Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have committed any of the following acts –
1) an act of fraud, embezzlement, or theft while employed by Middlefield or a subsidiary, or conviction of the Executive for or plea of no contest to a felony or conviction of or plea of no contest to a misdemeanor involving moral turpitude, or the actual incarceration of the Executive for 45 consecutive days or more, or
2) gross negligence, insubordination, disloyalty, or dishonesty in the performance of the Executive’s duties as an officer of Middlefield or a subsidiary; willful or reckless failure by the Executive to adhere to Middlefield’s or subsidiary’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield or subsidiary, including without limitation its reputation, which in Middlefield’s sole judgment causes material harm to Middlefield or subsidiary; breach by the Executive of fiduciary duties to Middlefield and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield or subsidiary, or
3) removal of the Executive from office or permanent prohibition of the Executive from participating in the affairs of Middlefield’s subsidiary bank or banks by an order issued under section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), or
4) intentional wrongful disclosure of secret processes or confidential information of Middlefield or affiliates, which in Middlefield’s sole judgment causes material harm to Middlefield or affiliates, or
5) any actions that have caused the Executive to be terminated with cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield or a subsidiary, or
6) the occurrence of any event that results in the Executive being excluded from coverage, or having coverage limited for the Executive as compared to other executives of Middlefield or affiliates, under a blanket bond or other fidelity or insurance policy covering directors, officers, or employees, or
7) intentional wrongful engagement in any competitive activity. For purposes of this Agreement competitive activity means the Executive’s participation, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages i...
Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons:
(1) The Executive’s willful failure to follow or to cooperate in carrying out any of the lawful policies of the Company or the Bank or the lawful directions of the Board of Directors of the Bank;
(2) Continued and willful neglect by the Executive of the Executive’s duties for or on behalf of the Company or the Bank for which the Executive provides services;
(3) Willful misconduct of the Executive in connection with the performance of any of Executive’s duties, including, by way of example, but not limitation, misappropriation of funds or property of the Company or the Bank or a depositor therein or borrower therefrom, or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or the Bank to the prejudice of the Company or the Bank;
(4) Conduct by the Executive which results in the Executive’s suspension and/or temporary prohibition or removal and/or permanent prohibition from participation in the conduct of the affairs of the Company or the Bank pursuant to the rules and regulations of the primary federal or state banking agency for the Company or the Bank or any other federal or state banking agency having regulatory jurisdiction over the Company or the Bank;
(5) Indictment or conviction of the Executive of a felony or any misdemeanor involving moral turpitude or the Executive’s willful violation of any law, rule or regulation to which the Company or the Bank is subject or of a final order or other formal administrative action entered into, by or imposed upon the Company or the Bank;
(6) Willful violation of any code of conduct or standards of ethics applicable to employees of the Company or the Bank that results in material and demonstrable damage to the business or reputation of the Company or the Bank; or
(7) The issuance of a permanent injunction or similar remedy against the Executive preventing the Executive from executing or performing all or part of this Agreement. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it ...
Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons:
(1) Personal dishonesty;
Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons:
(i) Executive’s personal dishonesty;
(ii) Executive’s incompetence;
(iii) Executive’s willful misconduct;
(iv) Executive’s breach of fiduciary duty involving personal profit;
(v) Executive’s intentional failure to perform the duties and responsibilities of his position with the Company and the Bank; or
(vi) Executive’s willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflects adversely on the reputation of the Bank or the Company, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Bank’s best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the board of directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be in good faith and in the Bank’s best interests.
Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive's employment shall be considered involuntary termination with Cause if the Executive shall have committed any of the following acts -
I) an act of fraud, embezzlement, or theft while employed by Middlefield or a subsidiary, or conviction of the Executive for or plea of no contest to a felony or conviction of or plea of no contest to a misdemeanor involving moral turpitude, or the actual incarceration of the Executive for 45 consecutive days or more, or
Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons:
(1) Personal dishonesty;
(2) Willful misconduct;
(3) Breach of fiduciary duty involving personal profit;
(4) Intentional failure to perform stated duties;
(5) Willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or
(6) Material breach of any provision of this Agreement. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Bank’s best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the board of directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be in good faith and in the Bank’s best interests.
