Common use of Board Termination Procedure Clause in Contracts

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 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 or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board, the Bank shall notify the Executive that the Bank intends to terminate the Executive’s employment for Cause under this Section 6 (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 act or acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of 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 Bank (with pay to the extent not prohibited by applicable law). 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 meeting for any reason, the Executive’s employment by the Bank shall, immediately upon the closing for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6, the Executive’s employment with the Bank shall, on the thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.

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 Bank’s '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 or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board, the Bank shall notify the Executive that the Bank intends to terminate the Executive’s 's employment for Cause under this Section 6 (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 act acts or actsomissions. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of 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 Bank (with pay to the extent not prohibited by applicable law). 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 meeting for any reason, the Executive’s 's employment by the Bank shall, immediately upon the closing for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 66.3, the Executive’s 's employment with the Bank shall, on the thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.

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 '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 or and/or omissions of the Executive. In the event of such a confirmation by two-thirds -7- 8 or more of the Board, the Holding Company or the Bank shall notify the Executive that the Bank intends to terminate the Executive’s 's employment for Cause under this Section 6 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 act acts or acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank receives the Opportunity Notice from the Executive)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 meeting for any reason, the Executive’s 's employment by the Holding Company and/or the Bank shall, immediately upon the closing for of such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 62.7.2, the Executive’s 's employment with the Holding Company and/or the Bank shall, on the thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 62.7.

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 Holding Company industry generally and the ultimate existence of Cause must be confirmed by not less than two-thirds of the Board at as a meeting prior to any termination therefor; provided, however, that it shall be the Bank’s Holding Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Bank Holding Company shall have alleged are violated by such acts or and/or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board, the Bank Holding Company shall notify the Executive that the Bank Holding Company intends to terminate the Executive’s 's employment for Cause under this Section 6 2.5 (the “Confirmation Notice”"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 Holding Company in writing (the “Opportunity Notice”"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 act acts or acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank receives the Opportunity Notice from the Executive)omissions. Such meeting shall take place at the principal offices of the Bank Holding Company or such other location as agreed to by the Executive and the BankHolding Company. During the period commencing on the date the Bank Holding Company 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 Bank Holding Company (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 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 meeting for any reason, the Executive’s 's employment by the Bank Holding Company shall, immediately upon the closing for of such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 62.5(b), the Executive’s 's employment with the Bank Holding Company shall, on the thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 62.5.

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 Bank’s Holding Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Bank Holding Company shall have alleged are violated by such acts or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board, the Bank Holding Company shall notify the Executive that the Bank Holding Company intends to terminate the Executive’s 's employment for Cause under this Section 6 (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 Holding Company 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 act or acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank Holding Company receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of the Bank Holding Company or such other location as agreed to by the Executive and the BankHolding Company. During the period commencing on the date the Bank Holding Company 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 Bank Holding Company (with pay to the extent not prohibited by applicable law). 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 meeting for any reason, the Executive’s 's employment by the Bank Holding Company shall, immediately upon the closing for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6, the Executive’s 's employment with the Bank Holding Company shall, on the thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.

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 Bank’s Holding Company's burden to prove the alleged facts and omissions and the prevailing nature of the standards the Bank Holding Company shall have alleged are violated by such acts or omissions of the Executive. In the event of such a confirmation by two-thirds or more of the Board, the Bank Holding Company shall notify the Executive that the Bank Holding Company intends to terminate the Executive’s 's employment for Cause under this Section 6 (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 Holding Company 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 act or acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank Holding Company receives the Opportunity Notice from the Executive). Such meeting shall take place at the principal offices of the Bank Holding Company or such other location as agreed to by the Executive and the BankHolding Company. During the period commencing on the date the Bank Holding Company 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 Bank Holding Company (with pay to the extent not prohibited by applicable law). 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 meeting for any reason, the Executive’s 's employment by the Bank Holding Company shall, immediately upon the closing for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 64, the Executive’s 's employment with the Bank Holding Company shall, on the thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.

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 or 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 6 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 act acts or acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than forty-five (45) days after the Bank receives the Opportunity Notice from the Executive)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 meeting for any reason, the Executive’s employment by the Holding Company and/or the Bank shall, immediately upon the closing for of such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 62.7.2, the Executive’s employment with the Holding Company and/or the Bank shall, on the thirty-–first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 62.7.