Common use of Involuntary termination with Cause defined Clause in Contracts

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 in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 Middlefield’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 Middlefield shall be conclusively presumed to be in good faith and in Middlefield’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement Agreement, involuntary termination of the Executive’s employment shall be considered is an involuntary termination with Cause if the Executive shall have committed commits any of the following acts – (1) an act of fraud, embezzlement, or theft while employed by Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including including, without limitation limitation, its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. For purposes of this Agreement no act or failure to act on the Executive’s part shall will be deemed to have been considered intentional if it was is due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered is 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 MiddlefieldCortland Bancorp’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 Middlefield shall be Cortland Bancorp is conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement 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 Cortland Bancorp or a subsidiarythe Bank, or conviction of the Executive for of 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including including, without limitation limitation, its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 MiddlefieldCortland Bancorp’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 Middlefield Cortland Bancorp shall be conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement Agreement, involuntary termination of the Executive’s employment shall be considered is an involuntary termination with Cause if the Executive shall have committed any of the following acts occur – (1) an act of fraud, embezzlement, or theft while employed by Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including including, without limitation limitation, its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. For purposes of this Agreement no act or failure to act on the Executive’s part shall will be deemed to have been considered intentional if it was is due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered is 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 MiddlefieldCortland Bancorp’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 Middlefield shall be Cortland Bancorp is conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement 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 Cortland Bancorp or a subsidiarythe Bank, or conviction of the Executive for of 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including without limitation its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 MiddlefieldCortland Bancorp’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 Middlefield Cortland Bancorp shall be conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s 's employment shall be considered involuntary termination 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 's duties as an officer of Middlefield or a subsidiary; willful or reckless failure by the Executive to adhere to Middlefield’s 's or subsidiary’s '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 '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 '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 's subsidiary bank or banks by an order issued under section 8(e)(4) or (g)(1g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1g)(l), or 4) intentional wrongful disclosure of secret processes or confidential information of Middlefield or affiliates, which in Middlefield’s '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 's participation, without the consent of Middlefield’s ' s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s 's revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s 's revenues for its most recently completed fiscal year, and (z) Middlefield’s 's revenues from the product or service amounted to 10% of Middlefield’s 's revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s 's share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s 's outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. For purposes of this Agreement no act or failure to act on the Executive’s '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 '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 Middlefield’s '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 Middlefield shall be conclusively presumed to be in good faith and in Middlefield’s 's best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement involuntary 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 –or if any of the following conditions exist — (1) an act of fraud, embezzlement, or theft while employed by Middlefield Cortland Bancorp or a subsidiarythe Bank, or conviction of the Executive for of 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including without limitation its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 MiddlefieldCortland Bancorp’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 Middlefield Cortland Bancorp shall be conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement 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 Cortland Bancorp or a subsidiarythe Bank, or conviction of the Executive for of 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including without limitation its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 MiddlefieldCortland Bancorp’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 Middlefield Cortland Bancorp shall be conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement 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 or if any of the following conditions exist – (1) an act of fraud, embezzlement, or theft while employed by Middlefield Cortland Bancorp or a subsidiarythe Bank, or conviction of the Executive for of 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including including, without limitation limitation, its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 participationAgreement, without the consent of Middlefield’s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 MiddlefieldCortland Bancorp’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 Middlefield Cortland Bancorp shall be conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

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 in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 Middlefield’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 Middlefield shall be conclusively presumed to be in good faith and in Middlefield’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities. The Executive shall not be deemed under this Agreement to have been terminated with Cause unless and until there is delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least two-thirds () of the directors (excluding the Executive) of Middlefield then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (x) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (y) specify the particulars thereof. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable time before the board’s meeting. The Executive and the Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s right to contest the validity or propriety of the board’s determination of Cause.

Involuntary termination with Cause defined. For purposes of this Agreement 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 Cortland Bancorp or a subsidiarythe Bank, or conviction of the Executive for of 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 Cortland Bancorp or a subsidiarythe Bank; willful or reckless failure by the Executive to adhere to MiddlefieldCortland Bancorp’s or subsidiarythe Bank’s written policies; intentional wrongful damage by the Executive to the business or property of Middlefield Cortland Bancorp or subsidiarythe Bank, including without limitation its reputation, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or subsidiarythe Bank; breach by the Executive of fiduciary duties to Middlefield Cortland Bancorp and its stockholders, whether in the Executive’s capacity as an officer or as a director of Middlefield Cortland Bancorp or subsidiary, orthe Bank, (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the Bank’s 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 Cortland Bancorp or affiliatesthe Bank, which in MiddlefieldCortland Bancorp’s sole judgment causes material harm to Middlefield Cortland Bancorp or affiliatesthe Bank, or (5) any actions that have caused cause the Executive to be terminated with for cause under any employment agreement existing on the date hereof or hereafter entered into between the Executive and Middlefield Cortland Bancorp or a subsidiarythe Bank, 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 Cortland Bancorp or affiliatesthe Bank, 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 in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. 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 MiddlefieldCortland Bancorp’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 Middlefield Cortland Bancorp shall be conclusively presumed to be in good faith and in MiddlefieldCortland Bancorp’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s '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 's duties as an officer of Middlefield or a subsidiary; willful or reckless failure by the Executive to adhere to Middlefield’s 's or subsidiary’s '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 '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 '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 's subsidiary bank or banks by an order issued under section 8(e)(4) or (g)(1g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1g)(l), or 4) intentional wrongful disclosure of secret processes or confidential information of Middlefield or affiliates, which in Middlefield’s '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 Intentional wrongful engagement in any competitive activity. For purposes of this Agreement competitive activity means the Executive’s 's participation, without the consent of Middlefield’s ' s board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s 's revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s 's revenues for its most recently completed fiscal year, and (z) Middlefield’s 's revenues from the product or service amounted to 10% of Middlefield’s 's revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s 's share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s 's outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. For purposes of this Agreement no act or failure to act on the Executive’s '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 '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 Middlefield’s '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 Middlefield shall be conclusively presumed to be in good faith and in Middlefield’s 's best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s '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 's duties as an officer of Middlefield or a subsidiary; willful or reckless failure by the Executive to adhere to Middlefield’s 's or subsidiary’s '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 '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 '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 ' s subsidiary bank or banks by an order issued under section 8(e)(4) or (g)(1g)(l) of the Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1g)(l), or 4) intentional wrongful disclosure of secret processes or confidential information of Middlefield or affiliates, which in Middlefield’s '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 's participation, without the consent of Middlefield’s 's board of directors, in the management of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s 's revenues derived from any product or service competitive with any product or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s 's revenues for its most recently completed fiscal year, and (z) Middlefield’s 's revenues from the product or service amounted to 10% of Middlefield’s 's revenues for its most recently completed fiscal year. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s 's share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s 's outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. For purposes of this Agreement no act or failure to act on the Executive’s '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 '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 Middlefield’s '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 Middlefield shall be conclusively presumed to be in good faith and in Middlefield’s 's best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly or indirectly beneficially owns 50% or more of the outstanding voting securities.

Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause cause if the Executive shall have committed any of the following acts or if any of the following conditions exist – (1) an act of fraud, embezzlement, or theft while employed by Middlefield or a subsidiary, or conviction of the Executive for or plea in the course 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 moreemployment, or (2) gross negligence, insubordination, disloyalty, intentional violation of any law or dishonesty in the performance significant policy of the Executive’s duties as an officer of Middlefield Intermountain Community Bancorp or a subsidiary; willful or reckless failure by subsidiary of Intermountain Community Bancorp if, in Intermountain Community Bancorp’s sole judgment, 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 violation has an adverse effect on Intermountain Community Bancorp or subsidiary, including without limitation its reputation, which in Middlefield’s sole judgment causes material harm regardless of whether the violation leads to Middlefield criminal prosecution 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 activityconviction. For purposes of this Agreement competitive activity means the Executive’s participationapplicable laws include any statute, without the consent rule, regulatory order, statement of Middlefield’s board of directorspolicy, in the management or final cease-and-desist order of any business enterprise if (x) the enterprise engages in substantial and direct competition with Middlefield, (y) the enterprise’s revenues derived from any product governmental agency or service competitive with any product body having regulatory authority over Intermountain Community Bancorp or service of Middlefield or a subsidiary amounted to 10% or more of the enterprise’s revenues for its most recently completed fiscal year, and (z) Middlefield’s revenues from the product or service amounted to 10% of Middlefield’s revenues for its most recently completed fiscal yearsubsidiary. A competitive activity does not include mere ownership of securities in an enterprise and the exercise of rights appurtenant thereto, provided the Executive’s share ownership does not represent practical or legal control of the enterprise. For this purpose, ownership of less than 5% of the enterprise’s outstanding voting securities shall conclusively be presumed to be insufficient for practical or legal control, and ownership of more than 50% shall conclusively be presumed to constitute practical and legal control. For purposes of this Agreement no No act or failure to act on the Executive’s part shall be deemed to have been considered 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 MiddlefieldIntermountain Community Bancorp’s best interests. Any act , or (3) gross negligence in the performance of duties, or intentional failure to act based upon authority granted by resolutions duly adopted by perform stated duties after written notice, or (4) intentional wrongful damage to the board business or property of directors Intermountain Community Bancorp or based upon a subsidiary of Intermountain Community Bancorp, including without limitation Intermountain Community Bancorp’s or subsidiary’s reputation, which in Intermountain Community Bancorp’s sole judgment causes material harm to Intermountain Community Bancorp or subsidiary, or (5) a breach of fiduciary duty or misconduct involving dishonesty, in either case whether in the advice of counsel for Middlefield shall be conclusively presumed to be in good faith and in MiddlefieldExecutive’s best interests. For purposes of this Agreement the term subsidiary means any entity in which Middlefield directly capacity as an officer or indirectly beneficially owns 50% or more as a director, or (6) removal of the outstanding voting securitiesExecutive from office or permanent prohibition of the Executive from participating in Panhandle State Bank’s affairs 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 (7) 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 forty-five consecutive days or more, or (8) 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, under Intermountain Community Bancorp’s or subsidiary’s blanket bond or other fidelity or insurance policy covering its directors, officers, or employees.