Qualifying Separation From Service

Qualifying Separation From Service. Has the meaning provided within Section 409A of the Internal Revenue Code of 1986 (the "Code"), which includes a termination of employment as a result of any (i) involuntary termination of employment other than for Cause, or (ii) voluntary termination of employment by you as a result of any (I) change in the required location of your employment as of the date of this letter agreement in excess of 20 miles, (II) material diminution in your duties or responsibilities as of the date of this letter... agreement, provided that the mere occurrence of the Merger, the Mortgage Business Sale (as defined in the Merger Agreement) and other transactions contemplated by the Merger Agreement or the Mortgage Business Sale Agreement (including the failure of you to (x) retain responsibilities and duties in respect of either the Mortgage Business or the Fleet Business (as defined in the Merger Agreement) or (y) hold a position in a public company) shall not constitute diminution in duties or responsibilities, or (III) reduction of your base salary or material reduction in compensation opportunity as of the date of this letter agreement. View More

Qualifying Separation From Service. Within the two-year period following a Change in Control, Director's Separation from Service: (i) by the Company or the Bank (or their successors in interest) without Cause; or (ii) by the Director for Good Reason within 30 days of the date of the Company's failure to cure the condition giving rise to Good Reason in accordance with Section 2(f) above. Notwithstanding the foregoing, a Qualifying Separation from Service shall not include: (i) a Separation from Service after which the Director has... the opportunity to continue as a member of the Board of Directors of the successor entity or its affiliates at a comparable compensation rate (as determined by the Company in its sole discretion); or (ii) a Separation from Service if the Director has the opportunity to continue as a member of the Board with comparable director fees (as determined by the Company in its sole discretion) View More

Qualifying Separation From Service. Within the two-year period following a Change in Control, Executive's Separation from Service: (i) by the Company or the Bank (or their successors in interest) without Cause; or (ii) by the Executive for Good Reason within 30 days of the date of the Company's failure to cure the condition giving rise to Good Reason in accordance with Section 2(g) above by the end of the cure period. Notwithstanding the foregoing, a Qualifying Separation from Service shall not include: (i) a Separation from... Service after which the Executive has the opportunity to continue in employment with or otherwise provide services to the successor entity or its affiliates at a comparable compensation rate (as determined by the Company in its sole discretion); or (ii) a Separation from Service if the Executive has the opportunity to continue in employment with the Company in a comparable position with a comparable salary (as determined by the Company in its sole discretion) View More