number or seniority of Company or Bank personnel reporting to the Employee or a material reduction in the frequency with which, or in the nature of the matters with respect to which, such personnel are to report to the Employee, other than as part of a Company- or Bank-wide reduction in staff and other than in connection with the change in titles set forth in Section 3 of this Agreement effective September 1, 2022; (4) a material reduction in the Employee's salary or a material adverse change in the Employee's perquisites, benefits, contingent benefits or paid time off, other than prior to a Change in Control as part of an overall program applied uniformly and with equitable effect to all members of the senior management of the Company or the Bank and other than as set forth in Sections 4 and 5 of this Agreement effective September 1, 2022; (5) a material permanent increase in the required hours of work or the workload of the Employee; or (6) prior to September 1, 2022, the failure of the Board of Directors (or a board of directors of a successor of the Company) to elect him as Chief Executive Officer of the Company (or a successor of the Company) or any action by the Board of Directors of the Company (or a board of directors of a successor of the Company) removing him from such office; provided in each case that Involuntary Termination shall mean a cessation or reduction in the Employee's services for the Company and the Bank (and any other affiliated entities that are deemed to constitute a "service recipient" as defined in Treasury Regulation §1.409A-1(h)(3)) that constitutes a "Separation from Service" as determined under Section 409A of the Code, taking into account all of the facts, circumstances, rules and presumptions set forth in Treasury Regulation §1.409A-1(h) and that also constitutes an involuntary Separation from Service under Treasury Regulation §1.409A-1(n). In addition, before the Employee terminates his employment pursuant to clauses (1) through (6) of the preceding sentence, the Employee must first provide written notice to the Company within ninety (90) days of the initial existence of the condition, describing the existence of such condition, and the Company shall thereafter have the right to remedy the condition within thirty (30) days following the date it received the written notice from the Employee. If the Company remedies the condition within such thirty (30) day cure period, then the Employee shall not have the right to terminate his employment as the result of such event. If the Company does not remedy the condition within such thirty (30) day cure period, then the Employee may terminate his employment as the result of such event at any time within sixty (60) days following the expiration of such cure period. All references in this Agreement to an Involuntary Termination that results in the payment of severance shall mean an involuntary Separation from Service under Treasury Regulation §1.409A-1(n). The term "Involuntary Termination" does not include Termination for Cause, termination of employment due to death pursuant to Section 7(h) of this Agreement, termination of employment due to Disability pursuant to Section 7(i) of this Agreement, or suspension or temporary or permanent prohibition from participation in the conduct of the affairs of a depository institution under Section 8 of the Federal Deposit Insurance Act. View More