Involuntary Termination

Involuntary Termination. Shall mean: (i) any termination by the Company other than for Cause; (ii) Employee's voluntary termination following a material reduction or change in job duties, responsibilities, and requirements inconsistent with the Employee's position with the Company and the Employee's prior duties, responsibilities, and requirements, or a change in the level of management to which the Employee reports; (iii) any reduction of Employee's base compensation (other than in connection with a general decrease... in base salaries for most officers of the successor corporation); or (iv) Employee's refusal to relocate to a facility or location more than 15 miles from the Company's current location. View More

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.

Involuntary Termination. The term "Involuntary Termination" has the meaning specified in the Plan.

Involuntary Termination. Shall mean (i) any termination of employment of the Employee by the Company which is not effected for Disability or for Cause; or (ii) the Employee's resignation for Good Reason, provided that the Employee's resignation for Good Reason is effective not later than two (2) years from the first date Employee knew (or reasonably should have known) of the occurrence of such Good Reason, the Employee has provided notice to the Company of the event constituting Good Reason within ninety (90) days of... the first date Employee knew (or reasonably should have known) of its occurrence and the Company has had thirty (30) days to cure the Good Reason event and has failed to do so. For the avoidance of doubt, termination of Employee's employment by reason of Employee's death shall not (x) constitute an Involuntary Termination or (y) interfere with the occurrence of an Involuntary Termination in the event such death occurs after either the Company has provided written notice to Employee that it will be terminating his employment without Cause or Employee has provided the Company with a written Good Reason notice that demonstrates that Good Reason has occurred. View More

Involuntary Termination. Shall mean, as determined by the Administrator, a termination by the Company or a Subsidiary of Grantee's employment with the Company or a Subsidiary, other than by reason of (i) death, (ii) disability or (iii) Cause, or a termination by Grantee of Grantee's employment with the Company or a Subsidiary for Good Reason.

Involuntary Termination. That either (i) that the Company has terminated Executive's employment other than for Cause, Disability or Executive's death, or (ii) that the conditions set forth in of subsections (i), (ii) and (iii) below have all occurred: (i) Any of the following "Events" occurs without Executive's prior written consent during the term of this Agreement: (A) the (x) assignment to Executive of any duties or the significant reduction of Executive's duties, either of which is materially inconsistent with... Executive's position with the Company and responsibilities in effect immediately prior to such assignment, or (y) the removal of Executive from such position and responsibilities, which is not effected for Disability or for Cause (for the avoidance of doubt, the failure of Executive to be nominated or elected as a member of the Board shall be a material diminution in responsibilities); (B) a material reduction by the Company in the Base Salary and/or Target Bonus of Executive as in effect immediately prior to such reduction; (C) the relocation of Executive to a facility or a location more than fifty (50) miles from Executive's then present location, without Executive's express written consent; (D) any purported termination of Executive by the Company which is not effected for death or disability or for Cause, or any purported termination for Cause for which the grounds relied upon are not valid; or (E) A material breach of this Agreement by the Company. (ii) Within sixty (60) days after the first occurrence of an Event described in Sections 9(c)(i)(A)(y), (B), (C) or (D) or within 120 days of an Event described in Sections 9(c)(i)(A)(x) or (E), Executive provides written notice to the Company describing with reasonable specificity the Event and stating his intention to resign from employment due to such Event; and (iii) Either the Company does not cure, or cause to be cured, such Event within thirty (30) days after receipt of Executive's notice or the Company in its sole discretion concedes the occurrence of such Event and gives notice that it does not intend to cure such Event. View More

Involuntary Termination. A termination of Grantee's Service, which (i) is not initiated in whole or in part by Grantee, (ii) is not a termination as a result of disability or death, and (iii) is not consented to by Grantee

Involuntary Termination. Shall mean the termination of Executive's employment with the Company (or, if applicable, successor entity) other than by reason of death or disability: (i) upon Executive's involuntary discharge or dismissal other than for Cause, (ii) upon Executive's resignation for Good Reason within 30 days after the occurrence of the facts constituting Good Reason, (iii) upon Executive's resignation following (A) a reduction in Executive's level of Base Salary or any Target Bonus (unless, in the case of... a reduction in any Target Bonus, there is a corresponding increase in the level of Base Salary such that, in the aggregate, Executive is no worse off) or (B) a material reduction in Executive's benefits, provided and only if such change or reduction is effected without Executive's written concurrence, or (iv) upon Executive's resignation following a change in the Executive's position with the Company (or, if applicable, with the successor entity) that is effected without the Executive's consent and that materially reduces his level of responsibility or authority, other than reductions attributable to the Company ceasing to be a publicly held company or becoming a subsidiary or division of another company. Except as provided in Section 2(b), for purposes of this Agreement any determination of "Involuntary Termination" made by the Company or the Executive shall be made in good faith. Any dispute regarding same shall be promptly resolved by arbitration in accordance with the provisions of Sections 8(g) and (h) below. View More

Involuntary Termination. The termination of the employment of the Executive (i) by the Corporation without his express written consent; or (ii) by the Executive by reason of a material diminution of or interference with his duties, responsibilities or benefits, or other material breach of this Agreement, including (without limitation) any of the following actions unless consented to in writing by the Executive: (1) a requirement that the Executive be based at any place other than any of the following: the principal... office location of FOBB (as of the date immediately prior to the Merger), the principal office location of the Corporation (defined to mean the principal office location of the Corporation's Chief Executive Officer ("CEO")), provided the principal office location is located within a fifteen mile radius of the Rosemont office location as of the date hereof, in downtown Chicago, or within fifteen miles of the Executive's home in the Chicago area, except for reasonable travel on Corporation or Bank business; (2) a material demotion of the Executive; (3) failure of the Corporation to pay or provide the compensation, benefits, or vacation and leave contemplated by Sections 4, 5, 6 or 19 hereof, respectively, or the failure of the Corporation to provide indemnification and insurance coverage contemplated by Section 11 hereof; (4) a material permanent increase in the required hours of work or the workload of the Executive; or (5) the failure of the Board of Directors (or board of directors of any successor of the Corporation including its ultimate parent company) to elect the Executive as Vice Chairman, Executive Vice President, and Chief Marketing and Legal Strategist of the Corporation (or any successor of the Corporation including its ultimate parent company) or any action by the Board of Directors (or a board of directors of a successor of the Corporation including its ultimate parent company) removing him from such office; or (6) the failure of the Board or stockholders of the Corporation or Bank to elect Executive as a director of the Corporation and Bank, or any action by the Board or stockholders removing him from such position. The term "Involuntary Termination" does not include Termination for Cause, termination of employment due to death or termination pursuant to Section 7(g) of this Agreement, or suspension or temporary or permanent prohibition from participation in the conduct of the Bank's affairs under Section 8 of the Federal Deposit Insurance Act. View More

Involuntary Termination. Shall include any termination by the Company other than for Cause and Employee's voluntary termination, following (i) a material reduction or change in job duties, responsibilities and requirements inconsistent with Employee's position with the Company and Employee's duties, responsibilities and requirements as in effect immediately prior to the Change of Control; (ii) any reduction of Employee's base compensation or target bonus; or (iii) Employee's refusal to relocate to a facility or... location more than 50 miles from the Company's current location. View More