By the Bank. The Bank may terminate the Term of Employment and Employee’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c) without Cause, the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “ without cause” shall be deemed to include termination of this Agreement by Employee, upon ninety (90) days’ written notice to the Bank, because the Bank, without his consent, reduces Employee’s Base Salary, removes him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have thirty (30) days in which to correct or cure any such material breach, in which case the Bank shall not be obligated to make the payments provided pursuant to this Paragraph 6(c). Upon any such termination with Cause, Employee shall have no further rights, and the Bank shall have no further obligations, under this Agreement. For purposes of this Paragraph 6(c), the Bank shall have “Cause” to terminate Employee’s employment if:
Appears in 1 contract
By the Bank. The Bank may terminate the Term of Employment and EmployeeExecutive’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c7(c) without CauseCause (other than under the circumstances described in Paragraph 8 below), Executive shall be entitled to receive from the Bank, and the Bank shall be obligated to pay or cause to be paid to Executive, continued Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (without any further extensions) at a rate equal to 100% of Executive’s Base Salary rate in effect at the time of the termination of Executive’s employment (which payments shall be made on the same schedule as EmployeeExecutive’s Base Salary was paid by the Bank during the Term of Employment). Except as provided in Paragraph 8 below, the above payment shall be in lieu of any other payments or benefits provided for in this Agreement and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under with the Bank’s health insurance plan pursuant to exception of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “ without cause” shall be deemed to include termination of this Agreement by Employeeabove payments, upon ninety (90) days’ written notice to the Bank, because the Bank, without his consent, reduces Employee’s Base Salary, removes him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have thirty (30) days in which to correct or cure any such material breach, in which case the Bank shall not be obligated to make the payments provided pursuant to this Paragraph 6(c). Upon any such termination with Cause, Employee without Cause Executive shall have no further rights, and the Bank shall have no further obligationsobligations (for any payments, benefits or otherwise), under this Agreement. Upon any such termination with Cause, Executive shall be entitled to receive Base Salary earned under this Agreement through the effective date of such termination but which remains unpaid (and which shall be paid on or before the end of the Bank’s then current pay period) and, thereafter, Executive shall have no further rights, and the Bank shall have no further obligations (for any payments, benefits or otherwise), under this Agreement. For purposes of this Paragraph 6(c7(c), the Bank shall have “Cause” to terminate EmployeeExecutive’s employment if:
(A) Executive has breached in any material respect any of the terms or conditions of this Agreement or of the Code of Conduct, or has failed in any material respect to perform or discharge his duties or responsibilities of employment in the manner provided herein (provided however, that such a breach or failure, other than a breach of the Code of Conduct, shall not give the Bank “Cause” to terminate Executive’s employment if such breach or failure is corrected or cured by Executive to the Bank’s reasonable satisfaction (which shall not be unreasonably withheld by the Bank) within 30 days following written notice thereof to Executive), or (B) Executive is engaging or has engaged in willful misconduct or conduct which is detrimental in any material respect to the business or business prospects of the Bank or Bancorp or which has had or likely will have an adverse effect on the Bank’s or Bancorp’s business or reputation;
(ii) The material violation by Executive of any applicable federal or state law, or any applicable rule, regulation, order, or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or Bancorp, including but not limited to the North Carolina Commissioner of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Board, the Securities and Exchange Commissioner, or any other regulator (a “Regulatory Authority”), that results from Executive’s negligence, willful misconduct, or intentional disregard of such law, rule, regulation, order, or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or Bancorp to their reputation;
(iii) The commission in the course of Executive’s employment with or service as an officer of the Bank or Bancorp of an act of fraud, embezzlement, theft, or proven personal dishonesty (whether or not such act or charge results in criminal indictment, charges, prosecution, or conviction);
(iv) The conviction of Executive of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Executive from serving as an employee, officer or director of, or a party affiliated with, the Bank or Bancorp; or, in the event Executive becomes unacceptable to, or is removed, suspended, or prohibited from participating in the conduct of the Bank’s or Bancorp’s affairs (or if proceedings for that purpose are commenced), by any Regulatory Authority; or
(v) The exclusion of Executive by the carrier or underwriter from coverage under the Bank’s and Bancorp’s then current “blanket bond” or other fidelity bond or insurance policy covering its or their employees, officers, and directors, or the occurrence of any event that the Bank believes, in good faith, will result in Executive being excluded from such coverage, or having coverage limited as to Executive as compared to other covered employees, officers or directors, pursuant to the terms and conditions of such “blanket bond” or other fidelity bond or insurance policy.
Appears in 1 contract
By the Bank. The Bank may terminate the Term of Employment and Employee’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c) without Cause, the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “ “without cause” shall be deemed to include voluntary termination of this Agreement by Employee, upon within ninety (90) days’ written notice following the occurrence of an event of “Good Reason” which will be deemed to the Bank, because have occurred if the Bank, without his consent, materially reduces Employee’s Base Salary, removes materially reduces his duties and responsibilities by removing him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have no obligation to make any payment to Employee following any such voluntary termination unless, (i) within thirty (30) days in following the occurrence of the event of Good Reason giving rise to his right to terminate, Employee gives written notice to the Bank which describes such event and states his intention to correct or cure any such material breachvoluntarily terminate his employment, in which case and (ii) the Bank shall not be obligated to make the payments provided pursuant to this Paragraph 6(c)have corrected, cured or remedied such event of Good Reason within thirty (30) days following its receipt of Employee’s above written notice. Upon any such termination with Cause, Employee shall have no further rights, and the Bank shall have no further obligations, under this Agreement. For purposes of this Paragraph 6(c), the Bank shall have “Cause” to terminate Employee’s employment if:
(A) Employee has breached in any material respect any of the terms or conditions of this Agreement or of the Code of Conduct, or has failed in any material respect to perform or discharge his duties or responsibilities of employment in the manner provided herein (provided however, that such a breach or failure, other than a breach of the Bank’s Code of Conduct, shall not give the Bank “Cause” to terminate Employee’s employment if such breach or failure is corrected or cured by Employee to the Bank’s reasonable satisfaction (which shall not be unreasonably withheld by the Bank) within 30 days following written notice thereof to Employee), or (B) Employee is engaging or has engaged in willful misconduct or conduct which is detrimental in any material respect to the business or business prospects of the Bank or which has had or likely will have an adverse effect on the Bank’s business or reputation;
(ii) The material violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank, including but not limited to the North Carolina Commissioner of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other regulator (a “Regulatory Authority”), that results from Employee’s negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not such act or charge results in criminal indictment, charges, prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank; or, in the event Employee becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced), by any Regulatory Authority; or,
(v) The exclusion of Employee by the carrier or underwriter from coverage under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its or their directors, officers or employees, or the occurrence of any event that the Bank believes, in good faith, will result in Employee being excluded from such coverage, or having coverage limited as to Employee as compared to other covered officers or employees, pursuant to the terms and conditions of such “blanket bond” or other fidelity bond or insurance policy.
Appears in 1 contract
By the Bank. The Bank may terminate the Term of Employment and Employee’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c) without Cause, the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “ “without causeCause” shall be deemed to include termination of this the Agreement by Employee, upon ninety (90) days’ days written notice to the Bank, because the Bank, without his consent, reduces Employee’s Base Salary, removes him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have thirty (30) days in which to correct or cure any such material breach, in which case the Bank shall not be obligated to make the payments provided pursuant to this Paragraph 6(c). Upon any such termination with Cause, Employee shall have no further rights, and the Bank shall have no further obligations, under this Agreement. For purposes of this Paragraph 6(c), the Bank shall have “Cause” to terminate Employee’s employment if:
Appears in 1 contract
By the Bank. The Bank may terminate the Term of Employment and Employee’s employment under this Agreement at any time for “Cause” (as defined below) or without Cause. Upon any such termination by the Bank under this Paragraph 6(c) without Cause, the Bank shall be obligated to pay Base Salary to Employee at his then current Base Salary rate for the then current unexpired Term of Employment hereunder (which payments shall be made on the same schedule as Employee’s Base Salary was paid by the Bank during the Term of Employment), and, if Employee chooses to exercise his rights to purchase continued health insurance coverage under the Bank’s health insurance plan pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Bank shall reimburse Employee for the cost of such continued insurance coverage for the maximum period during which such coverage is available to Employee under COBRA, but not longer than the unexpired Term of Employment hereunder, and shall have no further obligations hereunder. The term “ “without cause” shall be deemed to include voluntary termination of this Agreement by Employee, upon within ninety (90) days’ written notice following the occurrence of an event of “Good Reason” which will be deemed to the Bank, because have occurred if the Bank, without his consent, materially reduces Employee’s Base Salary, removes materially reduces his duties and responsibilities by removing him from an executive officer position, requires him to transfer his office more than 50 miles from his current principal work location, or materially breaches any term of this Agreement; provided, however, that the Bank shall have no obligation to make any payment to Employee following any such voluntary termination unless, (i) within thirty (30) days in following the occurrence of the event of Good Reason giving rise to his right to terminate, Employee gives written notice to the Bank which describes such event and states his intention to correct or cure any such material breachvoluntarily terminate his employment, in which case and (ii) the Bank shall not be obligated to make the payments provided pursuant to this Paragraph 6(c)have corrected, cured or remedied such event of Good Reason within thirty (30) days following its receipt of Employee’s above written notice. Upon any such termination with Cause, Employee shall have no further rights, and the Bank shall have no further obligations, under this Agreement. For purposes of this Paragraph 6(c), the Bank shall have “Cause” to terminate Employee’s employment if:
(A) Employee has breached in any material respect any of the terms or conditions of this Agreement or of the Code of Conduct, or has failed in any material respect to perform or discharge his duties or responsibilities of employment in the manner provided herein (provided however, that such a breach or failure, other than a breach of the Bank’s Code of Conduct, shall not give the Bank “Cause” to terminate Employee’s employment if such breach or failure is corrected or cured by Employee to the Bank’s reasonable satisfaction (which shall not be unreasonably withheld by the Bank) within 30 days following written notice thereof to Employee), or (B) Employee is engaging or has engaged in willful misconduct or conduct which is detrimental in any material respect to the business or business prospects of the Bank or which has had or likely will have an adverse effect on the Bank’s business or reputation;
(ii) The material violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order, or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank, including but not limited to the North Carolina Commissioner of Banks, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other regulator (a “Regulatory Authority”), that results from Employee’s negligence, willful misconduct, or intentional disregard of such law, rule, regulation, order, or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft, or proven personal dishonesty (whether or not such act or charge results in criminal indictment, charges, prosecution, or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank; or, in the event Employee becomes unacceptable to, or is removed, suspended, or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced), by any Regulatory Authority; or
(v) The exclusion of Employee by the carrier or underwriter from coverage under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its or their directors, officers, or employees, or the occurrence of any event that the Bank believes, in good faith, will result in Employee being excluded from such coverage, or having coverage limited as to Employee as compared to other covered officers or employees, pursuant to the terms and conditions of such “blanket bond” or other fidelity bond or insurance policy.
Appears in 1 contract
