Board Termination Procedure Clause Samples

Board Termination Procedure. In each case, in determining Cause the alleged acts or omissions of the Executive shall be measured against standards prevailing in the banking industry generally and the ultimate existence of Cause must be confirmed by not less than two-thirds of the Board at a meeting prior to any termination therefor; provided, however, that it shall be the Holding Company’s or the Bank’s burden to prove the alleged facts and omissions and the prevailing nature of the standards the Bank shall have alleged are violated by such acts and/or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board, the Holding Company or the Bank shall notify the Executive that the Bank intends to terminate the Executive’s employment for Cause under this Section 2.7 (the “Confirmation Notice”). The Confirmation Notice shall specify the acts or omissions upon the basis of which the Board has confirmed the existence of Cause and must be delivered to the Executive within ninety (90) days after a majority of the Board (excluding, if applicable, the Executive) has actual knowledge of the events giving rise to such purported termination. If the Executive notifies the Bank in writing (the “Opportunity Notice”) within thirty (30) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Board (or a sufficient quorum thereof) to discuss such acts or omissions. Such meeting shall take place at the principal offices of the Holding Company or the Bank or such other location as agreed to by the Executive and the Bank. During the period commencing on the date the Bank receives the Opportunity Notice and ending on the date next succeeding the date on which such meeting between the Board (or a sufficient quorum thereof) and the Executive is scheduled to occur and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Holding Company or the Bank (with pay to the extent not prohibited by applicable law), and the Board may, during such suspension period, reasonably limit the Executive’s access to the principal offices of the Holding Company or the Bank or any of its assets. If the Board properly sets the date of such meeting and if the Board (or a sufficient quorum thereof) attends such meeting and in good faith does not rescind its confirmation of Cause at such meeting or if the Executive fails to attend such me...