Termination for Cause Clause Example with Variations from Business Contracts

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, "Termination for Cause" shall exist when there has been a good faith determination by the Board that there shall... have occurred one or more mean termination because of the following events with respect to the Executive: (1) Executive's personal dishonesty, incompetence, willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) misconduct, any breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) profit, intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; order or (8) material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereof. Prior thereof in detail. Executive shall not have the right to holding a meeting at which receive compensation or other benefits for any period after Termination for Cause. During the Board is to make a final determination whether Cause exists, if period beginning on the Board determines in good faith at a meeting date of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Termination for Cause pursuant to Section 10 below. (b) For purposes 8 hereof through the Date of this Section 8, no act or failure Termination for Cause, stock options and related limited rights granted to act, on the part of Executive, 6 Executive under any stock option plan shall not be considered "willful" unless it is done, or omitted exercisable, nor shall any unvested awards granted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director under any stock benefit plan of the Bank, the Company, Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice time subsequent to such Termination for such purposes. Cause. View More

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, "Termination for Cause" shall exist when there has been a good faith determination by the Board that there shall... have occurred one or more mean termination because of the following events with respect to the Executive: (1) Executive's personal dishonesty, incompetence, willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) misconduct, any breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) profit, intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; order or (8) material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereof. Prior thereof in detail. Executive shall not have the right to holding a meeting at which receive compensation or other benefits for any period after Termination for Cause. During the Board is to make a final determination whether Cause exists, if period beginning on the Board determines in good faith at a meeting date of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Termination for Cause pursuant to Section 10 below. (b) For purposes 8 hereof through the Date of this Section 8, no act or failure Termination for Cause, stock options and related limited rights granted to act, on the part of Executive, Executive under any stock option plan shall not be considered "willful" unless it is done, or omitted exercisable, nor shall any unvested awards granted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director under any stock benefit plan of the Bank, the Company, Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination for Cause, such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice time subsequent to such Termination for such purposes. Cause. View More

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, "Termination for Cause" shall exist when there has been mean termination because of a good faith determination by... the Board that there shall have occurred one or more of the following events with respect material loss to the Executive: (1) willful dishonesty in performing Holding Company or one of its Subsidiaries caused by Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, personal dishonesty, willful violation of any law, rule or rule, regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, offenses), final cease and desist order or any violation of a final cease-and-desist order; or (8) material breach by Executive of any provision of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Holding Company or its Subsidiaries. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been terminated for Cause unless and until there shall have been delivered to the Executive him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereof. Prior thereof in detail. Executive shall not have the right to holding a meeting at which receive compensation or other benefits for 7 any period after Termination for Cause. During the Board is to make a final determination whether Cause exists, if period beginning on the Board determines in good faith at a meeting date of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, no act or failure stock options and related limited rights granted to act, on the part of Executive, Executive under any stock option plan shall not be considered "willful" unless it is done, or omitted exercisable nor shall any unvested awards granted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests under any stock benefit plan of the Bank. Any act, Holding Company or failure to act, based upon its Subsidiaries vest. At the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event Date of Termination, Executive's service as a director such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice Termination for such purposes. Cause. View More

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any For purposes of this Agreement, "Termination for Cause" shall include termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, shall exist when there has been a good faith... determination by the Board that there shall have occurred one or more because of the following events with respect to the Executive: (1) Executive's personal dishonesty; incompetence; willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) misconduct; breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) moral turpitude; intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties; willful violation of any law, rule rule, or regulation which negatively impacts the Bank (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (8) material breach by Executive of any provision of this Agreement. For purposes of this Paragraph, the term "willful" is defined to include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of the employer by Executive. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths (3/4) of the entire membership members of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), that purpose, finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars reasons thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the The Executive shall be given not have the opportunity right to be heard before the Board. Upon a finding of Cause, the Board shall deliver receive compensation or other benefits for any period after Termination for Cause. Any unexercised stock options granted to the Executive a Notice of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, no act under any stock option plan or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director any unvested awards granted under any other stock benefit plan of the Bank, the Company, or any subsidiary or affiliate thereof, shall become null and void, effective upon Executive's receipt of Notice of Termination for Cause pursuant to Paragraph 9 thereof, and shall not be exercisable by Executive at any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice time subsequent to such Termination for such purposes. Cause. View More

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, "Termination for Cause" shall exist when there has been mean termination because of a good faith determination material loss to the Holding Company or one of its Subsidiaries caused by the Board that there shall have occurred one or more of the following events with respect to the Executive: (1) willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, personal dishonesty, willful violation of any law, rule or rule, regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, offenses), final cease and desist order or any violation of a final cease-and-desist order; or (8) material breach by Executive of any provision of this Agreement. For purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interest of the Holding Company or its Subsidiaries. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been terminated for Cause unless and until there shall have been delivered to the Executive him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereof. Prior thereof in detail. The Executive shall not have the right to holding a meeting at which receive compensation or other benefits for any period after Termination for Cause. During the Board is to make a final determination whether Cause exists, if period beginning on the Board determines in good faith at a meeting date of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, no act or failure stock options and related limited rights granted to act, on the part of Executive, Executive under any stock option plan shall not be considered "willful" unless it is done, or omitted exercisable nor shall any unvested awards granted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests under any stock benefit plan of the Bank. Any act, Holding Company or failure to act, based upon its Subsidiaries vest. At the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event Date of Termination, Executive's service as a director such stock options and related limited rights and such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Date of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice Termination for such purposes. Cause. View More

Termination for Cause. (a) The Bank may terminate For purposes of this Agreement, "Termination for Cause" shall include termination because of Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, shall exist when there... has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (1) personal dishonesty, incompetence, willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) misconduct, breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) profit, intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, infractions) or any violation of a final cease-and-desist order; order, or (8) material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been terminated for Cause pursuant to this Section 7 unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority three-fourths (3/4) of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying termination for Cause and specifying the particulars reasons thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given not have the opportunity right to be heard before the Board. Upon a finding of Cause, the Board shall deliver receive compensation or other benefits for any period after Termination for Cause. Any stock options granted to the Executive a Notice of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, no act under any stock option plan or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director any unvested awards granted under any other stock benefit plan of the Bank, the Company, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 8 hereof, and shall not be exercisable by Executive at any affiliate of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice time subsequent to such Termination for such purposes. Cause. View More

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, "Termination for Cause" shall exist when there has been a good faith determination by the Board that there shall... have occurred one or more mean termination because of the following events with respect to the Executive: (1) Executive's personal dishonesty, incompetence, willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) misconduct, any breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) profit, intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; order, or (8) material breach by Executive of any provision of this Agreement. Executive's employment shall not be terminated in accordance with this paragraph for any act or action or failure to act which is undertaken or omitted in accordance with a resolution of the Board or upon advice of the Bank's counsel. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership members of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines thereof in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the detail. Executive shall be given not have the opportunity right to be heard before the Board. Upon a finding of Cause, the Board shall deliver receive compensation or other benefits for any period after Termination for Cause. Any non-vested stock options granted to the Executive a Notice of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, no act or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director under any stock option plan of the Bank, the Company, Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 9 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause (unless it is determined in arbitration that grounds for Termination for Cause did not exist, in which event all terms of the options as of the date of termination shall apply, and any affiliate time periods for exercising such options shall commence from the date of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes. resolution in arbitration). View More

Termination for Cause. (a) The Bank may terminate Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Cause." The term "Cause" as used herein, "Termination for Cause" shall exist when there has been a good faith determination by the Board that there shall... have occurred one or more mean termination because of the following events with respect to the Executive: (1) Executive's personal dishonesty, incompetence, willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) misconduct, any breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) profit, intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, willful violation of any law, rule rule, or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; order, or (8) material breach by Executive of any provision of this Agreement. Executive's employment shall not be terminated in accordance with this paragraph for any act or action or failure to act which is undertaken or omitted in accordance with a resolution of the Board or upon advice of the Bank's counsel. Notwithstanding the foregoing, Cause Executive shall not be deemed to exist have been Terminated for Cause unless and until there shall have been delivered to the Executive her a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership members 6 of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for the Executive her, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct described above justifying Termination for Cause and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines thereof in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the detail. Executive shall be given not have the opportunity right to be heard before the Board. Upon a finding of Cause, the Board shall deliver receive compensation or other benefits for any period after Termination for Cause. Any non-vested stock options granted to the Executive a Notice of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, no act or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director under any stock option plan of the Bank, the Company, Company or any subsidiary or affiliate thereof, shall become null and void effective upon Executive's receipt of Notice of Termination for Cause pursuant to Section 9 hereof, and shall not be exercisable by Executive at any time subsequent to such Termination for Cause (unless it is determined in arbitration that grounds for Termination for Cause did not exist, in which event all terms of the options as of the date of termination shall apply, and any affiliate time periods for exercising such options shall commence from the date of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes. resolution in arbitration). View More

Termination for Cause. (a) The Bank may terminate the Executive's employment at any time, but any termination other than termination Termination for "Cause," Cause, as defined herein, shall not prejudice the Executive's right to compensation or other benefits under this the Agreement. The Executive shall have no right to receive compensation or other benefits for any period after Termination for Cause. Termination for Cause shall include termination for "Cause." The term "Cause" as used herein, shall exist when there... has been a good faith determination by the Board that there shall have occurred one or more because of the following events with respect to the Executive: (1) Executive's personal dishonesty, incompetence, willful dishonesty in performing Executive's duties on behalf misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank; 8 (2) Bank's Code of Ethics, material incompetence in performing Executive's duties on behalf violation of the Bank; (3) willful misconduct Sarbanes-Oxley requirements for officers of public companies that in the judgment reasonable opinion of the CEO or the Board will likely cause economic damage substantial financial harm or substantial injury to the Bank reputation of the Bank, willfully engaging in actions that in the reasonable opinion of the CEO or the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) Bank, intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; order, or (8) material breach by Executive of any provision of this the Agreement. Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 10 below. (b) For purposes of this Section 8, Section, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon the direction of the Board CEO or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. 8 8. NOTICE. (a) Any purported termination by the Bank for Cause shall be communicated by Notice of Termination to Executive. If, within 30 days after any Notice of Termination for Cause is given, Executive notifies the Bank that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration. Notwithstanding the pendency of any such dispute, the Bank shall discontinue paying Executive's compensation until the dispute is finally resolved in accordance with this Agreement. If it is determined that Executive is entitled to compensation and benefits under Section 4 of this Agreement, the payment of such compensation and benefits by the Bank shall commence immediately following the date of resolution by arbitration, with interest due Executive on the cash amount that would have been paid pending arbitration (at the prime rate as published in The Wall Street Journal from time to time). (b) Any other purported termination by the Bank or by Executive shall be communicated by a Notice of Termination to the other party. If, within 30 days after any Notice of Termination is given, the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the parties shall promptly proceed to arbitration as provided below. Notwithstanding the pendency of any such dispute, the Bank shall continue to pay Executive his Base Salary, and other compensation and benefits in effect when the notice giving rise to the dispute was given (except as to termination of Executive for Cause); provided, however, that such payments and benefits shall not continue beyond the date that is 36 months from the date the Notice of Termination is given. In the event the voluntary termination by Executive of his employment is disputed by the Bank, and if it is determined in arbitration that Executive is not entitled to termination benefits pursuant to this Agreement, he shall return all cash payments made to him pending resolution by arbitration, with interest thereon at the prime rate as published in The Wall Street Journal from time to time if it is determined in arbitration that Executive's voluntary termination of employment was not taken in good faith and not in the reasonable belief that grounds existed for his voluntary termination. If it is determined that the Executive is entitled to receive severance benefits under this Agreement, then any continuation of Base Salary and other compensation and benefits made to the Executive under this Section shall offset the amount of any severance benefits that are due to an Event the Executive under this Agreement. (c) For purposes of Termination, this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's service as a director employment under the provision so indicated and "Date of Termination" shall mean the date of the Bank, the Company, and any affiliate Notice of the Bank or the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes. Termination. View More

Termination for Cause. (a) The Bank may terminate the Executive's employment for Cause (a "Termination for Cause") at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period time after termination for "Cause." The term "Cause" as used herein, shall exist when there has been a good faith determination by the... Board that there shall have occurred one or more of the following events with respect to the Executive: (1) willful dishonesty in performing Executive's duties on behalf of the Bank; 8 (2) material incompetence in performing Executive's duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (8) material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive Executive, together with his counsel, to be heard before the Board), finding that Board of Directors. The following, as determined by the Board of Directors in its reasonable judgment, shall constitute Cause for termination of employment: (i) the good faith opinion Executive's deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive's duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging by the Executive was guilty of conduct described above in illegal or gross misconduct which is materially and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver demonstrably injurious to the Executive a Notice of Termination, as more fully described in Section 10 below. (b) Bank or the Company. 3 For purposes of this Section 8, provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the direction Board of Directors or a senior officer of the Board Bank, or based upon the advice of counsel for the Bank Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. 9 9. RESIGNATION FROM BOARDS OF DIRECTORS. Notwithstanding the foregoing, the Executive shall not be deemed to have been discharged for "Cause" unless and until there shall have been delivered to him a copy of a certification by the Clerk of the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to be Cause. In the event of Executive's termination a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in Section 6.2 of employment due this Agreement. 6.2 Termination of Obligations. In the event of a Termination for Cause pursuant to this Section 6, the term of this Agreement shall terminate and the Bank shall pay to the Executive an Event amount equal to the sum of Termination, Executive's service (a) the base salary or other compensation earned through the date of termination, plus (b) any other compensation and benefits as a director may be provided in accordance with the terms and provisions of any applicable plans and programs of the Bank, the Company, and any affiliate Bank. All other obligations of the Bank or under this Agreement shall terminate as of the Company shall immediately terminate. This Section 9 shall constitute a resignation notice for such purposes. date of termination. View More