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 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 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 been terminated for committed any of the following reasons:acts or if any of the following conditions exist – (1) The Executive’s willful failure to follow fraud, embezzlement, or to cooperate theft by the Executive in carrying out the course of employment, or (2) intentional violation of any of the lawful policies law or significant policy 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 a subsidiary of the Company or if, in the Bank for which Company’s sole judgment, 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 violation has an adverse effect on the Company or subsidiary, regardless of whether the Bank violation leads to criminal prosecution 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 Agreementconviction. For purposes of this AgreementAgreement applicable laws include any statute, no rule, regulatory order, statement of policy, or final cease-and-desist order of any governmental agency or body having regulatory authority over the Company or subsidiary. 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 the BankCompany’s best interests. Any act , or (3) gross negligence in the performance of duties, or intentional failure to act based upon authority granted perform stated duties after written notice, or (4) intentional wrongful damage to the business or property of the Company or a subsidiary of the Company, including without limitation the Company’s or subsidiary’s reputation, which in the Company’s sole judgment causes material harm to the Company or subsidiary, or (5) a breach of fiduciary duty or misconduct involving dishonesty, in either case whether in the Executive’s capacity as an officer or as a director, or (6) removal of the Executive from office or permanent prohibition of the Executive from participating in Panhandle State Bank’s affairs by resolutions duly adopted by an order issued under section 8(e)(4) or (g)(1) of the Board Federal Deposit Insurance Act, 12 U.S.C. 1818(e)(4) or (g)(1), or (7) conviction of Directors the Executive for or based upon plea of no contest to a felony or conviction of or plea of no contest to a misdemeanor involving moral turpitude, or the advice actual incarceration of counsel the Executive for 45 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 Bank shall be conclusively presumed Executive as compared to be in good faith and in other executives, under the BankCompany’s best interestsor subsidiary’s blanket bond or other fidelity or insurance policy covering its directors, officers, or employees.