Common use of TERMINATION AND EFFECTS OF TERMINATION Clause in Contracts

TERMINATION AND EFFECTS OF TERMINATION. 3.1 Notwithstanding any other provisions of this Agreement, Employer shall terminate Employee’s employment under this Agreement at any time during the Term for any of the following reasons: (i) For Cause (as defined herein) upon the determination by the Board that Cause exists for the termination of the employment relationship. For purposes of this Agreement, “Cause” shall mean (a) Employee’s gross negligence, recklessness or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement; (b) Employee has been indicted or convicted of a felony, entered a plea of guilty or nolo contendere to a felony charge or accepted a deferred adjudication or probated sentence in connection with, an alleged felony; (c) Employee has willfully refused without proper legal reason to perform the duties and responsibilities required of Employee under this Agreement which remains uncorrected for thirty (30) days following written notice to Employee by the Board of such failure to perform; (d) Employee has engaged in conduct or acts of moral turpitude that Employee knows or should know is materially injurious to the Company or any of its subsidiaries and affiliates; (e) Employee’s breach of any provision of this Agreement or corporate code or policy; or (f) Employee violates any applicable law in the conduct of Employee’s duties hereunder. It is expressly acknowledged and agreed that the decision as to whether “cause” exists for termination of the employment relationship by Employer is delegated to the Board for determination. If Employee disagrees with the decision reached by the Board, the dispute will be limited to whether the Board reached its decision in good faith;

TERMINATION AND EFFECTS OF TERMINATION. 3.1 Notwithstanding any other provisions of this Agreement, Employer shall have the right to terminate Employee’s employment under this Agreement at any time during the Term for any of the following reasons: (i) For Cause (as defined herein) upon the determination by the Board that Cause exists for the termination of the employment relationship. For purposes of this Agreement, “Cause” shall mean (a) Employee’s gross negligence, recklessness or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement; (b) Employee has been indicted or convicted of a felony, felony or entered a plea of guilty or nolo contendere to a felony charge or accepted a deferred adjudication or probated sentence in connection with, an alleged felonycharge; (c) Employee has willfully refused without proper legal reason to perform the duties and responsibilities required of Employee under this Agreement which remains uncorrected for thirty (30) days following written notice to Employee by the Board Employer of such failure to perform; (d) Employee has engaged in conduct or acts of moral turpitude that Employee knows or should know is materially injurious to the Company Employer or any of its subsidiaries and affiliates; (e) Employee’s breach of any provision of this Agreement or corporate code or policy; or (f) Employee violates any applicable law in the conduct of Employee’s duties hereunder. It is expressly acknowledged and agreed that the decision as to whether “cause” exists for termination of the employment relationship by Employer is delegated to the Employer’s Board of Directors for determination. If Employee disagrees with the decision reached by the BoardEmployer’s Board of Directors, the Employee may submit the dispute will to binding arbitration pursuant to this paragraph. Such arbitration shall be limited conducted before a single arbitrator in Houston, Texas, in accordance with the Employment Arbitration Rules of the American Arbitration Association (“AAA”) then in effect, provided that the parties may agree to whether use an arbitrator other than those provided by the Board reached its AAA. The arbitrator shall not have the authority to add to, detract from, or modify any provision hereof. The arbitrator shall have the authority to order all remedies otherwise available in a civil court, including, without limitation, back pay, severance compensation, vesting options (or cash compensation in lieu of vesting options), reimbursement of costs, including those incurred to enforce this Agreement, and interest thereon in the event the arbitrators determine the Employee was terminated without “cause”, as defined herein, or that the Company has otherwise materially breached this Agreement. A decision by the arbitrator shall be final and binding. The arbitration shall be conducted consistent with all applicable law, and the arbitration award shall be in good faith;writing, in a form capable of review if required by applicable law. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The prevailing party in any arbitration conducted under this section shall be entitled to an award of reasonable legal fees and expenses incurred.

TERMINATION AND EFFECTS OF TERMINATION. 3.1 Notwithstanding any other provisions of this Agreement, Employer shall have the right to terminate Employee’s employment under this Agreement at any time during the Term for any of the following reasons: (i) For Cause (as defined herein) upon the determination by the Board that Cause exists for the termination of the employment relationship. For purposes of this Agreement, “Cause” shall mean (a) Employee’s gross negligence, recklessness or willful misconduct in the performance of the duties and services required of Employee pursuant to this Agreement; (b) Employee has been indicted or convicted of a felony, entered a plea of guilty or nolo contendere to a felony charge or accepted a deferred adjudication or probated sentence in connection with, an alleged felony; (c) Employee has willfully refused without proper legal reason to perform the duties and responsibilities required of Employee under this Agreement which remains uncorrected for thirty (30) days following written notice to Employee by the Board Employer of such failure to perform; (d) Employee has engaged in conduct or acts of moral turpitude that Employee knows or should know is materially injurious to the Company Employer or any of its subsidiaries and affiliates; (e) Employee’s breach of any provision of this Agreement or corporate code or policy; or (f) Employee violates any applicable law in the conduct of Employee’s duties hereunder. It is expressly acknowledged and agreed that the decision as to whether “cause” exists for termination of the employment relationship by Employer is delegated to the Board for determination. If Employee disagrees with the decision reached by the Board, the dispute will be limited to whether the Board reached its decision in good faith;

TERMINATION AND EFFECTS OF TERMINATION. 3.1 Notwithstanding any other provisions of this Agreement, Employer during the Term, the Bank shall have the right to terminate EmployeeExecutive’s employment under this Agreement at any time during the Term for any of the following reasons: (ia) For Cause (as defined herein) upon the determination by the Board Bank that Cause exists for the termination of the employment relationship. For purposes of this Agreement, “Cause” shall mean means (ai) EmployeeExecutive’s gross negligence, recklessness or willful misconduct in the performance of the duties and services required of Employee Executive pursuant to this Agreement; (bii) Employee has been indicted Executive’s indictment or convicted conviction of a felony, entered a or plea of guilty or nolo contendere to a felony charge or accepted acceptance of a deferred adjudication or probated sentence in connection with, an alleged felony; (ciii) Employee has willfully refused Executive’s willful refusal without proper legal reason to perform the duties and responsibilities required of Employee Executive under this Agreement which remains uncorrected for thirty (30) days following written notice to Employee Executive by the Board of such failure to perform; (div) Employee has engaged Executive’s engaging in conduct or acts of moral turpitude that Employee Executive knows or should know is materially injurious to the Company Bank or any of its subsidiaries and affiliates; (ev) EmployeeExecutive’s material breach of any provision of this Agreement or Bank corporate code or policy; or (fvi) Employee violates Executive’s violation of any applicable law in the conduct of EmployeeExecutive’s duties hereunderduties. It is expressly acknowledged and agreed that the decision as to whether “cause” exists for termination of the employment relationship by Employer the Bank is delegated to the Board for determination. If Employee Executive disagrees with the decision reached by the Board, the dispute will be limited to whether the Board reached its decision in good faith;