Termination For Cause

Termination For Cause. A finding by the Board of the Service Provider's: (i) commission of any act of fraud, insubordination, misappropriation or personal dishonesty relating to or involving the Company in any material way; (ii) gross negligence; (iii) violation of any express direction of the Company or any material violation of any rule, regulation, policy or plan established by the Company from time to time regarding the conduct of its employees or its business, if any such violation is not remedied by the Service... Provider within thirty (30) days of receiving notice of such violation from the Company; (iv) disclosure or use of confidential information of the Company, other than as required in the performance of the Service Provider's duties; (v) actions that cause substantial economic damage to the Company or substantial injury to the business reputation of the Company; (vi) conviction of a crime constituting a felony or any other crime involving moral turpitude or, in the event of no conviction, the presence of a substantial weight of credible evidence indicating that the Service Provider has committed such a crime; or (vii) the Service Provider's use of any unlawful controlled substance or use of alcohol to an extent that such use of alcohol interferes with the performance of the Service Provider's duties View More

Termination For Cause. Termination because of, in the good faith determination of the Board: (1) the conviction of the Officer of a felony or of any lesser criminal offense involving moral turpitude; (2) the willful commission by the Officer of a criminal or other act that, in the judgment of the Board or the President and Chief Executive Officer will likely cause substantial economic damage to the Company, the Bank or any subsidiary or substantial injury to the business reputation of the Company, the Bank or any... subsidiary; (3) the commission by the Officer of an act of fraud in the performance of his duties on behalf of the Company, the Bank or any subsidiary; (4) the continuing willful failure of the Officer to perform his duties to the Company, the Bank or any subsidiary (other than any such failure resulting from the Officer's incapacity due to physical or mental illness) after written notice thereof; (5) a material breach by the Officer of the Bank's Code of Ethics; or (6) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Officer's employment with the Bank or the Company. A determination of whether Officer's employment shall be terminated for Cause shall be made at a meeting of the Board called and held for such purpose, at which the Board makes a finding that in good faith opinion of the Board an event set forth in clauses (1), (2), (3), (4), (5), or (6) above has occurred and specifying the particulars thereof in detail. In no event shall the aggregate payments to be made or afforded to the Officer under this Agreement (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer's "base amount", as determined in accordance with Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under this Agreement. View More

Termination For Cause. (f) Termination for Cause shall be limited to a good faith finding by resolution of the Compensation Committee of the Board, setting forth the particulars thereof. Any such action shall be taken at a regular or specially called meeting of the Compensation Committee of the Board, after a minimum 10 days' notice thereof to Employee, with termination of Employee's employment with the Company for Cause listed as an agenda item. Employee will be given a reasonable opportunity to be heard at such... meeting with counsel present if Employee desires. Any such resolution shall be final and binding. Upon termination of employment by the Company for Cause, no further compensation or benefits shall accrue or be payable to Employee by the Company, except for any compensation, bonus or other benefits which have accrued to Employee prior to the date of any such termination. Nothing herein shall be construed to prevent the Company from terminating Employee's employment at any time for any reason or for no reason. View More

Termination For Cause. A termination due to malfeasance, embezzlement or fraud, termination under the terms of any Employment Agreement between the Company and the Participant or such other act the Committee determines is equivalent to such acts.

Termination For Cause. Termination for Cause shall mean termination, in good faith, by the Chief Executive Officer or the Board, due to: (i) Officer being convicted of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Officer of a criminal or other act that, in the judgment of the Board, would likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the... Officer of any act of fraud in the performance of her duties on behalf of the Company or Bank or a material violation of the Company's or the Bank's code of ethics; (iv) the continuing willful failure of the Officer to perform her duties to the Company or the Bank (other than any such failure resulting from the Officer's incapacity due to physical or mental illness) after written notice thereof has been given to Officer by the Board (specifying the particulars thereof in reasonable detail) and Officer has been given a reasonable opportunity to be heard and cure such failure; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Officer's employment by the Company or the Bank. For purposes of this clause, no act, or the failure to act, on Officer's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interests of the Bank or its affiliates. Notwithstanding the foregoing, the Bank may not terminate Officer for Cause unless and until there shall have been delivered to Officer 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 of the Board at a meeting of the Board called and held for that purpose, finding that in the good faith opinion of the Board, Officer was guilty of conduct justifying Termination for Cause. Officer shall not have the right to receive compensation or other benefits for any period after Termination for Cause. Officer shall not, as a result of Termination for Cause, forfeit rights to compensation or benefits, including benefits under qualified or non-qualified retirement or deferred compensation plans or programs, if any, earned and vested as of the date of such termination. View More

Termination For Cause. A termination of Executive's employment by the Company due to Executive's: (1) willful and material failure to perform or observe (other than by reason of Disability as contemplated in Paragraph 13), or gross negligence in the performance of, any of the terms or provisions of this Agreement, including the failure of Executive to follow the reasonable written directions of Company's Board of Directors, and any breach of his agreements and covenants with the Company as described in Paragraphs 5,... 6, 7 or 8 hereof; or (2) dishonesty, including fraud, a breach of fiduciary duty or misconduct on the part of Executive, that is or is reasonably likely to cause material damage to the business or reputation of Company; or (3) conviction (or a plea of nolo contendere or similar plea) of a felony or any crime involving moral turpitude; or (4) failure to perform duties due to abuse of alcohol or drugs; or (5) misappropriation of funds or property of the Company; or (6) failure to comply with the significant provisions of the Company's policies as specified in the Employee Handbook, or as otherwise adopted by the Board and provided to Executive, applicable to Executive and then in effect. View More

Termination For Cause. An involuntary termination of Employee's employment for (i) Employee's willful misconduct or gross negligence which, in the good faith judgment of the Board, has a material adverse impact on the Company (either economically or on its reputation); (ii) Employee's conviction of, or pleading of guilty or nolo contendere to, a felony or any crime involving fraud; (iii) Employee's breach of his fiduciary duties to the Company; (iv) Employee's failure to attempt in good faith to perform his duties or... to follow the written legal direction of the CEO, which failure, if susceptible of cure, is not remedied within 15 days of written notice from the Board specifying the details thereof; and (v) any other material breach by Employee of this Agreement, the Company's written code of conduct, written code of ethics or other written policy that is not remedied within 15 days of written notice from the CEO specifying the details thereof View More

Termination For Cause. A termination of the Employee's employment by the Company for one or more of the following reasons: (i) the substantial and continuing failure or refusal of the Employee, after notice thereof, to perform his or her job duties and responsibilities (other than failure or refusal resulting from incapacity due to physical disability or mental illness); (ii) disloyalty, gross negligence, willful misconduct, or breach of fiduciary duty to the Company; (iii) the commission of an act of embezzlement,... misappropriation or fraud; (iv) deliberate disregard of the rules or policies of the Company which results in direct or indirect material loss, damage or injury to the Company; (v) the unauthorized disclosure of any confidential, proprietary and/or trade secret information of the Company or its customers; (vi) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to break a contract with the Company; (vii) the material breach of any written agreement between the Employee and the Company, including, but not limited to, the Employment and Confidentiality Agreement between the Employee and the Company; or (viii) the conviction, or plea of nolo contendere, by the Employee of a felony. View More

Termination For Cause. For the purposes of this Agreement, a termination of Executive's employment for 'Cause' means a termination of Executive's employment by the Company based upon a good faith determination by the President that one or more of the following has occurred: a) Executive's commission of a material act of fraud with respect to the Company in connection with Executive carrying out his responsibilities as an employee, b) Executive's conviction of, or plea of nolo contendere to, a felony, c) Executive's... gross misconduct in connection with the performance of his duties hereunder, or d) Executive's material breach of his obligations under this Agreement; provided, however, that with respect to clauses c) and d), the Company must first give Executive a written notice and explanation specifying the basis for the President's determination of the existence of 'Cause' for termination and then provide Executive with at least thirty (30) days after delivery of such written notice and explanation to cure the alleged basis for the President's determination. View More