Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board of Directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following: (1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association; (2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates; (3) a breach of fiduciary duty involving personal profit; (4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors; (5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; (6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 4 contracts
Samples: Employment Agreement (Fraternity Community Bancorp Inc), Employment Agreement (Fraternity Community Bancorp Inc), Employment Agreement (Fraternity Community Bancorp Inc)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, in the Executive shall receive the Base Salary through the date on which case the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is employed by the Corporation and is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliatesBank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 4 contracts
Samples: Employment Agreement (Athens Bancshares Corp), Employment Agreement (Athens Bancshares Corp), Employment Agreement (Athens Bancshares Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Employer may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, in the Executive shall receive the Base Salary through the date on which case termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated for Cause by either of the Corporation or the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationother. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement 75% of the directors of the Corporation then in office or a majority of the directors of the Bank then in office, in either case excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationEmployers;
(2) a willful misconduct that in the judgment of the Board boards of Directors directors will likely cause economic damage to the Company Employers or the Association or its their affiliates or injury to the business reputation of the Company or the Association Employers or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors if such failure is not cured within thirty (30) days of such notice;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 3 contracts
Samples: Employment Agreement (Wellesley Bancorp, Inc.), Employment Agreement (Wellesley Bancorp, Inc.), Employment Agreement (Wellesley Bancorp, Inc.)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Corporation may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationCorporation. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Corporation then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCorporation;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Corporation or its affiliates or injury to the business reputation of the Company Corporation or the Association or their affiliatesits affiliates ;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Corporation;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Corporation or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyCorporation.
Appears in 3 contracts
Samples: Employment Agreement (Franklin Financial Corp), Employment Agreement (Athens Bancshares Corp), Employment Agreement (Athens Bancshares Corp)
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Fraternity Community Bancorp Inc), Employment Agreement (Fraternity Community Bancorp Inc)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when the termination becomes effective. The Executive shall not be deemed to have been terminated for Cause under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if it is adopted by the affirmative vote of this Agreement a majority of the directors then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing the Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Bank;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 2 contracts
Samples: Employment Agreement (HV Bancorp, Inc.), Employment Agreement (HV Bancorp, Inc.)
Involuntary Termination with Cause. The Board of Directors may, by written notice to Bank and the Executive, immediately Company may terminate the Executive’s employment for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when the termination becomes effective. The Executive shall not be deemed to have been terminated for Cause under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board boards of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolutions of the conduct constituting Cause. If the Board boards of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if it is adopted by the affirmative vote of this Agreement a majority of the directors then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the boards of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the boards of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing the Executive’s duties on behalf of the Company Bank or the AssociationCompany;
(2) a willful misconduct that in the judgment of the Board board of Directors directors of the Bank or the Company will likely cause economic damage to the Bank, the Company or the Association or its their affiliates or injury to the business reputation of the Bank, the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Bank or the Company;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Bank or the Company.
Appears in 2 contracts
Samples: Employment Agreement (HV Bancorp, Inc.), Employment Agreement (HV Bancorp, Inc.)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Corporation may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationCorporation. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of the a resolution duly adopted by at a meeting of the Board of Directors (after reasonable notice to the Executive called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Corporation then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the Board. The Executive and benefits provided thereinthe 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. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCorporation;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Corporation or its affiliates or injury to the business reputation of the Company Corporation or the Association or their affiliatesits affiliates ;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of DirectorsBoard;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Corporation or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyCorporation.
Appears in 2 contracts
Samples: Employment Agreement (Franklin Financial Corp), Employment Agreement (Franklin Financial Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Corporation may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationCorporation. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Corporation then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCorporation;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Corporation or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Corporation or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist orderaffiliates ;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Athens Bancshares Corp), Employment Agreement (Franklin Financial Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company Bank shall deliver to the Executive a copy of the resolution duly adopted by the Board of Directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association Bank or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 2 contracts
Samples: Employment Agreement (MB Bancorp Inc), Employment Agreement (MB Bancorp Inc)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Employer may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, in the Executive shall receive the Base Salary through the date on which case the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated for Cause by either the Corporation or the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationother. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Corporation then in office or a majority of the directors of the Bank then in office, in either case excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationEmployer;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association or its affiliates Employer or injury to the business reputation of the Company or the Association or their affiliatesEmployer;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliatesEmployer, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyEmployer.
Appears in 2 contracts
Samples: Employment Agreement (Athens Bancshares Corp), Employment Agreement (Athens Bancshares Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of the a resolution duly adopted by at a meeting of the Board of Directors (after reasonable notice to the Executive called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the Board. The Executive and benefits provided thereinthe 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. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of DirectorsBoard;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 2 contracts
Samples: Employment Agreement (Franklin Financial Corp), Employment Agreement (Franklin Financial Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Bank;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 2 contracts
Samples: Employment Agreement (Athens Bancshares Corp), Employment Agreement (Athens Bancshares Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Corporation may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, in the Executive shall receive the Base Salary through the date on which case the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated for Cause by the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationCorporation. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by board of directors of the Board of Directors (after reasonable notice to the Executive Corporation called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Corporation then in office excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCorporation;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Corporation or its affiliates or injury to the business reputation of the Company Corporation or the Association or their its affiliates;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Corporation or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyCorporation.
Appears in 2 contracts
Samples: Employment Agreement (Athens Bancshares Corp), Employment Agreement (Athens Bancshares Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of the a resolution duly adopted by at a meeting of the Board of Directors (after reasonable notice to the Executive called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the Board. The Executive and benefits provided thereinthe 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. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Franklin Financial Corp), Employment Agreement (Franklin Financial Corp)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when the termination becomes effective. The Executive shall not be deemed to have been terminated for Cause under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if it is adopted by the affirmative vote of this Agreement a majority of the directors then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing the Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Bank;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-cease- and-desist order;; or
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Employer may terminate the Executive’s employment under this Agreement at any time for with Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board of Directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment terminates with Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is not reinstated as contemplated entitled when termination becomes effective. If the Executive is terminated with Cause by either of the preceding sentenceCorporation or the Bank, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled deemed also to have been terminated with Cause by the compensation and benefits provided thereinother. For the purposes of this Agreement “Cause” means any of the following:
following – (1a) a material an intentional act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any lawfraud, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitudeembezzlement, or any violation of a final cease-and-desist order;
(6) a material breach theft by the Executive in the course of any provision employment. For purposes of this Agreement. No act, Agreement no act or failure to act, act on the part of the Executive 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 “willful” unless he has acted, or failed to act, with an absence of intentional if it is not in good faith and if it is without a reasonable belief that his the action or failure to act was is in the Employer’s best interest interests, or (b) intentional violation of any law or significant policy of the Company.Employer that, in the Employer’s sole judgment, has an adverse effect on the Employer, or (c) the Executive’s gross negligence or gross neglect of duties in the performance of duties, or (d) intentional wrongful damage by the Executive to the business or property of the Employer, including without limitation the Employer’s reputation, which in the Employer’s sole judgment causes material harm to the Employer, or (e) a breach by the Executive of fiduciary duties or misconduct involving dishonesty, in either case whether in the Executive’s capacity as an officer or as a director, or (f) a breach by the Executive of this Agreement that, in the Employer’s sole judgment, is a material breach, which breach is not corrected by the Executive within ten days after receiving written notice of the breach, or
Appears in 1 contract
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company Association shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) incompetence (in determining incompetence, the Executive must have demonstrated a lack of ability to perform the duties assigned to him which lack of ability directly causes material injury to the Association and the Executive’s acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyAssociation.
Appears in 1 contract
Samples: Employment Agreement (Fraternity Community Bancorp Inc)
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company Bank shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association Bank or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall Association deliver to the Executive a copy of the resolution duly adopted by the Board of Directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) incompetence (in determining incompetence, the Executive must have demonstrated a lack of ability to perform the duties assigned to him which lack of ability directly causes material injury to the Association and the Executive’s acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyAssociation.
Appears in 1 contract
Samples: Employment Agreement (Fraternity Community Bancorp Inc)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, in the Executive shall receive the Base Salary through the date on which case the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is employed by the Corporation and is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association Bank or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he she has acted, or failed to act, with an absence of good faith and without reasonable belief that his her action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Corporation may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, in the Executive shall receive the Base Salary through the date on which case the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is employed by the Corporation and is terminated for Cause by the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationCorporation. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the outside directors of the Corporation then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCorporation;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Corporation or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Corporation or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Employer may terminate the Executive’s employment under this Agreement at any time for with Cause. If the Executive’s employment terminates with Cause, in the Executive shall receive the Base Salary through the date on which case termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated with Cause by either of the Corporation or the Bank, the Executive shall be entitled deemed also to receive only have been terminated with Cause by the unpaid Base Salary that has accrued through the date of terminationother. The Company Executive shall deliver not be deemed to have been terminated with Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the board of directors called and held for the purpose, which resolution duly adopted by shall (x) contain findings that, in the Board good faith opinion of Directors (after reasonable notice to the board, the Executive and has committed an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant been duly adopted if and only if it is adopted by the affirmative vote of at least 75% of the Corporation’s directors then in office or a majority of the Bank’s directors then in office, in either case excluding the Executive, at a meeting duly called and held for that purpose. Notice of the meeting and the proposed termination with Cause shall be given to Section 3.4 of 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 and limits the Executive shall be entitled Executive’s or beneficiaries’ right to contest the compensation and benefits provided thereinvalidity or propriety of the board’s determination of Cause. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.following –
Appears in 1 contract
Involuntary Termination with Cause. The Board boards of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under and this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board boards of Directors directors of Bancshares and the Association (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board boards of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board boards of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement, which amount will be paid in a single lump sum within 15 business days following reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 3(d) of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCompany;
(2) a willful misconduct that in the judgment of the Board boards of Directors directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their its affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board boards of Directorsdirectors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Samples: Employment Agreement (Central Federal Bancshares, Inc)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when the termination becomes effective. The Executive shall not be deemed to have been terminated for Cause under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if it is adopted by the affirmative vote of this Agreement a majority of the directors then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing the Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Bank;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;; or
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Corporation may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Bank, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationCorporation. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of the a resolution duly adopted by at a meeting of the Board of Directors (after reasonable notice to the Executive called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Corporation then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the Board. The Executive and benefits provided thereinthe 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. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCorporation;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Corporation or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Corporation or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist orderaffiliates ;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Employer may terminate the Executive’s employment under this Agreement at any time for with Cause. If the Executive’s employment terminates with Cause, in the Executive shall receive the Base Salary through the date on which case termination becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. If the Executive is terminated with Cause by either of the Corporation or the Bank, the Executive shall be entitled deemed also to receive only have been terminated with Cause by the unpaid Base Salary that has accrued through the date of terminationother. The Company Executive shall deliver not be deemed to have been terminated with Cause under this Agreement unless and until there is delivered to the Executive a copy of the a resolution duly adopted by at a meeting of the Board board of Directors directors called and held for such purpose, which resolution shall (after reasonable notice to 1) contain findings that, in the good faith opinion of the board, the Executive and has committed an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct act constituting Cause, and (2) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant been duly adopted if and only if it is adopted by the affirmative vote of at least a majority of the directors of the Corporation then in office or a majority of the directors of the Bank then in office, in either case excluding the Executive, at a meeting duly called and held for that purpose. Notice of the meeting and the proposed termination with Cause shall be given to Section 3.4 of 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 and limits the Executive shall be entitled Executive’s or beneficiaries’ right to contest the compensation and benefits provided thereinvalidity or propriety of the board’s determination of Cause. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.following –
Appears in 1 contract
Samples: Employment Agreement (First South Bancorp Inc /Va/)
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company Association shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive Executive) and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) incompetence (in determining incompetence, the Executive must have demonstrated a lack of ability to perform the duties assigned to him which lack of ability directly causes material injury to the Association and the Executive’s acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyAssociation.
Appears in 1 contract
Samples: Employment Agreement (Fraternity Community Bancorp Inc)
Involuntary Termination with Cause. The Board boards of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under and this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board boards of Directors directors of Bancshares and the Association (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board boards of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board boards of Directors directors thereafter determines determine that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement, which amount will be paid in a single lump sum within 15 business days following reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 3(d) of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationCompany;
(2) a willful misconduct that in the judgment of the Board boards of Directors directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their its affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board boards of Directorsdirectors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Samples: Employment Agreement (Central Federal Bancshares, Inc)
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association Bank or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he she has acted, or failed to act, with an absence of good faith and without reasonable belief that his her action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Bank may terminate the Executive’s employment under this Agreement at any time for Cause. If the Executive’s employment terminates for Cause, the Executive shall receive the Base Salary through the date on which the termination of employment becomes effective and reimbursement of expenses to which the Executive is entitled when termination becomes effective. Notwithstanding anything to the contrary in which case this Agreement, if the Executive is terminated for Cause by the Corporation, the Executive shall be entitled deemed also to receive only have been terminated for Cause by the unpaid Base Salary that has accrued through the date of terminationBank. The Company Executive shall deliver not be deemed to have been terminated for Cause under this Agreement unless and until there is delivered to the Executive a copy of a resolution adopted at a meeting of the resolution duly adopted by the Board board of Directors (after reasonable notice to the Executive directors called and an opportunity held for the Executivepurpose, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding which resolution shall (x) contain findings that the Executive was guilty of conduct has committed an act constituting Cause, and (y) specify the particulars thereof. The notice provided to the Executive pursuant hereto shall specify in detail the particulars resolution of the conduct constituting Cause. If the Board board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment directors shall be deemed to have occurred pursuant to Section 3.4 been duly adopted if and only if it is adopted by the affirmative vote of this Agreement a majority of the directors of the Bank then in office, excluding the Executive. Notice of the meeting and the Executive proposed termination for Cause shall be entitled given to the compensation Executive a reasonable time before the meeting of the board of directors. The Executive and benefits provided thereinthe Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board of directors at the meeting. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board board of Directors directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company Bank or the Association or their its affiliates;
(3) incompetence (in determining incompetence, the acts or omissions shall be measured against standards generally prevailing in the savings institutions industry);
(4) a breach of fiduciary duty involving personal profit;
(45) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors of the Bank;
(56) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-cease- and- desist order;; or
(67) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyBank.
Appears in 1 contract
Involuntary Termination with Cause. The Board board of Directors directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board board of Directors directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board board of Directorsdirectors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board board of Directors directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the AssociationBank;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association Bank or its affiliates or injury to the business reputation of the Company or the Association Bank or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board board of Directorsdirectors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association Bank or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the Company.
Appears in 1 contract
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately terminate the Executive’s employment under this Agreement at any time for Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall Association deliver to the Executive a copy of the resolution duly adopted by the Board of Directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment is not reinstated as contemplated by the preceding sentence, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled to the compensation and benefits provided therein. For the purposes of this Agreement “Cause” means any of the following:
(1) a material act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any law, rule or regulation (other than minor or routine traffic violations or similar offenses) or that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order;
(6) a material breach by the Executive of any provision of this Agreement. No act, or failure to act, on the Executive’s part shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without reasonable belief that his action or failure to act was in the best interest of the CompanyAssociation.
Appears in 1 contract
Samples: Employment Agreement (Fraternity Community Bancorp Inc)
Involuntary Termination with Cause. The Board of Directors may, by written notice to the Executive, immediately Employer may terminate the Executive’s employment under this Agreement at any time for with Cause, in which case the Executive shall be entitled to receive only the unpaid Base Salary that has accrued through the date of termination. The Company shall deliver to the Executive a copy of the resolution duly adopted by the Board of Directors (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board of Directors, such meeting and the opportunity to be heard to be held prior to, or as soon as reasonably practicable following, termination, but in no event later than 30 days following such termination), finding that the Executive was guilty of conduct constituting Cause. The notice provided to the Executive pursuant hereto shall specify in detail the particulars of the conduct constituting Cause. If the Board of Directors thereafter determines that such conduct did not constitute Cause and the Executive’s employment hereunder is reinstated, then the Executive shall be entitled to receive back pay for the period following termination and continuing through reinstatement. If the Executive’s employment terminates with Cause, the Executive shall receive the Base Salary through the date on which termination becomes effective and reimbursement of expenses to which the Executive is not reinstated as contemplated entitled when termination becomes effective. If the Executive is terminated with Cause by either of the preceding sentenceCorporation or the Bank, then the termination of employment shall be deemed to have occurred pursuant to Section 3.4 of this Agreement and the Executive shall be entitled deemed also to have been terminated with Cause by the compensation and benefits provided thereinother. For the purposes of this Agreement “Cause” means any of the following:
following – (1a) a material an intentional act of personal dishonesty in performing Executive’s duties on behalf of the Company or the Association;
(2) a willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Company or the Association or its affiliates or injury to the business reputation of the Company or the Association or their affiliates;
(3) a breach of fiduciary duty involving personal profit;
(4) the intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors;
(5) a willful violation of any lawfraud, rule or regulation (other than minor or routine traffic violations or similar offenses) that reflects adversely on the reputation of the Company or the Association or its affiliates, any felony conviction, any violation of law involving moral turpitudeembezzlement, or any violation of a final cease-and-desist order;
(6) a material breach theft by the Executive in the course of any provision employment. For purposes of this Agreement. No act, Agreement no act or failure to act, act on the part of the Executive 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 “willful” unless he has acted, or failed to act, with an absence of intentional if it is not in good faith and if it is without a reasonable belief that his the action or failure to act was is in the Employer’s best interest interests, or (b) intentional violation of any law or significant policy of the Company.Employer that, in the Employer’s sole judgment, has an adverse effect on the Employer, or (c) the Executive’s gross negligence or gross neglect of duties in the performance of duties, or (d) intentional wrongful damage by the Executive to the business or property of the Employer, including without limitation the Employer’s reputation, which in the Employer’s sole judgment causes material harm to the Employer, or (e) a breach by the Executive of fiduciary duties or misconduct involving dishonesty, in either case whether in the Executive’s capacity as an officer or as a director, or
Appears in 1 contract
