Common use of NOTICE AND DETERMINATION OF SPECIALLY-DEFINED CAUSE Clause in Contracts

NOTICE AND DETERMINATION OF SPECIALLY-DEFINED CAUSE. The Bank and the Holding Company may terminate the Executive's employment during the Term of Employment for Specially-Defined Cause. Such termination shall be deemed to have occurred for "SPECIALLY-DEFINED CAUSE" only if: (a) the Boards of Directors of each of the Holding Company and the Bank, by separate majority votes of their entire membership, determine that the Executive (i) has been convicted for the commission of a felony from which all final appeals have been taken, or (ii) has willfully and intentionally engaged in dishonest or gross misconduct in connection with the Executive's employment by the Holding Company or any affiliate thereof, in either case that results in material and demonstrable financial harm to the Holding Company or any of its affiliates. No act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Holding Company or any affiliate thereof. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Boards of Directors of the Holding Company and the Bank, or the advice of legal counsel for the Holding Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Holding Company or any affiliate thereof; and (b) at least forty-five (45) days prior to the votes contemplated by Section 6.1(a), the Holding Company has provided the Executive with notice of intent of the Holding Company and the Bank to discharge the Executive for Specially-Defined Cause, detailing with particularity the facts and circumstances which are alleged to constitute Specially-Defined Cause (the "NOTICE OF INTENT TO DISCHARGE"); and (c) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by Section 6.1(a), the Executive (together with the Executive's legal counsel, if the Executive so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Boards of Directors of the Holding Company and the Bank for the purpose of refuting the alleged grounds for Specially-Defined Cause for the Executive's discharge; and (d) after the votes contemplated by Section 6.1(a), the Holding Company and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of the Executive's termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Boards of Directors of the Holding Company and the Bank authorizing the termination of the Executive's employment for Specially-Defined Cause and stating with particularity the facts and circumstances found to constitute Specially-Defined Cause for the Executive's discharge (the "FINAL DISCHARGE NOTICE").

NOTICE AND DETERMINATION OF SPECIALLY-DEFINED CAUSE. The Bank and the Holding Company may terminate the Executive's ’s employment during the Term of Employment for Specially-Defined Cause. Such termination shall be deemed to have occurred for "SPECIALLY“Specially-DEFINED CAUSE" Defined Cause” only if: (a) the Boards of Directors of each of the Holding Company and the Bank, by separate majority votes of their entire membership, determine that the Executive (i) has been convicted for the commission of a felony from which all final appeals have been taken, or (ii) has willfully and intentionally engaged in dishonest or gross misconduct in connection with the Executive's ’s employment by the Holding Company or any affiliate thereof, in either case that results in material and demonstrable financial harm to the Holding Company or any of its affiliates. No act or failure to act on the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's ’s action or omission was in the best interests of the Holding Company or any affiliate thereof. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Boards of Directors of the Holding Company and the Bank, or the advice of legal counsel for the Holding Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Holding Company or any affiliate thereof; and (b) at least forty-five (45) days prior to the votes contemplated by Section 6.1(a), the Holding Company has provided the Executive with notice of intent of the Holding Company and the Bank to discharge the Executive for Specially-Defined Cause, detailing with particularity the facts and circumstances which are alleged to constitute Specially-Defined Cause (the "NOTICE OF INTENT TO DISCHARGE"“Notice of Intent to Discharge”); and (c) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by Section 6.1(a), the Executive (together with the Executive's ’s legal counsel, if the Executive so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Boards of Directors of the Holding Company and the Bank for the purpose of refuting the alleged grounds for Specially-Defined Cause for the Executive's ’s discharge; and (d) after the votes contemplated by Section 6.1(a), the Holding Company and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of the Executive's ’s termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Boards of Directors of the Holding Company and the Bank authorizing the termination of the Executive's ’s employment for Specially-Defined Cause and stating with particularity the facts and circumstances found to constitute Specially-Defined Cause for the Executive's ’s discharge (the "FINAL DISCHARGE NOTICE"“Final Discharge Notice”).

NOTICE AND DETERMINATION OF SPECIALLY-DEFINED CAUSE. The Bank and the Holding Company may terminate the Executive's employment during the Term of Employment for Specially-Defined Cause. Such termination shall be deemed to have occurred for "SPECIALLY-DEFINED CAUSE" only if: (a) the Boards of Directors of each of the Holding Company and the Bank, by separate majority votes of their entire membership, determine that the Executive (i) has been convicted for the commission of a felony from which all final appeals have been taken, or (ii) has willfully and intentionally engaged in dishonest or gross misconduct in connection with the Executive's employment by the Holding Company or any affiliate thereof, in either case that results in material and demonstrable financial harm to the Holding Company or any of its affiliates. No act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Holding Company or any affiliate thereof. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Boards of Directors of the Holding Company and the Bank, or the advice of legal counsel for the Holding Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Holding Company or any affiliate thereof; and (b) at least forty-five (45) days prior to the votes contemplated by Section 6.1(a), the Holding Company has provided the Executive with notice of intent of the Holding Company and the Bank to discharge the Executive for Specially-Defined Cause, detailing with particularity the facts and circumstances which are alleged to constitute Specially-Defined Cause (the "NOTICE OF INTENT TO DISCHARGE"); and (c) after the giving of the Notice of Intent to Discharge and before the taking of the votes contemplated by Section 6.1(a), the Executive (together with the Executive's legal counsel, if the Executive so desires) is afforded a reasonable opportunity to make both written and oral presentations before the Boards of Directors of the Holding Company and the Bank for the purpose of refuting the alleged grounds for Specially-Defined Cause for the Executive's discharge; and (d) after the votes contemplated by Section 6.1(a), the Holding Company and the Bank have furnished to the Executive a notice of termination which shall specify the effective date of the Executive's termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Boards of Directors of the Holding Company and the Bank authorizing the termination of the Executive's employment for Specially-Defined Cause and stating with particularity the facts and circumstances found to constitute Specially-Defined Cause for the Executive's discharge (the "FINAL DISCHARGE NOTICE").to