Termination For Cause

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

Termination For Cause. "Cause" for termination shall mean that, prior to any termination pursuant to Section 5(a)(i) hereof, Executive shall have committed or caused: (i) an intentional act of fraud, embezzlement or theft in connection with his duties or in the course of his employment with Employer; (ii) intentional wrongful damage to property of Employer; (iii) intentional wrongful disclosure of trade secrets or confidential information of Employer; (iv) intentional violation of any law,... rule or regulation (other than traffic violations or similar offenses) or final cease and desist order; (v) intentional breach of fiduciary duty involving personal profit; or (vi) intentional action or inaction which causes material economic harm to Employer; provided, however, that none of the actions described in clauses (i) through (vi) above shall constitute grounds for a "Cause" termination unless any such act or actions shall have been determined by the Board to have been materially harmful to Employer. For the purposes of this Agreement, no act or failure to act on the part of Executive shall be deemed "intentional" unless done or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the best interest of Employer. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters ( 3/4) of the Directors then in office at a meeting of the Directors called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with his counsel, to be heard before the Directors), finding that in the good faith opinion of the Directors, Executive had committed an act set forth above in this Section 7(a) and specifying the particulars thereof in detail. View More