Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company may terminate the Executive's status as an employee for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "Cause" shall mean (i) the willful and continuing failure by the Executive to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bank. For purposes of this Agreement, an act or failure to act on the Executive's part shall be considered "willful" if done or omitted to be done without a reasonable belief that such action or omission was in, or not opposed to, the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee ------------------------ employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement dated as of January 29, 1996 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude; or iv. Willful failure of Employee to meet specific performance criteria, reasonably appropriate to Employee's position, as such criteria are approved by the President from time to time. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The During the Period of Employment, the Company may terminate the Executive's status as an employee ’s employment immediately for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "“Cause" shall mean (i) the willful and continuing failure by the Executive to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bank. .” For purposes of this Agreement, an “Cause” means (a) a material breach of this Agreement by the Executive or the gross neglect of the Executive’s duties hereunder (after the provision to the Executive by the Company of written notice reasonably specifying the breach and/or performance deficiency and thirty (30) days to cure such breach), (b) the Executive’s willful misconduct or gross negligence, which is demonstrably and materially injurious to the Company monetarily or otherwise, or (c) the Executive’s engaging in egregious misconduct involving serious moral turpitude to the extent that the Executive’s credibility and reputation no longer conforms to the standards of employees of the Company employed in a similar level or position. For purposes of this definition, no act or failure to act on the Executive's part of the Executive shall be considered "“willful" if done ” unless it is done, or omitted to be done done, by the Executive in bad faith or without a reasonable belief that such the Executive’s action or omission was in, or not opposed to, in the best interests interest of the Company or the BankCompany. Any act act, or failure to act by the Executive that is act, based upon authority direction given pursuant to in a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done done, or omitted to be done done, by the Executive with a reasonable belief that such action was in, or not opposed to, in good faith and in the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (. The foregoing notwithstanding, the Company may not counting terminate the Executive’s employment for Cause, and any purported termination by the Company of Executive’s employment shall be presumed other than for Cause, unless (i) a determination that Cause exists is made and approved by at least a meeting 3/4ths majority of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or the Executive is given at least seven (7) days written notice of the Board meeting called to make such determination, including written notice of the particulars purporting to establish Cause and (iii) of this paragraph the Executive and specifying his legal counsel are given the particulars thereofopportunity to address that meeting.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement dated as of April 1, 1997 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The Company may shall have the right to terminate the Executive's status as an employee ’s employment at any time upon delivery of written notice of termination for Cause by notifying (as defined below) to Executive (which notice shall specify in reasonable detail the Executivebasis upon which such termination is made), in writing, such employment to terminate immediately upon delivery of such termination notice unless otherwise specified by the Board of the Company if the Board (excluding Executive) determines in accordance with Section 5(e). As used herein, "Cause" shall mean good faith that Executive: (i) has misappropriated, stolen or embezzled funds or property from the willful and continuing failure by the Executive to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability Company or an affiliate of the type specified Company or secured or attempted to secure personally any profit in Section 5(b)) within a reasonable period connection with any transaction entered into on behalf of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member Company or representative any affiliate of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction has been convicted of a felony or entered a plea of “nolo contendre” which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Company’s (or any of its affiliate’s) business, customer or supplier relations, financial condition or prospects, (iii) the willful engaging by the Executive has neglected his duties hereunder in gross misconduct injurious a manner resulting in demonstrable adverse consequences to the Company (it being understood that the mere failure to achieve any performance target in any Value Creation Plan or other financial or operating plan for the Bank. For Company will not be a basis for a determination of “neglect of duties” for purposes of this Agreementclause (iii)); provided that prior to any termination pursuant to this clause (iii), an act or the General Partner shall provide Executive with (A) prior written notice describing such failure to act on perform, (B) an opportunity to cure such failure to perform within 30 days after Executive’s receipt of such written notice from the Executive's part shall be considered "willful" if done or omitted to be done without General Partner and (C) a reasonable belief that such action or omission was in, or not opposed to, the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executiveopportunity, together with his counsel, to be heard before address the Company's Board)Board with regard to the validity of its determination that Cause for termination exists, finding that (iv) has materially violated a provision of Section 4 hereof, or (v) has willfully violated or breached any provision of this Agreement in any material respect or violated any material law or regulation to the good faith opinion material detriment of the Company's Board the Executive was guilty Company or any affiliate of the conduct set forth Company or its business (collectively, “Cause”). In the event that Executive’s employment is terminated for Cause, Executive shall be entitled to receive only the payments referred to in clauses (i), (iiSection 3.3(e) or (iii) of this paragraph and specifying the particulars thereofhereof.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement dated as of May 9, 1996 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee ------------------------ employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement of even date herewith between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude; or iv. Willful failure of Employee to meet specific performance criteria, reasonably appropriate to Employee's position, as such criteria are approved by the President from time to time. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement dated as of June 17, 1997 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The This Agreement may be terminated by the Company may terminate by written notice to the Executive's status as an employee for Cause by notifying Employee ("Notice of Termination") upon the Executive, in writing, occurrence of such termination in accordance with Section 5(e). As used herein, any of the following events (each of which shall constitute "Cause" shall mean (i) the for termination): 1. The willful and continuing continued failure by the Executive Employee substantially to perform his or her duties and obligations to the duties contemplated by this Agreement Company (other than any such failure resulting from a certified disability of the type specified in Section 5(bhis or her incapacity due to physical or mental illness)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) ; 2. the willful engaging by the Executive Employee in gross misconduct which is materially injurious to the Company or Company; 3. the Bankcommission by the Employee of a felony; 4. the commission by the Employee of a crime against the Company. For purposes of this AgreementSection 5(c), an no act or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done willful unless done, or omitted to be done done, by the Employee in bad faith and without a reasonable belief that such his action or omission was in, or not opposed to, in the best interests interest of the Company or the BankCompany. Any act or failure to act Determination of Cause shall be made by the Executive that is based upon authority given pursuant to Board of Directors in its sole discretion. In the event the Company determines the occurrence of any of the events noted above Employee shall have be provided a resolution duly adopted by notice from the Company's Board or based upon of Directors no less than 30 days prior to the advice effective date of counsel such termination stating that any event that had occurred constitutes Cause and that the Board of Directors intends to terminate Employee's employment for Cause pursuant to this Section 5(c) and describing in reasonable detail, the reasons therefor, and Employee shall have had the opportunity to cure such Cause. In the event the employment by the Company of the Employee is terminated pursuant to this Section 5(c), the Employee shall be presumed entitled to the Base Salary through the Date of Termination and benefits otherwise due and payable or to be done or omitted provided to be done by the Executive with a reasonable belief that such action was inEmployee through the Date of Termination. The Options and other long-term incentive awards, or not opposed toexcluding those currently exercisable, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to exercised at any time on or after the Executive a copy Date of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereofTermination.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement dated as of October 1, 1993 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The Company may terminate the Executive's status as an employee ’s employment hereunder for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "Cause" shall mean (i) the willful and continuing failure by the Executive to perform the duties contemplated by this Agreement (other than at any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered upon notice to the Executive by a duly authorized member or representative setting forth in reasonable detail the nature of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the BankCause. For purposes of this Agreement, an act or failure to act on the Executive's part “Cause” shall be considered "willful" if done limited to: (i) Executive’s indictment, charge or omitted to be done without a reasonable belief that such action or omission was inconviction of, or not opposed plea of nolo contendere to, the best interests of (A) a felony or any crime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitude that might be reasonably expected to, or does, adversely effect the Company or any of its Affiliates; (ii) Executive’s gross negligence or willful misconduct with regard to the Bank. Any act Company or any of its Affiliates, including but not limited to its Immediate Affiliates, which has a material adverse impact on the Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a lawful written directive of the Board or its designee within the scope of the Executive’s duties hereunder which in either case remains uncured or continues after twenty (20) days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of dishonesty related to the Company or any of its Affiliates; (v) any representations or warranties of the Executive under this Agreement that there is no legal impediment to employment, no disclosure of third party confidential information and no breach of any existing employment agreement prove false in a material respect; provided that Executive has been provided with written notification of any of the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive that is based upon authority given pursuant to a resolution duly adopted by within twenty (20) days of the Company's Board or based upon ’s written notification to the advice Executive of counsel for such breach. In the event of such termination, the Company shall be presumed have no obligation to be done or omitted to be done the Executive under this Agreement other than provision of Final Compensation. Any equity in the LLC held by the Executive with a reasonable belief that such action was in, or not opposed toon the Date of Termination hereunder shall be governed by the terms of the Unit Certificate, the best interests Plan and the LLC Agreement, as applicable. The definition of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct “Cause” set forth in clauses (i), (iithis Section 5(c) or (iii) shall supersede the definition of this paragraph and specifying “Cause” in the particulars thereof2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such supersession.

By the Company for Cause. The Company may may, by written notice to Executive, terminate the Employment Period and Executive's status as an employee ’s employment hereunder for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e)Cause. As used herein, "“Cause" ” shall mean (i) the conviction of Executive of a felony (other than a violation of a motor vehicle or moving violation law) or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive’s voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of any Group Company funds in the course of his employment; or (iii) Executive’s willful and continuing failure refusal to carry out specific directions of the Board, the managing member of the Company or the board of directors or managing member, as applicable, of any other Group Company of which Executive is an officer, which directions shall be consistent with the provisions hereof; or (iv) Executive’s committing any act of gross negligence or intentional misconduct in the performance or non-performance of his duties hereunder; or (v) any material breach by the Executive to perform the duties contemplated by of any material provision of this Agreement (other than any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered reasons related only to the Executive by a duly authorized member or representative business performance of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bankbusiness results achieved by Executive). For purposes of this AgreementSection 4(c), an no act or failure to act on the Executive's ’s part shall be considered "willful" to be reason for termination for Cause if done done, or omitted to be done without a done, by Executive in good faith and with the reasonable belief that such the action or omission was in, or not opposed to, in the best interests of the Company Company, and no event described in clauses (iii), (iv) or the Bank. Any act or failure (v) shall constitute Cause unless Executive has failed to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by cure such event within 15 days after receiving written notice thereof from the Company's Board or based upon . Upon the advice termination of counsel Executive’s employment for Cause, the Company shall be presumed pay to be done or omitted to be done by Executive the Accrued Rights, and Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may shall not be terminated for Cause unless and until there shall have been delivered entitled to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereofany severance payments.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreements dated as of April 1, 1997 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude; or iv. Willful failure of Employee to meet specific performance criteria, reasonably appropriate to Employee's position, as such criteria are approved by the President from time to time. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board . With the exception of Section (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Boardc)(iii), finding that for which there will be no cure period, Employee will be granted thirty (30) days in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) which to cure an alleged breach of this paragraph and specifying the particulars thereofAgreement.

By the Company for Cause. The Company may terminate the Executive's status as an employee ’s employment hereunder for Cause by notifying the Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "Cause" shall mean (i) the willful and continuing failure by the Executive to perform the duties contemplated by this Agreement (other than at any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered upon notice to the Executive by a duly authorized member or representative setting forth in reasonable detail the nature of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the BankCause. For purposes of this Agreement, an act or failure to act on the Executive's part “Cause” shall be considered "willful" if done limited to: (i) Executive’s indictment, charge or omitted to be done without a reasonable belief that such action or omission was inconviction of, or not opposed plea of nolo contendere to, the best interests of (A) a felony or any crime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitude that might be reasonably expected to, or does, adversely effect the Company or any of its Affiliates; (ii) Executive’s gross negligence or willful misconduct with regard to the Bank. Any act Company or any of its Affiliates, including but not limited to its Sports Affiliates, which has a material adverse impact on the Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a lawful written directive of the Board or its designee within the scope of the Executive’s duties hereunder which in either case remains uncured or continues after twenty (20) days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, fraud or any material act of dishonesty related to the Company or any of its Affiliates; (v) any representations or warranties of the Executive under this Agreement that there is no legal impediment to employment, no disclosure of third party confidential information and no breach of any existing employment agreement prove false in a material respect; provided that Executive has been provided with written notification of any of the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; or (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive that is based upon authority given pursuant to a resolution duly adopted by within twenty (20) days of the Company's Board or based upon ’s written notification to the advice Executive of counsel for such breach. In the event of such termination, the Company shall be presumed have no obligation to be done or omitted to be done the Executive under this Agreement other than provision of Final Compensation. Any equity in the LLC held by the Executive with a reasonable belief that such action was in, or not opposed toon the Date of Termination hereunder shall be governed by the terms of the Unit Certificate, the best interests Plan and the LLC Agreement, as applicable. The definition of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct “Cause” set forth in clauses (i), (iithis Section 5(c) or (iii) shall supersede the definition of this paragraph and specifying “Cause” in the particulars thereof2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such supersession.

By the Company for Cause. The Company may may, for Cause, terminate the Executive's status as an employee for Cause ’s employment hereunder at any time by notifying the written notice to Executive, in writing, of such termination in accordance with Section 5(e). As used herein, "Cause" shall mean (i) the willful and continuing failure by the Executive to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability of the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bank. For purposes of this Agreement, an act the term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or misappropriation of funds of the Company, (ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform her duties as Executive Vice President of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Intellectual Property Agreement referred to in Section 11 below, (vi) conviction of, or Executive’s plea of guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, or (vii) material breach (not covered by clauses (i) through (vi) of this paragraph) of any of the other provisions of this Agreement; provided, that, in the case of subclauses (ii), (iii) or (vii), Cause shall not exist if the act or omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after written notice thereof to Executive by the Company. For purposes of the foregoing, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" if done ” unless done, or omitted to be done done, by Executive other than in good faith, and without a reasonable belief that such her action or omission was in, or not opposed to, in furtherance of the best interests of the Company or Company. In the Bank. Any act or failure to act by event of the Executive that is based upon authority given pursuant to a resolution duly adopted by termination of Executive’s employment under this Section 6(a) for Cause, the Company's Board or based upon Employment Term shall end on the advice day of counsel for such termination and the Company shall be presumed pay to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counselno later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to be heard before Executive at the Company's Board)date of such termination; and (ii) any amounts owing, finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct but not yet paid, pursuant to Section 5 hereof. Except as specifically set forth in clauses (i)Section 9 hereof, (ii) or (iii) of the Company shall have no further obligations to Executive under this paragraph and specifying the particulars thereof.Agreement

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee ------------------------ employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or the BankEmployee Confidentiality and Inventions Agreement dated as of May 9, 1996 between the Company and Employee (the "Confidentiality and Inventions Agreement"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude; or iv. Willful failure of Employee to meet specific performance criteria, reasonably appropriate to Employee's position, as such criteria are approved by the Board or the Chairman from time to time. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.

By the Company for Cause. The Company may terminate Employees employment for cause (as defined below) at any time upon written notice to the Executive's status as an employee for Cause by notifying the Executive, in writing, of such termination Employee in accordance with the procedures described below. Upon termination for cause, the Company shall pay employee the compensation to which she is entitled under Section 5(e)4 (including any accrued but unpaid vacation time) through the effective date of the termination, and thereafter the Company's obligations hereunder shall terminate. As used herein, "Cause" Termination shall mean be for cause if: (i) Employee misappropriates significant monies or significant assets or properties of the willful Company; (ii) Employee is convicted of felony involving moral turpitude, and continuing failure by the Executive time for appeal has elapsed; or (iii) Employee intentionally and continually fails substantially to perform the her reasonably assigned duties contemplated by this Agreement (other than any a failure resulting from the Employees incapacity due to physical or mental illness or from the assignment to the employee of duties that would constitute a certified disability of the type specified in Section 5(bgood reason, as defined below)) within , which failure continues for a reasonable period of time at least 30 days after a written notice of demand for substantial performance as delivered to the Executive performance, signed by a duly authorized member or representative officer of the Company's Board which specifically identifies , has been delivered to the Employee specifying the manner in which it is alleged that the Executive Employee has not failed substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious to the Company or the Bank. perform: For purposes of this Agreement, an act no act, nor failure to act, on the Employees part, shall be considered "intentional" unless the Employee has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that the Employees action or failure to act on the Executive's part shall be considered "willful" if done or omitted to be done without a reasonable belief that such action or omission was in, or not opposed to, in the best interests interest of the Company or the BankCompany. Any act act, or failure to act by the Executive that is act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or upon the instruction of the Company's Chairman of the Board or Chief Executive Officer based upon the advice advise of counsel for the Company shall be conclusively presumed to be done done, or omitted to be done done, by the Executive with a reasonable belief that such action was in, or not opposed to, Employee in good faith and in the best interests interest of the Company or Company. The termination of employment of the Bank. Notwithstanding the foregoing, the Executive's employment may Employee shall not be terminated deemed to be for Cause cause under this subparagraph unless and until there shall have been delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths 2/3 of the entire membership Board of the Company's Board (not counting the Executive) Directors at a meeting of the Company's Board called and held for the such purpose (after reasonable notice is provided to the Executive Employee and an opportunity for the ExecutiveEmployee is given the opportunity, together with his counsel, to be heard before the Company's Board)) finding that, finding that in the good faith opinion of the Company's Board of Directors, the Executive was Employee is guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph described above and specifying the particulars thereofthereof in detail.

By the Company for Cause. The Company may terminate the ExecutiveEmployee's status as an employee ------------------------ employment hereunder for Cause by notifying at any time upon written notice to Employee setting forth in reasonable detail the Executive, in writing, nature of such termination in accordance with Section 5(e)Cause. As used hereinThe following, "Cause" shall mean (i) the willful and continuing failure as determined by the Executive Board, shall constitute Cause for termination by the Company: i. Employee's willful failure to perform the duties contemplated by this Agreement (other than any failure resulting from a certified disability by reason of disability), or gross negligence in the type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or representative of the Companyof, Employee's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) the conviction of a felony or (iii) the willful engaging by the Executive in gross misconduct injurious duties and responsibilities to the Company or any of its Affiliates; or ii. Material breach by Employee of any provision of this Agreement or of any obligation (contractual or at common law) of confidentiality owed to the BankCompany or any of its Affiliates (a "Confidentiality Obligation"); or iii. Fraud, embezzlement or other material dishonesty on the part of Employee with respect to the Company or any of its Affiliates or conviction of or plea of nolo contendere by Employee to a felony or any crime involving moral turpitude; or iv. Willful failure of Employee to meet specific performance criteria, reasonably appropriate to Employee's position, as such criteria are approved by the Board from time to time. Upon the giving of notice of termination of Employee's employment hereunder for Cause, the Company shall have no further obligation or liability to Employee, other than for Base Salary earned and unpaid at the date of termination. For purposes of this Agreement, an act no act, or failure to act act, on the ExecutiveEmployee's part shall be considered "willful" if done unless such act, or omitted failure to be done act, was not in good faith and was without a reasonable belief that such Employee's action or omission was in, or not opposed to, in the best interests of the Company or the Bank. Any act or failure to act by the Executive that is based upon authority given pursuant to a resolution duly adopted by the Company's Board or based upon the advice of counsel for the Company shall be presumed to be done or omitted to be done by the Executive with a reasonable belief that such action was in, or not opposed to, the best interests of the Company or the Bank. Notwithstanding the foregoing, the Executive's employment may not be terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership interest of the Company's Board (not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith opinion of the Company's Board the Executive was guilty of the conduct set forth in clauses (i), (ii) or (iii) of this paragraph and specifying the particulars thereof.