Termination for Cause Clause Example from Business Contracts

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." "Cause" as used herein, shall exist when there has been a good faith determination by the Board of Directors that there shall have occur...red one or more of the following events with respect to the Executive: (1) personal dishonesty in the Executive's performance of his duties on behalf of the Bank; (2) incompetence in 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 or its affiliates; (4) breach of fiduciary duty involving personal profit; (5) material breach of the Bank's Code of Ethics or similar employment policies; (6) intentional failure to perform stated duties under this Agreement after written notice thereof from the 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 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 of Directors), finding that, in the good faith 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 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, the Board of Directors may suspend, with pay, the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a subsequent meeting within that time frame at which the Executive shall be given the opportunity to be heard before the Board of Directors. Upon a finding of Cause, the Board of Directors shall deliver to the Executive a Notice of Termination pursuant to Section 10. (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 committed, or 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. View More