Procedure for Termination for Cause. Termination for Cause will be automatic upon the occurrence of an incident under Subsections (2)(a)(1)(A) or (B) above. Otherwise, the Board may not terminate Executive’s employment for Cause unless: (A) With respect to incidents under Subsections (2)(a)(1)(C), (D), (E), (F), (G), (H), (I), or (J): (i) Executive is given reasonable written notice (in no event less than five (5) business-days’ notice) of the Board meeting called to make that determination; and (ii) Executive and Executive’s legal counsel are given the opportunity to address the incident(s) at that meeting. (B) In addition, with respect to incidents under Subsections 2(a)(1)(F) or (G) only, Executive is first given: (i) Written notice by the Board or CEO specifying in detail the performance issues; and (ii) A reasonable opportunity to cure the issues specified in the notice; provided, however, if the Company reasonably expects irreparable injury from a delay in termination, Company may terminate Executive without an opportunity to cure. (iii) If an opportunity to cure is provided, the Company’s Board shall also determine, in its sole discretion, whether Executive has in fact cured the cause and done so in a timely manner.
Appears in 2 contracts
Samples: Change in Control Agreement (Riverview Bancorp Inc), Change in Control Agreement (Riverview Bancorp Inc)
Procedure for Termination for Cause. Termination for Cause will be automatic upon the occurrence of an incident under Subsections (2)(a)(1)(A6(b)(1)(A) or (B1)(B) above. Otherwise, the Board may not terminate Executive’s employment for Cause unless:
(A) With respect to incidents under Subsections (2)(a)(1)(C6(b)(1)(C), (D1)(D), (E1)(E), (F1)(F), (G1)(G), (H1)(H), (I1)(I), or (J): 1)(J):
(i) Executive is given reasonable written notice (in no event less than five (5) business-5)-business days’ notice) of the Board meeting called to make that determination; and
(ii) Executive and Executive’s legal counsel are given the opportunity to address the incident(s) at that meeting. .
(B) In addition, with respect to incidents under Subsections 2(a)(1)(F(1)(F) or (G1)(G) only, Executive is first given: :
(i) Written notice by the Board or the Bank CEO specifying in detail the performance issues; and
(ii) A reasonable opportunity to cure the issues specified in the notice; provided, however, if the Company reasonably expects irreparable injury from a delay in termination, the Company may terminate Executive without an opportunity to cure. .
(iii) If an opportunity to cure is provided, the Company’s Board shall also determine, in its sole discretion, whether Executive has in fact cured the cause and done so in a timely manner. .
Appears in 1 contract
Procedure for Termination for Cause. Termination for Cause will be automatic upon the occurrence of an incident under Subsections (2)(a)(1)(A6(b)(1)(A) or (B1)(B) above. Otherwise, the Board may not terminate Executive’s employment for Cause unless:
(A) With respect to incidents under Subsections (2)(a)(1)(C6(b)(1)(C), (D1)(D), (E1)(E), (F1)(F), (G1)(G), (H1)(H), (I1)(I), or (J): 1)(J):
(i) Executive is given reasonable written notice (in no event less than five (5) business-5)-business days’ notice) of the Board meeting called to make that determination; and
(ii) Executive and Executive’s legal counsel are given the opportunity to address the incident(s) at that meeting. .
(B) In addition, with respect to incidents under Subsections 2(a)(1)(F(1)(F) or (G1)(G) only, Executive is first given: :
(i) Written notice by the Board or the Bank CEO specifying in detail the performance issues; and
(ii) A reasonable opportunity to cure the issues specified in the notice; provided, however, if the Company reasonably expects irreparable injury from a delay in termination, the 718735.0003/9045901.6 5 Company may terminate Executive without an opportunity to cure. .
(iii) If an opportunity to cure is provided, the Company’s Board shall also determine, in its sole discretion, whether Executive has in fact cured the cause and done so in a timely manner. .
Appears in 1 contract
Procedure for Termination for Cause. Termination for Cause will be automatic upon the occurrence of an incident under Subsections (2)(a)(1)(A6(b)(1)(A) or (B1)(B) above. Otherwise, the Board may not terminate Executive’s employment for Cause unless:
(A) With respect to incidents under Subsections (2)(a)(1)(C6(b)(1)(C), (D1)(D), (E1)(E), (F1)(F), (G1)(G), (H1)(H), (I1)(I), or (J): 1)(J):
(i) Executive is given reasonable written notice (in no event less than five (5) business-5)-business days’ notice) of the Board meeting called to make that determination; and
(ii) Executive and Executive’s legal counsel are given the opportunity to address the incident(s) at that meeting. .
(B) In addition, with respect to incidents under Subsections 2(a)(1)(F(1)(F) or (G1)(G) only, Executive is first given: :
(i) Written notice by the Board or CEO specifying in detail the performance issues; and
(ii) A reasonable opportunity to cure the issues specified in the notice; provided, however, if the Company reasonably expects irreparable injury from a delay in termination, the Company may terminate Executive without an opportunity to cure. .
(iii) If an opportunity to cure is provided, the Company’s Board shall also determine, in its sole discretion, whether Executive has in fact cured the cause and done so in a timely manner. .
Appears in 1 contract
