All Other Terminations. In case of All Other Terminations, unless your termination of employment is a Qualifying Termination as described below, the Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of your termination of employment. [For Mr. Montag: Notwithstanding the foregoing or any other provision herein to the contrary, in accordance with the terms of your offer letter dated ​, if your employment is terminated by ​ without “Cause” or you terminate your employment for “Good Reason” (as such terms are defined in your offer letter), then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by ​ and its Subsidiaries as of the Settlement Date), subject to your complying with the covenants set forth in paragraph # below and to the additional performance-based cancellation provision set forth in paragraph # below.]

Other Terminations. Unless otherwise determined by the Committee upon grant, if any Optionee’s employment with or service to the Company or any Subsidiary is terminated by such Optionee for any reason other than death, Disability, Normal or Early Retirement or Good Reason (as defined below), the Option shall thereupon terminate, except that the portion of any Option that was exercisable on the date of such termination of employment or service may be exercised for the lesser of ninety (90) days after the date of termination (or, if later, such time as the Option may be exercised pursuant to [Section 14(d)] hereof) or the balance of such Option’s term, which ever period is shorter. The transfer of an Optionee from the employ of or service to the Company to the employ of or service to a Subsidiary, or vice versa, or from one Subsidiary to another, shall not be deemed to constitute a termination of employment or service for purposes of the Plan.

Other Terminations. In the event that you are no longer a NonEmployee Director before the Vesting Date other than as specified in [Sections 4 or 5]5] above, you will forfeit any Shares that have not become nonforfeitable by you at the time of such termination, unless otherwise determined by the Board and/or in accordance with the Plan.

Other Terminations. Except as otherwise provided pursuant to [Section 8], in the event of a Participant’s termination of employment during a Performance Period for any reason other than Qualifying Retirement, Other Retirement, death, Disability, or termination of employment by the Company without Cause, the Participant will forfeit his or her Award Opportunity for such Performance Period, without any further action or notice.

Other Terminations. In the event of any other termination of the Executive’s employment that does not qualify as a Qualifying Termination (e.g., by reason of death, disability, the Executive’s voluntary termination for any reason, or the involuntary termination of the Executive’s employment for Cause), the Executive shall be entitled to receive the benefits described in Paragraph 12(a)(i) and the Executive’s outstanding unvested equity awards shall vest as set forth in Paragraph 12(a)(iii), and the Executive shall be deemed to have resigned, with no further action required, all officer, fiduciary and board of director positions that he holds with or on behalf of the Company or the Bank, or their subsidiaries, affiliates, or benefit plans.

Other Terminations. If a Participant’s employment with ​ terminates for any reason other than death or Retirement, participation in this Plan will end and any short-term incentive compensation that otherwise would have been payable to such Participant for the Plan Year in which such termination occurs will be cancelled (unless the Plan Administrator determines, in his, her, or its discretion, that the Plan should pay all or a portion of such short-term incentive compensation despite such termination).

Resignation of All Other Positions. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.

Age/Service Requirements – An employee who is a member of the eligible class of employees shall be eligible for participation for all purposes under the plan after he has satisfied the following participation requirement(s):

Notwithstanding anything herein to the contrary, a Participant who is terminated from his/her position through Company-initiated action shall not be eligible to receive severance pay under the Plan if the Participant refuses to accept another position of employment with the Company in the same geographical area at or above such Participant’s current compensation level, except as the Company may determine otherwise.

Demotions; TERMINATIONS. Unless otherwise determined by the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) if a Participant resigns, is terminated, or is demoted to a non-eligible position during the Plan Year, the Participant’s Plan participation shall end at that time. Notwithstanding the foregoing, in the event of a Participant’s death or Disability, the Committee or the CEO (with respect to individuals who are not [Section 16] Officers) in their discretion, may determine whether such employee may participate in this Plan and if so, the terms of such participation pursuant to [Section 5.6] hereof.