Common use of Discharge with Cause Clause in Contracts

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” only if: (i) the Board, by a majority vote of its membership, determines that the Executive (A) has willfully and intentionally failed to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the Company; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution adopted by the Board, certified by the corporate secretary and signed by each member of the Board voting in favor of adoption of the resolution, authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resume. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” only if: (i) the Board, by a majority vote of its membership, determines that the Executive (A) has willfully and intentionally failed should be terminated because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance order, or material breach of services for the Company; or (D) has willfully and intentionally breached the material terms any provision of this Agreement Agreement, in any material respecteach case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution adopted by the Board, certified by the corporate secretary and signed by each member of the Board voting in favor of adoption of the resolution, authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyBank. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company Bank may temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resume. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” ", only if: (i) the BoardBoard of Directors of the Bank and the Board of Directors of the Company, by a separate majority vote votes of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s 's inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or the Bank or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the CompanyCompany or the Bank; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Bank and the Company has have provided the Executive with notice of their intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board Boards of Directors of the Company and the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Bank and the Board of Directors of the Company, certified by the their corporate secretary secretaries and signed by each member of the their respective Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s 's action or omission was in the best interests of the CompanyCompany and the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board and the Bank Board or based upon the written advice of counsel for the Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCompany and the Bank. (b) If the Executive is discharged during the Employment Period with Cause, the Company and the Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Bank and the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Bank and the Company does do not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” " only if: (i) the BoardBoard of Directors of the Bank and the Board of Directors of the Company, by a separate majority vote votes of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s 's inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or the Bank or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the CompanyCompany or the Bank; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Bank and the Company has have provided the Executive with notice of their intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board Boards of Directors of the Company and the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Bank and the Board of Directors of the Company, certified by the their corporate secretary secretaries and signed by each member of the their respective Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s 's action or omission was in the best interests of the CompanyCompany and the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board and the Bank Board or based upon the written advice of counsel for the Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCompany and the Bank. (b) If the Executive is discharged during the Employment Period with Cause, the Company and the Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Bank and the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Bank and the Company does do not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of fraud, willful misconduct involving material job responsibilities, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned customary and standard duties under this Agreement, conviction of a willful violation of any law, rule or regulation (other than traffic violations or similar offenses) which materially and adversely affects the Company’s business or the Executive’s ability to perform his customary and standard duties under this Agreement in or violation of a final cease and desist order, or any material respect (including, for these purposes, the Executive’s inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the Company; or (D) has willfully and intentionally breached the material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with written notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), and after the Executive has received a reasonable opportunity of at least fourteen (14) days to cure any conduct reasonably capable of being cured, the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” " only if: (i) the BoardBoard of Directors of the Bank and the Board of Directors of the Company, by a separate majority vote votes of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s 's inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or the Bank or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the CompanyCompany or the Bank; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Bank and the Company has have provided the Executive with notice of their intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board Boards of Directors of the Company and the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Bank and the Board of Directors of the Company, certified by the their corporate secretary secretaries and signed by each member of the their respective Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). 's For purposes of this section 11, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s 's action or omission was in the best interests of the CompanyCompany and the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board and the Bank Board or based upon the written advice of counsel for the Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCompany and the Bank. (b) If the Executive is discharged during the Employment Period with Cause, the Company and the Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Bank and the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Bank and the Company does do not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” ", only if: (i) the BoardBoard of Directors of the Bank and the Board of Directors of the Company, by a separate majority vote votes of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed to perform his her assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s 's inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his her performance of services for the Company or the Bank or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his her performance of services for the CompanyCompany or the Bank; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Bank and the Company has have provided the Executive with notice of their intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his her legal counsel, if he she so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board Boards of Directors of the Company and the Bank for the purpose of refuting the alleged grounds for Cause for his her discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of his her termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Bank and the Board of Directors of the Company, certified by the their corporate secretary secretaries and signed by each member of the their respective Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his her discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s 's action or omission was in the best interests of the CompanyCompany and the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board and the Bank Board or based upon the written advice of counsel for the Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCompany and the Bank. (b) If the Executive is discharged during the Employment Period with Cause, the Company and the Bank shall pay and provide to him her (or, in the event of his her death, to his her estate, his her surviving beneficiaries and his her dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Bank and the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Bank and the Company does do not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) the BoardBoard of Directors of the Bank, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(iI1(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board, Board of Directors of the Bank certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only, within the timeframes contained in section 9. Following the giving of a Notice of Intent to Discharge, the Company may Bank shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If If, after the giving of a Notice of Intent to Discharge, the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving payments of a Notice of Intent to Dischargesalary and cash compensation shall resume in accordance with this Agreement, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Dischargein accordance with this Section 11, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) the BoardBoard of Directors of the Bank, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(iI1(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board, Board of Directors of the Bank certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only, within the timeframes contained in section 9. Following the giving of a Notice of Intent to Discharge, the Company may Bank shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) the BoardBoard of Directors of the Bank, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board, Board of Directors of the Bank certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only, within the timeframes contained in section 9. Following the giving of a Notice of Intent to Discharge, the Company may Bank shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” ", only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, willful violationof any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” ", only if: (i) the BoardBoard of Directors of the Bank and the Board of Directors of the Company, by a separate majority vote votes of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Bank and the Company has have provided the Executive with notice of their intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board Boards of Directors of the Company and the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Bank and the Board of Directors of the Company, certified by the their corporate secretary secretaries and signed by each member of the their respective Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s 's action or omission was in the best interests of the CompanyCompany and the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board and the Bank Board or based upon the written advice of counsel for the Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCompany and the Bank. (b) If the Executive is discharged during the Employment Period with Cause, the Company and the Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Bank and the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Bank and the Company does do not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only, within the timeframes contained in section 9. Following the giving of a Notice of Intent to Discharge, the Company may shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) the BoardBoard of Directors of the Bank, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board, Board of Directors of the Bank certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may Bank shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” only if: (i) if the Company Board and the Bank Board, by a majority vote of its their entire membership, each determines that the Executive (Ai) has willfully and intentionally failed or refused to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s inability to perform such duties as a result of drug or alcohol dependency); (Bii) has willfully committed gross negligence in the performance of, or is guilty of continual neglect of, his assigned duties; (iii) has been convicted or entered a plea of guilty or nolo contendere to, the commission of a felony or any other crime involving dishonesty, personal profit or other circumstance likely, in the reasonable judgment of the Company Board and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for Bank Board, to have a material adverse effect on the Bank and the Company or has been convicted of their business, operations or reputation taken as a felonywhole; (Civ) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect applicable to the Bank in his performance of services for the Bank or the Company or the Company’s or the Bank’s Code of Conduct; or (Dv) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution adopted by the Board, certified by the corporate secretary and signed by each member of the Board voting in favor of adoption of the resolution, authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Bank and the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company Board or the Bank Board or the Executive Committee thereof or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank and the Company. Termination with Cause shall be effected by written notice to the Executive setting forth with particularity the grounds for termination. (b) If the Executive is discharged during the Employment Period with Cause, the Bank and the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his or dependents, as applicable) the Standard Termination Entitlements only; any unvested Bonus Stock, any unexercised options to purchase Common Stock, whether or not vested shall be forfeited. Following While a proceeding to discharge the giving of a Notice of Intent to DischargeExecutive with Cause is pending, the Company may Board and the Bank Board may, by written notice to the Executive, temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensationcompensation and the vesting of Bonus Stock and the exercise of stock options, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five ninety (4590) days after the giving commencement of such a Notice suspension, payments of Intent to Dischargesalary and cash compensation shall resume, and all compensation withheld during the period of suspension shall be promptly restored. If the Executive is discharged without Cause during such ninety (90) day period, all payments compensation withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments and shall be paid in addition to amounts due to the Executive under this Agreement on account of salary and cash compensation shall resumehis discharge without Cause. If the Executive is discharged with Cause not later than forty-five ninety (4590) days after the giving commencement of the Notice of Intent to Dischargesuch a suspension, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” " only if:; (i) the BoardBoard of Directors of the Bank and the Board of Directors of the Company, by a separate majority vote votes of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s 's inability to perform such duties as a result of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or the Bank or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect to his performance of services for the CompanyCompany or the Bank; or (D) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i12(a)(i), the Bank and the Company has have provided the Executive with notice of their intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i12(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board Boards of Directors of the Company and the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i12(a)(i), the Company has and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Bank and the Board of Directors of the Company, certified by the their corporate secretary secretaries and signed by each member of the their respective Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 1112, no act or failure to act act, on the part of the Executive Executive, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s 's action or omission was in the best interests of the CompanyCompany and the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board and the Bank Board or based upon the written advice of counsel for the Company or the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyCompany and the Bank. (b) If the Executive is discharged during the Employment Period with Cause, the Company and the Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Bank and the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Bank and the Company does do not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” ", only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i1 l(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only, within the timeframes contained in section 9. Following the giving of a Notice of Intent to Discharge, the Company may shall temporarily suspend the Executive’s 's duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If If, after the giving of a Notice of Intent to Discharge, the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving payments of a Notice of Intent to Dischargesalary and cash compensation shall resume in accordance with this Agreement, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Dischargein accordance with this Section 11, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) the BoardBoard of Directors of the Bank, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order order, actions having a material adverse effect on the reputation of the Bank or Company, illegal drug use, other substance abuse which interferes with respect to his performance of services for the Company; an essential job function or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five twenty (4520) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Bank for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board, Board of Directors of the Bank certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company Bank may temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five twenty (4520) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five twenty (4520) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five twenty (4520) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order order, actions having a material adverse effect on the reputation of the Bank or Company, illegal drug use, other substance abuse which interferes with respect to his performance of services for the Company; an essential job function or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five twenty (4520) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five twenty (4520) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five twenty (4520) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five twenty (4520) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company Bank may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” only if: (i) the Board, by a majority vote of its membership, determines that the Executive (A) has willfully and intentionally failed should be terminated because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance order, or material breach of services for the Company; or (D) has willfully and intentionally breached the material terms any provision of this Agreement Agreement, in any material respecteach case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; and and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company Bank has provided the Executive with notice of intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company Bank has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution adopted by the Board, certified by the corporate secretary and signed by each member of the Board voting in favor of adoption of the resolution, authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the CompanyBank. (b) If the Executive is discharged during the Employment Period with Cause, the Company Bank shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company Bank may temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resume. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company Bank does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Bank and the Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” only if: (i) if the Company Board and the Bank Board, by a majority vote of its their entire membership, each determines that the Executive (Ai) has willfully and intentionally failed or refused to perform his assigned duties under this Agreement in any material respect (including, for these purposes, the Executive’s inability to perform such duties as a result of drug or alcohol dependency); (Bii) has willfully committed gross negligence in the performance of, or is guilty of continual neglect of, his assigned duties; (iii) has been convicted or entered a plea of guilty or nolo contendere to, the commission of a felony or any other crime involving dishonesty, personal profit or other circumstance likely, in the reasonable judgment of the Company Board and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for Bank Board, to have a material adverse effect on the Bank and the Company or has been convicted of their business, operations or reputation taken as a felonywhole; (Civ) has willfully violated, in any material respect, any law, rule, regulation, written agreement or final cease-and-desist order with respect applicable to the Bank in his performance of services for the Bank or the Company or the Company’s or the Bank’s Code of Conduct; or (Dv) has willfully and intentionally breached the material terms of this Agreement in any material respect; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution adopted by the Board, certified by the corporate secretary and signed by each member of the Board voting in favor of adoption of the resolution, authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Bank and the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company Board or the Bank Board or the Executive Committee thereof or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank and the Company. Termination with Cause shall be effected by written notice to the Executivesetting forth with particularity the grounds for termination. (b) If the Executive is discharged during the Employment Period with Cause, the Bank and the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his or dependents, as applicable) the Standard Termination Entitlements only; any unvested Bonus Stock, any unexercised options to purchase Common Stock, whether or not vested shall be forfeited. Following While a proceeding to discharge the giving of a Notice of Intent to DischargeExecutive with Cause is pending, the Company may Board and the Bank Board may, by written notice to the Executive, temporarily suspend the Executive’s duties and authority and, in such event, may also suspend the payment of salary and other cash compensationcompensation and the vesting of Bonus Stock and the exercise of stock options, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five ninety (4590) days after the giving commencement of such a Notice suspension, payments of Intent to Dischargesalary and cash compensation shall resume, and all compensation withheld during the period of suspension shall be promptly restored. If the Executive is discharged without Cause during such ninety (90) day period, all payments compensation withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments and shall be paid in addition to amounts due to the Executive under this Agreement on account of salary and cash compensation shall resumehis discharge without Cause. If the Executive is discharged with Cause not later than forty-five ninety (4590) days after the giving commencement of the Notice of Intent to Dischargesuch a suspension, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s employment during the Employment Period, and such termination shall be deemed to have occurred with “Cause” ”, only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i1 l(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “Notice of Intent to Discharge”); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has have furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “Final Discharge Notice”). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only, within the timeframes contained in section 9. Following the giving of a Notice of Intent to Discharge, the Company may shall temporarily suspend the Executive’s duties and authority and, in such event, may shall also suspend the payment of salary and other cash compensation, but not the Executive’s participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.

Discharge with Cause. (a) The Company may terminate the Executive’s 's employment during the Employment Period, and such termination shall be deemed to have occurred with “"Cause” ", only if: (i) The Board of Directors of the BoardCompany, by a majority vote of its their entire membership, determines determine that the Executive (A) has willfully and intentionally failed should be discharged because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform his assigned duties under this Agreement in any material respect (includingstated duties, for these purposes, the Executive’s inability to perform such duties as a result willful violation of drug or alcohol dependency); (B) has willfully and intentionally engaged in dishonest or illegal conduct in connection with his performance of services for the Company or has been convicted of a felony; (C) has willfully violated, in any material respect, any law, rule, regulation, written agreement rule or regulation (other than traffic violations or similar offenses) or final cease-and-cease and desist order with respect to his performance of services for the Company; order, or (D) has willfully and intentionally breached the any material terms breach of this Agreement in any material respectAgreement; and (ii) at least forty-five (45) days prior to the votes contemplated by section 11(a)(i), the Company has provided the Executive with notice of its intent to discharge the Executive for Cause, detailing with particularity the facts and circumstances which are alleged to constitute Cause (the “"Notice of Intent to Discharge”"); and (iii) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by section 11(a)(i), the Executive (together with his legal counsel, if he so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Board of Directors of the Company for the purpose of refuting the alleged grounds for Cause for his discharge; and (iv) after the votes contemplated by section 11(a)(i), the Company has furnished to the Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the BoardBoard of Directors of the Company, certified by the its corporate secretary and signed by each member of the Board of Directors voting in favor of adoption of the resolutionresolution(s), authorizing the termination of the Executive’s 's employment with Cause and stating with particularity the facts and circumstances found to constitute Cause for his discharge (the “"Final Discharge Notice”"). For purposes of this section 11, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. (b) If the Executive is discharged during the Employment Period with Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. Following the giving of a Notice of Intent to Discharge, the Company may temporarily suspend the Executive’s 's duties and authority and, in such event, may also suspend the payment of salary and other cash compensation, but not the Executive’s 's participation in retirement, insurance and other employee benefit plans. If the Executive is not discharged, or is discharged without Cause, within forty-five (45) days after the giving of a Notice of Intent to Discharge, payments of salary and cash compensation shall resume, and all payments withheld during the period of suspension shall be promptly restored and, if no termination has occurred, payments of salary and cash compensation shall resumerestored. If the Executive is discharged with Cause not later than forty-five (45) days after the giving of the Notice of Intent to Discharge, all payments withheld during the period of suspension shall be deemed forfeited and shall not be included in the Standard Termination Entitlements. If a Final Discharge Notice is given later than forty-five (45) days, but sooner than ninety (90) days, after the giving of the Notice of Intent to Discharge, all payments made to the Executive during the period beginning with the giving of the Notice of Intent to Discharge and ending with the Executive’s 's discharge with Cause shall be retained by the Executive and shall not be applied to offset the Standard Termination Entitlements. If the Company does not give a Final Discharge Notice to the Executive within ninety (90) days after giving a Notice of Intent to Discharge, the Notice of Intent to Discharge shall be deemed withdrawn and any future action to discharge the Executive with Cause shall require the giving of a new Notice of Intent to Discharge.