Termination for Cause Clause Example with 21 Variations from Business Contracts

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 Boar...d 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. 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

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 Boar...d 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 majority 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. 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 a majority 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

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." (b) The term termination for "Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occ...urred one or more mean termination because of the following events with respect to the Executive: (1) Executive's: (i) personal dishonesty; (ii) incompetence; (iii) 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; (iv) breach of fiduciary duty 8 involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) (v) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties; (vi) 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) (vii) 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 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 her 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, 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 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 for such purposes. 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." (b) The term termination for "Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occ...urred one or more mean termination because of the following events with respect to the Executive: (1) Executive's: (i) personal dishonesty; (ii) incompetence; (iii) 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; (iv) breach of fiduciary duty 8 involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) (v) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties; (vi) 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) (vii) 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 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, 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 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 for such purposes. 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." (b) The term termination for "Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occ...urred one or more mean termination because of the following events with respect to the Executive: (1) Executive's: (i) personal dishonesty; (ii) incompetence; (iii) 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; (iv) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; (6) (v) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) duties; (vi) 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) (vii) 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 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 her 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, 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 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 for such purposes. View More

Termination for Cause. (a) The Bank Association 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, shall exist when there has been a good faith determination by the Board that there shall have occurred on...e 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 personal dishonesty; (2) material incompetence in performing Executive's duties on behalf of the Bank; incompetence; (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; misconduct; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Association's Code of Ethics; (6) material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the reputation of the Association; (7) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) (8) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, Association, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (8) -8- (9) 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 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 her 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, 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. Association. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank Association 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 of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. Association. This Section 9 shall constitute a resignation notice for such purposes. View More

Termination for Cause. (a) The Bank Association 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, shall exist when there has been a good faith determination by the Board that there shall have occurred on...e 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 personal dishonesty; (2) material incompetence in performing Executive's duties on behalf of the Bank; incompetence; (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; misconduct; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Association's Code of Ethics; (6) material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the reputation of the Association; 8 (7) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) (8) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, Association, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (8) (9) 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 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 her 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, 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. Association. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank Association 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 of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. Association. This Section 9 shall constitute a resignation notice for such purposes. View More

Termination for Cause. (a) The Bank Association 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, shall exist when there has been a good faith determination by the Board that there shall have occurred on...e 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 personal dishonesty; (2) material incompetence in performing Executive's duties on behalf of the Bank; incompetence; (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; misconduct; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Association's Code of Ethics; (6) material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the reputation of the Association; (7) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; (7) 8 (8) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, Association, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (8) (9) 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 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, 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. Association. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank Association 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 of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. Association. This Section 9 shall constitute a resignation notice for such purposes. View More

Termination for Cause. (a) The Bank may terminate the Executive's employment at any time, but any termination other than termination for "Cause," as defined herein, shall not prejudice the Executive's right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after a termination for "Cause." The term "Cause" as used herein, shall exist when there has been a good faith determination by the Board of Directors that there shall h...ave occurred one or more of the following events with respect to the Executive: (1) willful personal dishonesty in performing the Executive's performance of his duties on behalf of the Bank; 8 (2) material incompetence in performing the Executive's performance of his duties on behalf of the Bank; (3) willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Bank or injury to the business reputation of the Bank; Bank or its affiliates; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics; Ethics or similar employment policies; (6) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board; Board of Directors; (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, Bank or its affiliates, 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 the Executive of any provision of this Agreement. 9 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 of Directors at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), Board of Directors), finding that that, in the good faith opinion determination of the Board of Directors, the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board, Board of Directors, 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, Cause, the Board of Directors may suspend suspend, with pay, the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further subsequent meeting within that time frame at which the Executive shall be given the opportunity to be heard before the Board. Board of Directors. Upon a finding of Cause, the Board of Directors shall deliver to the Executive a Notice of Termination, as more fully described in Termination pursuant to Section 10. below. (b) For purposes of this Section 8, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, committed, or omitted to be done, omitted, 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 of Directors 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. In the event of Executive's termination of employment due to an Event of Termination, Executive's service as a director 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 for such purposes. View More

Termination for Cause. (a) The Bank Employer 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, shall exist when there has been a good faith determination by the Board that there shall have occurred one o...r more of the following events with respect to the Executive: (1) willful personal dishonesty in performing Executive's duties on behalf of the Bank; 8 Employer; (2) material incompetence in performing Executive's duties on behalf of the Bank; Employer; (3) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank Employer or injury to the business reputation of the Bank; Employer; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Employer'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, Employer, 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 seventy-five percent (75%) 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 9 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, 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. Employer. Any act, or failure to act, based upon the direction of the Board or based upon the advice of counsel for the Bank Employer 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 of the Bank, the Company, and any affiliate of the Bank or the Company shall immediately terminate. Employer. This Section 9 shall constitute a resignation notice for such purposes. View More