Common use of Definition of Termination for Cause and Resignation for Good Reason Clause in Contracts

Definition of Termination for Cause and Resignation for Good Reason. (a) Xx. Xxxxxxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that Xx. Xxxxxxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to Xx. Xxxxxxxxx and a reasonable opportunity for Xx. Xxxxxxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board grounds exist for discharging Xx. Xxxxxxxxx for cause. (b) Xx. Xxxxxxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Xx. Xxxxxxxxx of any duties inconsistent with Xx. Xxxxxxxxx'x status as Chairman of the Board and Chief Executive Officer of the Bank or (B) a substantial adverse alteration in the nature or status of Xx. Xxxxxxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b); (ii) a reduction by the Bank in Xx. Xxxxxxxxx'x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area or the Bank's requiring Xx. Xxxxxxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with Xx. Xxxxxxxxx'x business travel obligations at the date first above written; (iv) the failure by the Bank, without Xx. Xxxxxxxxx'x consent, to pay to Xx. Xxxxxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the Executive; (v) the failure by the Bank to continue in effect any compensation plan in which Xx. Xxxxxxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vi) the failure by the Bank to continue to provide Xx. Xxxxxxxxx with benefits substantially similar to those enjoyed by Xx. Xxxxxxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Xx. Xxxxxxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive Xx. Xxxxxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from Xx. Xxxxxxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to Xx. Xxxxxxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by Xx. Xxxxxxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to Xx. Xxxxxxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that Xx. Xxxxxxxxx report to any person or group other than the Board; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.

Definition of Termination for Cause and Resignation for Good Reason. (a) Xx. Xxxxxxxxx'x Xxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that Xx. Xxxxxxxxx Xxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to Xx. Xxxxxxxxx Xxxxx and a reasonable opportunity for Xx. Xxxxxxxxx Xxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board grounds exist for discharging Xx. Xxxxxxxxx Xxxxx for cause. (b) Xx. Xxxxxxxxx'x Xxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Xx. Xxxxxxxxx Xxxxx of any duties inconsistent with Xx. Xxxxxxxxx'x Xxxxx'x status as Chairman of the Board First Executive Vice President and Chief Executive Financial Officer of the Bank or (B) a substantial adverse alteration in the nature or status of Xx. Xxxxxxxxx'x Xxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b); (ii) a reduction by the Bank in Xx. Xxxxxxxxx'x Xxxxx'x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area or the Bank's requiring Xx. Xxxxxxxxx Xxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with Xx. Xxxxxxxxx'x Xxxxx'x business travel obligations at the date first above written; (iv) the failure by the Bank, without Xx. Xxxxxxxxx'x Xxxxx'x consent, to pay to Xx. XxxxxxxxxXxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the Executive; (v) the failure by the Bank to continue in effect any compensation plan in which Xx. Xxxxxxxxx Xxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vi) the failure by the Bank to continue to provide Xx. Xxxxxxxxx Xxxxx with benefits substantially similar to those enjoyed by Xx. Xxxxxxxxx Xxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Xx. Xxxxxxxxx Xxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive Xx. Xxxxxxxxx Xxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from Xx. XxxxxxxxxXxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to Xx. Xxxxxxxxx Xxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by Xx. Xxxxxxxxx Xxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to Xx. XxxxxxxxxXxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that change in the position to which Xx. Xxxxxxxxx report to any person or group other than the BoardXxxxx reports; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.

Definition of Termination for Cause and Resignation for Good Reason. (a) Xx. Xxxxxxxxx'x Xxxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that Xx. Xxxxxxxxx Xxxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to Xx. Xxxxxxxxx Xxxxxx and a reasonable opportunity for Xx. Xxxxxxxxx Xxxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board grounds exist for discharging Xx. Xxxxxxxxx Xxxxxx for cause. (b) Xx. Xxxxxxxxx'x Xxxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Xx. Xxxxxxxxx Xxxxxx of any duties inconsistent with Xx. Xxxxxxxxx'x Xxxxxx'x status as Chairman of the Board President and Chief Executive Operating Officer of the Bank or (B) a substantial adverse alteration in the nature or status of Xx. Xxxxxxxxx'x Xxxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b); (ii) a reduction by the Bank in Xx. Xxxxxxxxx'x Xxxxxx'x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area or the Bank's requiring Xx. Xxxxxxxxx Xxxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with Xx. Xxxxxxxxx'x Xxxxxx'x business travel obligations at the date first above written; (iv) the failure by the Bank, without Xx. Xxxxxxxxx'x Xxxxxx'x consent, to pay to Xx. XxxxxxxxxXxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the Executive; (v) the failure by the Bank to continue in effect any compensation plan in which Xx. Xxxxxxxxx Xxxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vi) the failure by the Bank to continue to provide Xx. Xxxxxxxxx Xxxxxx with benefits substantially similar to those enjoyed by Xx. Xxxxxxxxx Xxxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Xx. Xxxxxxxxx Xxxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive Xx. Xxxxxxxxx Xxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from Xx. XxxxxxxxxXxxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to Xx. Xxxxxxxxx Xxxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by Xx. Xxxxxxxxx Xxxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to Xx. XxxxxxxxxXxxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that change in the position to which Xx. Xxxxxxxxx report to any person or group other than the BoardXxxxxx reports; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.

Definition of Termination for Cause and Resignation for Good Reason. (a) XxMx. Xxxxxxxxx'x Xxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that XxMx. Xxxxxxxxx Xxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to XxMx. Xxxxxxxxx Xxxxx and a reasonable opportunity for XxMx. Xxxxxxxxx Xxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board grounds exist for discharging XxMx. Xxxxxxxxx Xxxxx for cause. (b) XxMx. Xxxxxxxxx'x Xxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to XxMx. Xxxxxxxxx Xxxxx of any duties inconsistent with XxMx. Xxxxxxxxx'x Xxxxx'x status as Chairman of the Board First Executive Vice President and Chief Executive Financial Officer of the Bank or (B) a substantial adverse alteration in the nature or status of XxMx. Xxxxxxxxx'x Xxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b); (ii) a reduction by the Bank in XxMx. Xxxxxxxxx'x Xxxxx'x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area or the Bank's requiring XxMx. Xxxxxxxxx Xxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with XxMx. Xxxxxxxxx'x Xxxxx'x business travel obligations at the date first above written; (iv) the failure by the Bank, without XxMx. Xxxxxxxxx'x Xxxxx'x consent, to pay to XxMx. XxxxxxxxxXxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the Executive; (v) the failure by the Bank to continue in effect any compensation plan in which XxMx. Xxxxxxxxx Xxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the BankBank or (B) generally applicable to all covered employees; (vi) the failure by the Bank to continue to provide XxMx. Xxxxxxxxx Xxxxx with benefits substantially similar to those enjoyed by XxMx. Xxxxxxxxx Xxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which XxMx. Xxxxxxxxx Xxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive XxMx. Xxxxxxxxx Xxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the BankBank or (B) generally applicable to all covered employees; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from XxMx. XxxxxxxxxXxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to XxMx. Xxxxxxxxx Xxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by XxMx. Xxxxxxxxx Xxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to XxMx. XxxxxxxxxXxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that Xxchange in the position to which Mx. Xxxxxxxxx report to any person or group other than the BoardXxxxx reports; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.

Definition of Termination for Cause and Resignation for Good Reason. (a) XxMx. Xxxxxxxxx'x Xxxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that XxMx. Xxxxxxxxx Xxxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to XxMx. Xxxxxxxxx Xxxxxx and a reasonable opportunity for XxMx. Xxxxxxxxx Xxxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board grounds exist for discharging XxMx. Xxxxxxxxx Xxxxxx for cause. (b) XxMx. Xxxxxxxxx'x Xxxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to XxMx. Xxxxxxxxx Xxxxxx of any duties inconsistent with XxMx. Xxxxxxxxx'x Xxxxxx'x status as Chairman of the Board President and Chief Executive Operating Officer of the Bank or (B) a substantial adverse alteration in the nature or status of XxMx. Xxxxxxxxx'x Xxxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b); (ii) a reduction by the Bank in XxMx. Xxxxxxxxx'x Xxxxxx'x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area or the Bank's requiring XxMx. Xxxxxxxxx Xxxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with XxMx. Xxxxxxxxx'x Xxxxxx'x business travel obligations at the date first above written; (iv) the failure by the Bank, without XxMx. Xxxxxxxxx'x Xxxxxx'x consent, to pay to XxMx. XxxxxxxxxXxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the Executive; (v) the failure by the Bank to continue in effect any compensation plan in which XxMx. Xxxxxxxxx Xxxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the BankBank or (B) generally applicable to all covered employees; (vi) the failure by the Bank to continue to provide XxMx. Xxxxxxxxx Xxxxxx with benefits substantially similar to those enjoyed by XxMx. Xxxxxxxxx Xxxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which XxMx. Xxxxxxxxx Xxxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive XxMx. Xxxxxxxxx Xxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the BankBank or (B) generally applicable to all covered employees; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from XxMx. XxxxxxxxxXxxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to XxMx. Xxxxxxxxx Xxxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by XxMx. Xxxxxxxxx Xxxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to XxMx. XxxxxxxxxXxxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that Xxchange in the position to which Mx. Xxxxxxxxx report to any person or group other than the BoardXxxxxx reports; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.

Definition of Termination for Cause and Resignation for Good Reason. (a) Xx. Xxxxxxxxx'x Xxxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of any provision of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that Xx. Xxxxxxxxx Xxxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to Xx. Xxxxxxxxx Xxxxxx and a reasonable opportunity for Xx. Xxxxxxxxx Xxxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that that, in the good faith opinion of the Board Board, grounds exist for discharging Xx. Xxxxxxxxx Xxxxxx for cause. (b) Xx. Xxxxxxxxx'x Xxxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to Xx. Xxxxxxxxx Xxxxxx of any duties inconsistent with Xx. Xxxxxxxxx'x Xxxxxx'x status as Chairman of the Board President and Chief Executive Officer of the Bank Bank; or (B) a substantial adverse alteration in the nature or status of Xx. Xxxxxxxxx'x Xxxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b13 followed, within one year, by notice pursuant to Section 2(d);. (ii) a reduction by the Bank in Xx. Xxxxxxxxx'x annual base Xxxxxx'x salary as in effect on the date first above written this Agreement is made or as the same may be have been increased from time to timetime by the Board, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area of Orange County or the Bank's requiring Xx. Xxxxxxxxx Xxxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with Xx. Xxxxxxxxx'x Xxxxxx'x business travel obligations at the date first above writtenthis Agreement is made; (iv) the failure by the Bank, without Xx. Xxxxxxxxx'x Xxxxxx'x consent, to pay to Xx. XxxxxxxxxXxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the ExecutiveXx. Xxxxxx; (v) the failure by the Bank to continue in effect any compensation plan in which Xx. Xxxxxxxxx Xxxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Retirement Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vi) the failure by the Bank to continue to provide Xx. Xxxxxxxxx Xxxxxx with benefits substantially similar to those enjoyed by Xx. Xxxxxxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which Xx. Xxxxxxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive Xx. Xxxxxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from Xx. Xxxxxxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to Xx. Xxxxxxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by Xx. Xxxxxxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to Xx. Xxxxxxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that Xx. Xxxxxxxxx report to any person or group other than the Board; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.by

Definition of Termination for Cause and Resignation for Good Reason. (a) XxMx. Xxxxxxxxx'x termination of employment with the Bank shall be deemed a "Termination for Cause" if such termination occurs for "cause," which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that XxMx. Xxxxxxxxx shall not be deemed to have been discharged for cause unless and until he shall have received a written notice of termination from the Board, accompanied by a resolution duly adopted by affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to XxMx. Xxxxxxxxx and a reasonable opportunity for XxMx. Xxxxxxxxx to make oral and written presentations to the members of the Board, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board grounds exist for discharging XxMx. Xxxxxxxxx for cause. (b) XxMx. Xxxxxxxxx'x termination of employment with the Bank shall be deemed a Resignation for Good Reason if such termination occurs following any one or more of the following events: (i) (A) the assignment to XxMx. Xxxxxxxxx of any duties inconsistent with XxMx. Xxxxxxxxx'x status as Chairman of the Board and Chief Executive Officer of the Bank or (B) a substantial adverse alteration in the nature or status of XxMx. Xxxxxxxxx'x responsibilities from those in effect immediately prior to the alteration; or (C) any Change in Control described in section 13(b); (ii) a reduction by the Bank in XxMx. Xxxxxxxxx'x annual base salary as in effect on the date first above written or as the same may be increased from time to time, unless such reduction was mandated at the initiation of any regulatory authority having jurisdiction over the Bank; (iii) the relocation of the Bank's principal executive offices to a location outside the New York metropolitan area or the Bank's requiring XxMx. Xxxxxxxxx to be based anywhere other than the Bank's principal executive offices except for required travel on the Bank's business to an extent substantially consistent with XxMx. Xxxxxxxxx'x business travel obligations at the date first above written; (iv) the failure by the Bank, without XxMx. Xxxxxxxxx'x consent, to pay to XxMx. Xxxxxxxxx, within seven (7) days of the date when due, (A) any portion of his compensation, or (B) any portion of an installment of deferred compensation under any deferred compensation program of the Bank, which failure is not inadvertent and immaterial and which is not promptly cured by the Bank after notice of such failure is given to the Bank by the Executive; (v) the failure by the Bank to continue in effect any compensation plan in which XxMx. Xxxxxxxxx participates which is material to his total compensation, including but not limited to the Retirement Plan and the Bank's Incentive Savings Plan or any substitute plans unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Bank to continue his participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of his participation relative to other participants, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the BankBank or (B) generally applicable to all covered employees; (vi) the failure by the Bank to continue to provide XxMx. Xxxxxxxxx with benefits substantially similar to those enjoyed by XxMx. Xxxxxxxxx under the Retirement Plan and the Bank's Incentive Savings Plan or under any of the Bank's life, health (including hospitalization, medical and major medical), dental, accident, and long-term disability insurance benefits, in which XxMx. Xxxxxxxxx is participating, or the taking of any action by the Bank which would directly or indirectly materially reduce any of such benefits or deprive XxMx. Xxxxxxxxx of the number of paid vacation days to which he is entitled, on the basis of years of service with the Bank, rank or otherwise, in accordance with the Bank's normal vacation policy, unless such failure is the result of action (A) mandated at the initiation initiative of any regulatory authority having jurisdiction over the BankBank or (B) generally applicable to all covered employees; (vii) the failure of the Bank to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in section 15(a) of this Agreement; (viii) any purported termination of employment by the Bank which is not effected pursuant the provisions of section 12(a) regarding Termination for Cause or on account of Disability; (ix) a material breach of this Agreement by the Bank, which the Bank fails to cure within thirty (30) days following written notice thereof from XxMx. Xxxxxxxxx; (x) in the event of a Change in Control described in section 13(b) of this Agreement, a failure of the Bank to provide, or cause to be provided, to XxMx. Xxxxxxxxx in connection with such Change in Control, stock-based compensation and benefits, including, without limitation, stock options, restricted stock awards, and participation in tax-qualified stock bonus plans which, in the aggregate, are either (A) accepted by XxMx. Xxxxxxxxx in writing as being satisfactory for purposes of this Agreement or (B) in the written, good faith opinion of a nationally recognized executive compensation consulting firm selected by the Bank and satisfactory to XxMx. Xxxxxxxxx, whose agreement shall not be unreasonably withheld, are no less favorable than the stock-based compensation and benefits usually and customarily provided to similarly situated executives of similar financial institutions in connection with similar transactions; or (xi) a requirement that XxMx. Xxxxxxxxx report to any person or group other than the Board; (xii) in the event of a Change in Control described in section 13(a) of this Agreement, termination of employment for any or no reason whatsoever during the period of sixty (60) days beginning on the first anniversary of the effective date of such Change in Control.