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 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.

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 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 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 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 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.