Common use of Proper Cause Clause in Contracts

Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank Company of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency it has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xxxxxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination xor termination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence Manager may terminate the Executive's employment under this Agreement for "proper cause," without prior notice (except as otherwise specified in ections 3.2(c)(i) and 3.2(c)(v), each requiring prior notice in accordance with Section 6.1 of any of the following events or circumstances shall constitute this Agreement ("Notice")). As used in this Agreement, "proper cause" for terminationshall be: (i) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i). provided. however, at that the election Manager may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (ii) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI. would reasonably be expected to have a material adverse impact on the Companyfinancial interests or business reputation of CODI, the Manager or its Affiliates; (iii) gross negligence or willful misconduct in the performance of the term of employment Executive's duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of Manager and/or the Board of Directors of CODI, would reasonably be expected to have, a material impact on the Company for reasons other than a breach financial interest or business reputation of this Agreement in any material respect by CODI, the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company Manager or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of DirectorsAffiliates; (iv) breach of the Executive's duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; (v) willful failure of the Executive shall breach this Agreement to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates within ten (10) days of receiving Notice of any such failure to follow such directives; (vi) the Executive's conviction of, or plea of nolo contendere to, a crime which the Manager and/or the Board of Directors of CODI reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of CODI, the Manager or any other of its Affiliates or the Executive's ability to perform the services required hereunder; (vii) a willful or reckless violation of a material respect and fails regulatory requirement, or of any material written policy or procedure applicable to cure such breach within 30 calendar days after CODI, the Executive receives written notice Manager or its Affiliates, that has a material adverse impact or, in the reasonable discretion of such breach from the CompanyManager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; or (vviii) receipt commission of an act of fraud, embezzlement, or material misappropriation, by the Bank Executive with respect to his relations with CODI, the Manager or its Affiliates, or any of written notice from the Office of the Comptroller of the Currency their respective employees, customers, agents, or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "causerepresentatives." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank Company of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency it has criticized Executive's performance and has either (a) rated the Bank Company a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xxxxxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination xxr termination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-non- solicitation covenants contained in Section 9 10 hereof.

Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 19891939; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx dexxxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination termination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank Company of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency it has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank Company of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency it has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx dexxxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination termination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-non- solicitation covenants contained in Section 9 11 hereof.

Proper Cause. The occurrence Manager may terminate the Executive’s employment under this Agreement for “proper cause,” without prior notice (except as otherwise specified in Sections 3.2(c)(i) and 3.2(c)(v), each requiring prior notice in accordance with Section 6.1 of this Agreement (“Notice”)). As used in this Agreement, “proper cause” shall be: (i) any breach by the Executive of any material provision of this Agreement which breach is not remedied within thirty (30) days after receiving Notice of such breach specifically citing this Section 3.2(c)(i), provided, however, that the Manager may terminate this Agreement immediately, without providing a cure period, in the event that the Executive breaches any provision of Article 4; (ii) an act of dishonesty by the Executive if such act has or, in the reasonable discretion of the following events or circumstances shall constitute "proper cause" for termination, at the election of Manager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the Companyfinancial interests or business reputation of CODI, the Manager or its Affiliates; (iii) gross negligence or willful misconduct in the performance of the term of employment Executive’s duties hereunder if such gross negligence or willful misconduct has or, in the reasonable discretion of the Executive under this Agreement, to wit: (i) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of Manager and/or the Board of Directors of CODI, would reasonably be expected to have, a material impact on the Company for reasons other than a breach financial interest or business reputation of this Agreement in any material respect by CODI, the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company Manager or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of DirectorsAffiliates; (iv) breach of the Executive’s duty of loyalty or other fiduciary duties to CODI, the Manager or its Affiliates; (v) willful failure of the Executive shall breach this Agreement to follow the reasonable directives of the Managing Member or the Board of Directors of CODI pertaining to legal compliance or audits of CODI, the Manager or its Affiliates within ten (10) days of receiving Notice of any such failure to follow such directives; (vi) the Executive’s conviction of, or plea of nolo contendere to, a crime which the Manager and/or the Board of Directors of CODI reasonably determines materially and adversely affects or, in the reasonable discretion of the Manager and/or the Board of Directors of CODI, would reasonably be expected to materially and adversely affect the reputation of CODI, the Manager or any other of its Affiliates or the Executive’s ability to perform the services required hereunder; (vii) a willful or reckless violation of a material respect and fails regulatory requirement, or of any material written policy or procedure applicable to cure such breach within 30 calendar days after CODI, the Executive receives written notice Manager or its Affiliates, that has a material adverse impact or, in the reasonable discretion of such breach from the CompanyManager and/or the Board of Directors of CODI, would reasonably be expected to have a material adverse impact on the financial interests or business reputation of CODI, the Manager or its Affiliates; or (vviii) receipt commission of an act of fraud, embezzlement, or material misappropriation, by the Bank Executive with respect to his relations with CODI, the Manager or its Affiliates, or any of written notice from the Office of the Comptroller of the Currency their respective employees, customers, agents, or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "causerepresentatives." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence Company, upon not less than ten (10) days written notice to the Executive, may terminate the employment by the Company of the Executive if the Board has established and unanimously concluded (excluding the vote of the Executive and/or any member of her immediate family who is then on the Board), during a properly called meeting or meetings, that the Executive has engaged in any of the following conduct (each a "Proper Cause"): (1) willfully refused or failed to carry out specific directions of the Board which are not inconsistent with the duties and responsibilities set forth in Section 1 hereof and which are material to the performance of her duties and responsibilities under said Section 1, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a material breach of any of the following events provisions of Sections 8, 9 or circumstances shall constitute "proper cause" for termination10 of this Agreement; (3) acted fraudulently or dishonestly in her relations with the Company; (4) been convicted of a felony involving an act of moral turpitude, at fraud or misrepresentation; (5) engaged in the election use of illegal substances or alcohol, which use has impaired the Board of Directors Executive's ability, on an ongoing basis, to perform her duties and responsibilities; or (6) willfully engaged in misconduct which materially injured the reputation, business or business relationships of the Company, of monetarily or otherwise. No act, or failure to act, on the term of employment part of the Executive under this Agreementshall be deemed "willful" unless done, or omitted to wit: (i) be done, by the Executive shall voluntarily resign as otherwise than in good faith and in a director, officer manner that the Executive reasonably believed was in or employee not opposed to the best interests of the Company or any significant subsidiary without approval of and its shareholders. In no event shall the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect employment by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing be terminated for Proper Cause unless and until the Board has provided the Executive with the following: (x) written notice specifying the details of the Proper Cause (the "Notice"); (y) an opportunity or opportunities to appear before the Board to respond to such Notice; and (z) thirty (30) days after receiving such Notice during which to remedy, terminate, cure or correct the conduct referred to therein. As a substantial violation result of any material provision such termination for Proper Cause, the Company shall pay, within thirty (30) days of such termination, all amounts accrued or owing but not yet paid under this Agreement through the date of termination and any other benefits in accordance with the terms of any applicable plans and programs of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.

Proper Cause. The occurrence Company, upon not less than ten (10) days written notice to the Executive, may terminate the employment by the Company of the Executive if the Board has established and unanimously concluded (excluding the vote of the Executive and/or any member of his immediate family who is then on the Board), during a properly called meeting or meetings, that the Executive has engaged in any of the following conduct (each a "Proper Cause"): (1) willfully refused or failed to carry out specific directions of the Board which are not inconsistent with the duties and responsibilities set forth in Section 1 hereof and which are material to the performance of his duties and responsibilities under said Section 1, or willfully refused or failed to perform a material part of such duties and responsibilities hereunder; (2) committed a material breach of any of the following events provisions of Sections 8, 9 or circumstances shall constitute "proper cause" for termination10 of this Agreement; (3) acted fraudulently or dishonestly in his relations with the Company; (4) been convicted of a felony involving an act of moral turpitude, at fraud or misrepresentation; (5) engaged in the election use of illegal substances or alcohol, which use has impaired the Board of Directors Executive's ability, on an ongoing basis, to perform his duties and responsibilities; or (6) willfully engaged in misconduct which materially injured the reputation, business or business relationships of the Company, of monetarily or otherwise. No act, or failure to act, on the term of employment part of the Executive under this Agreementshall be deemed "willful" unless done, or omitted to wit: (i) be done, by the Executive shall voluntarily resign as otherwise than in good faith and in a director, officer manner that the Executive reasonably believed was in or employee not opposed to the best interests of the Company or any significant subsidiary without approval of and its shareholders. In no event shall the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect employment by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive; (ii) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing be terminated for Proper Cause unless and until the Board has provided the Executive with the following: (x) written notice specifying the details of the Proper Cause (the "Notice"); (y) an opportunity or opportunities to appear before the Board to respond to such Notice; and (z) thirty (30) days after receiving such Notice during which to remedy, terminate, cure or correct the conduct referred to therein. As a substantial violation result of any material provision such termination for Proper Cause, the Company shall pay, within thirty (30) days of such termination, all amounts accrued or owing but not yet paid under this Agreement through the date of termination and any other benefits in accordance with the terms of any applicable plans and programs of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries; (iii) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; (iv) the Executive shall breach this Agreement in any other material respect and fails to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company; or (v) receipt by the Bank of written notice from the Office of the Comptroller of the Currency or the Federal Reserve Bank that either agency has criticized Executive's performance and has either (a) rated the Bank a "4" or a "5" under the Uniform Financial Institution Rating System or (b) has determined that the Bank is in a "troubled condition" as defined under Section 914 of the Financial Institutions Reform, Recovery and Enforcement Act of 1989; provided, however the inability of the Executive to achieve favorable results of operations for reasons essentially unrelated to the events or circumstances described in paragraph (a)i, (a)ii, (a)iii, (a)iv and (a)v hereof shall not be deexxx xx xxxxxxxxxx xxxxxx xxxxx xxx xermination hereunder. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a) and it is subsequently determined judicially that the termination was "without cause," then such discharge shall be deemed a discharge without cause subject to the provisions of Section 9(b) hereof. In the event that the Company or the Bank discharges Executive alleging "cause" under this Section 9(a), such notice of discharge shall be accompanied by a written and specific description of the circumstances alleging such "cause." The termination of Executive for "cause" shall not entitle the Company or the Bank to enforcement of the non-competition and non-solicitation covenants contained in Section 9 hereof.