Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement. (b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c). (d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Anson Bancorp Inc), Employment Agreement (Anson Bancorp Inc)
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's ’s estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's ’s employment under this Agreement may be terminated at any time by the Officer upon sixty (60) 60 days' ’ written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In The Directors may terminate the Officer’s employment at any time, but any termination by the Directors, other than termination for Cause, shall not prejudice the Officer’s right to compensation or other benefits under this Agreement. The Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Cause. For purposes of this Paragraph 8(c), the Bank shall have “Cause” to terminate Officer’s employment upon: (i) a determination by the Bank in good faith, that Officer (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Officer’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Officer written notice which describes such breach, failure to perform or conduct and, if during a period of five (5) business days following such notice Officer cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Officer on a previous occasion of the same or a substantially similar breach, failure to perform or conduct which the Bank determines in good faith to be substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Officer shall have no right to cure such breach, failure to perform or conduct; (ii) the violation by Officer of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or any other banking regulator having legal jurisdiction over the Bank), which results from Officer’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or the Bank’s reputation; (iii) the commission in the course of Officer’s employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction); (iv) the conviction of Officer of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Officer from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company, (v) Officer becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and (vi) the occurrence of any event believed by the Bank, in good faith, to have resulted in Officer being excluded from coverage, or having coverage limited as to Officer as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees. Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive any termination of employment.
(d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Xxxxxxxxxxxx Xxx, §000 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform the essential functions of his duties hereunderjob, with or without reasonable accommodation, under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the Savings Bank Officer shall continue be entitled to compensate receive any compensation the Officer at shall have earned prior to the level date of compensation described in Paragraph 2 abovetermination but which remains unpaid, and shall continue be entitled to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’s employment pursuant to this Paragraph 8(c8(d), the question of such incapacity shall be submitted to an impartial physician licensed to practice medicine in South Carolina for determination and reputable physician for determination, who will be selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c8(d).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (FNB Bancshares Inc /Sc/), Merger Agreement (American Community Bancshares Inc)
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.Savings
Appears in 2 contracts
Samples: Employment Agreement (South Street Financial Corp), Employment Agreement (South Street Financial Corp)
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this AgreementAgreement (or in the case of major medical insurance for Employee and his spouse, for the remainder of their natural lives), less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6(c).
(d) The Board Bank may terminate the Officer's Employee’s employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Bank other than termination for cause“Cause” (as defined below), shall not prejudice the Officer's Employee’s right to compensation or other benefits under this Agreement Agreement. Following any termination of Employee’s employment by the Bank for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer “Cause,” Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6(d), the Bank shall include termination because have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetenceor (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority,” including without limitation the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 2 contracts
Samples: Employment Agreement (United Financial Inc), Employment Agreement (United Financial Inc)
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's Employee’s employment under this Agreement may be terminated at any time by the Officer Employee upon sixty ninety (6090) days' days written notice to the Board of DirectorsBank. Upon such termination, the Officer Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of Employee during the term of this Agreement. Upon any such termination, Employee’s estate shall be entitled to receive any compensation due to Employee computed through the last day of the calendar month in which his/her death shall have occurred but which remains unpaid.
(c) In the event the Officer Employee becomes disabled during the term of his his/her employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Employee is permanently unable to perform his his/her duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c)6(c) .
(d) The Board Bank may terminate the Officer's Employee’s employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Bank other than termination for cause“Cause”, (as defined below) shall not prejudice the Officer's Employee’s right to compensation or other benefits under this Agreement for a period of time equal to the remaining period which would have been covered greater of thirty-six (36) months or the balance of the term of this Agreement. Following any termination of Employee’s employment by this Agreement if such termination had not occurred. The Officer the Bank for “Cause”, Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6(d), the Bank shall include termination because have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetenceor (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or officer of, or a party affiliated with, the Bank or any of its affiliates or subsidiaries;
(v) Employee becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 2 contracts
Samples: Employment Agreement (New Century Bancorp Inc), Employment Agreement (New Century Bancorp Inc)
Termination and Termination Pay. (a) The Officer may terminate his employment under this Agreement at any time upon sixty (60) days notice to the Board and the Bank Board. Upon such termination, the Officer shall be entitled to receive payment of his Base Salary and all benefits and other compensation earned, vested, accrued or accruing through the effective date of such termination; provided, however, that the Board and the Bank Board, acting as one party and in their sole discretion, may elect for the Officer not to serve out part or all of said notice period.
(b) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which eventhis death. Upon any such termination, the Officer's estate shall be entitled to receive the promptly payment of his Base Salary and all benefits and other compensation due the Officer earned, vested, accrued or accruing through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationhis death.
(c) In the event the Officer becomes disabled Disabled (as defined below) during the term Term, for the greater of (i) six (6) months from the date of the determination the Officer has become Disabled and (ii) the remainder of the Term the Bank shall pay to the Officer an amount equal to sixty-six point sixty-seven percent (66.67%) of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 aboveBase Salary, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement. At its expense, for the remaining term of this Agreement, less any other payments provided under any Bank shall maintain a disability income plan of policy upon the Savings Bank which is applicable Officer sufficient to the Officerfund its obligations herein. In the event of any disagreement between the Officer and the Savings Bank Corporation and the Bank, acting as one party, as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c)has become Disabled, the question of such incapacity Officer shall be submitted to examined by an impartial and reputable physician for determinationpracticing within Mecklenburg County, North Carolina, selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians practicing within Mecklenburg County, North Carolina (one (1) of whom shall be selected by the Savings Bank Corporation and the other Bank, acting as one party, and one (1) selected by the Officer), and such the determination of the question of such incapacity by such physician or physicians as to whether the Officer has become Disabled shall be final and binding on the Officer Officer, the Corporation and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(cSection 7(c).
(d) The Board may terminate . For purposes of this Agreement, "Disabled" means that the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right Officer has become permanently unable to compensation or other benefits perform satisfactorily his duties and responsibilities under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation reason of physical incapacity or other benefits for any period after termination for "causemental impairment." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.,
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred but which remains unpaid and the Bank shall continue to provide the insurance coverages then in effect for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (Employee’s family as defined set forth in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b3(d) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationhereof.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6(c).
(d) The Board Bank may terminate the Officer's Employee’s employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Bank other than termination for cause“Cause” (as defined below), shall not prejudice the Officer's Employee’s right to compensation or other benefits throughout the remaining term of this Agreement. Following any termination of Employee’s employment by the Bank for “Cause,” Employee shall have no further rights under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6(d), the Bank shall include termination because have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetenceor (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct. Notwithstanding anything contained herein to the contrary, any act, or failure to act, based upon authority granted pursuant to resolutions duly adopted by the Board of Directors of the Bank or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the interest of the Bank and shall not be considered Cause.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority,” including without limitation the Federal Deposit Insurance Corporation, the Office of Comptroller of the Currency or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions of this Agreement.event described in
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Xxxxxxx, employment under this Agreement may be terminated at any time by Xxxxxxx upon sixty (60) days, written notice to the, Bank. Upon such termination, Xxxxxxx shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Xxxxxxx not to serve out part or all of said notice period.
(b) Xxxxxxx'x employment under this Agreement shall be terminated upon the death of the Officer Xxxxxxx during the term of this Agreement. Upon any such termination, in which eventXxxxxxx, the Officer's estate shall be entitled to receive the any compensation due the Officer to Xxxxxxx computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Xxxxxxx becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Xxxxxxx is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Xxxxxxx at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Xxxxxxx each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerXxxxxxx. In the event of any disagreement between the Officer Xxxxxxx and the Savings Bank as to whether the Officer Xxxxxxx is physically or mentally incapacitated such as will result in the termination of the Officer's Xxxxxxx'x employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Xxxxxxx and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerXxxxxxx), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Xxxxxxx and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6 (c).
(d) The Board Bank may terminate the Officer's Xxxxxxx'x employment at any timetime for any reason with or without "Cause" (as defined below), but any termination by the Board, Bank other than termination for cause, "Cause," (as defined below) shall not prejudice the Officer's Xxxxxxx'x right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Xxxxxxx'x employment by the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer Bank for "Cause", Xxxxxxx shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for such termination). For purposes of this Paragraph 6 (d) , the Bank shall have "cause.Cause" Termination for "cause" shall include termination because to terminate Xxxxxxx, employment upon:
(i) A determination by the Bank, in good faith, that Xxxxxxx (A) has breached in any material respect any of the Officerterms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank's personal dishonestybusiness or reputation. Prior to any termination by the Bank of Xxxxxxx, incompetenceemployment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Xxxxxxx written notice which describes such breach, failure to perform or conduct and if during a period of five (5) days following such notice Xxxxxxx cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Xxxxxxx on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Xxxxxxx shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Xxxxxxx of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a "Regulatory Authority", including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, the Federal Reserve Board or any other banking regulator), which results from Xxxxxxx, gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank's reputation;
(other than traffic violations iii) The commission in the course of Xxxxxxx'x employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Xxxxxxx of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Xxxxxxx from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Xxxxxxx becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank's affairs (or if proceedings for that purpose are commenced) by, any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Xxxxxxx being excluded from coverage, or having coverage limited as to Xxxxxxx as compared to other covered officers or employees, under the Bank's then current "blanket bond" or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's ’s estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his the Officer’s death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's ’s employment under this Agreement may be terminated at any time by the Officer upon sixty (60) 60 days' ’ written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In The Directors may terminate the Officer’s employment at any time, but any termination by the Directors, other than termination for Cause, shall not prejudice the Officer’s right to compensation or other benefits under this Agreement. The Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Cause. Termination for Cause shall include termination because of the Officer’s personal dishonesty or moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive any termination of employment.
(d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Dxxxxxxxxxxx Xxx, §000 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunderthe essential functions of the Officer’s job under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the Savings Bank Officer shall continue be entitled to compensate receive any compensation the Officer at shall have earned prior to the level date of compensation described in Paragraph 2 abovetermination but which remains unpaid, and shall continue be entitled to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’s employment pursuant to this Paragraph 8(c8(d), the question of such incapacity shall be submitted to an impartial physical licensed to practice medicine in North Carolina for determination and reputable physician for determination, who will be selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c8(d).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Carolina Trust BancShares, Inc.)
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6(c).
(d) The Board Bank may terminate the Officer's Employee’s employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Bank other than termination for cause, “Cause” (as defined below) shall not prejudice the Officer's Employee’s right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Employee’s employment by the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer Bank for “Cause” (as defined below), Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6(d) , the Bank shall include termination because have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetenceor (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of five business (5) days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; or
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Samples: Employment Agreement (Weststar Financial Services Corp)
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during under the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Bank, through consultation with an independent third party, that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6(c).
(d) The Board Bank may terminate the Officer's Employee’s employment at any timetime for any reason with or without “Cause” (as defined below). Any termination of Employee’s employment which is not for “Cause” (as defined below) shall entitle Employee to the compensation specified in Paragraph 2 above as to salary for the remaining term of the contract and Paragraph 3(v) above as to medical benefits for the remaining term of this agreement. Any termination of Employee’s employment which is for “Cause” (as defined below) shall mean that Employee has no further rights to receive payments for compensation or benefits under this Agreement, but with the exception of any vested benefits of Employee under any employee benefits plan of the Bank or the Company. For purposes of this Paragraph 6(d), the Bank shall have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful conduct which is materially detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the BoardBank of Employee’s employment for a breach, other than failure to perform or conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of thirty (30) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer subparagraph (i) shall be effective immediately and Employee shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonestycure such breach, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of Richmond, Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank or the Company), which results from Employee’s gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs by any Regulatory Authority; and,
(vi) The occurrence of any event that results in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Xxx’x employment under this Agreement may be terminated at any time by Xxx upon sixty (60) days written notice to the Bank. Upon such termination, Xxx shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Xxx not to serve out part or all of said notice period.
(b) Xxx’x employment under this Agreement shall be terminated upon the death of the Officer Xxx during the term of this Agreement. Upon any such termination, in which event, the Officer's Xxx estate shall be entitled to receive the any compensation due the Officer to Xxx computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Xxx becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Xxx is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Xxx at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Xxx each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerXxx. In the event of any disagreement between the Officer Xxx and the Savings Bank as to whether the Officer Xxx is physically or mentally incapacitated such as will result in the termination of the Officer's Xxx’x employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Xxx and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerXxx), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Xxx and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6 (c).
(d) The Board Bank may terminate the Officer's Xxx’x employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Bank other than termination for cause“Cause”, (as defined below) shall not prejudice the Officer's Xxx’x right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Xxx’x employment by the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer Bank for “Cause”, Xxx shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6 (d), the Bank shall include termination because have “Cause” to terminate Xxx’x employment upon:
(i) A determination by the Bank, in good faith, that Xxx (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetenceor (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Xxx’x employment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Xxx written notice which describes such breach, failure to perform or conduct and if during a period of five business (5) days following such notice Xxx cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Xxx on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Xxx shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Xxx of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Xxx’x gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Xxx’x employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Xxx of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Xxx from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Xxx becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Xxx being excluded from coverage, or having coverage limited as to Xxx as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement may be terminated at any time by Officer upon ninety (90) days written notice to the Employer. Upon such termination, Officer shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Employer, in its sole discretion, may elect for Officer not to serve out part or all of said notice period.
(b) Officer’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement. Upon any such termination, in which event, the Officer's ’s estate shall be entitled to receive the any compensation due the to Officer computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Employer that the Officer is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank Employer (i) shall continue to compensate the Officer at the minimum base salary level of compensation described in Paragraph 2 aboveabove then in effect as increased from time to time for the twelve months following the termination of Officer’s employment pursuant to this Paragraph 6(c), and (ii) shall continue to provide the Officer each of the other benefits set forth or described in this AgreementAgreement including, without limitation, a pro rata portion of the bonus accrued for Officer as of the remaining term date Officer’s employment is terminated pursuant to this Paragraph 6(c) in such calendar year of this Agreementtermination hereunder (collectively, less the “Disability Benefits”). The Disability Benefits shall be reduced by any other payments provided under any disability income plan of the Savings Bank Employer which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank Employer as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank Employer or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank Employer and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings BankEmployer. The Savings Bank Employer shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6(c).
(d) The Board Employer may terminate the Officer's ’s employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Employer other than termination for cause, “Cause,” (as defined below) shall not prejudice the Officer's ’s right to compensation or other benefits under this Agreement for a period of time equal to the remaining period which would have been covered by balance of the term of this Agreement if such Agreement. Following any termination had not occurred. The of Officer’s employment for “Cause,” Officer shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6(d), the Employer shall include termination because have “Cause” to terminate Officer’s employment upon:
(i) A determination by the Employer, in good faith, that Officer (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Company or to the Bank or which has had or likely will have a material adverse effect on the business or reputation of the Company or the Bank. Prior to any termination of Officer's personal dishonesty’s employment for a breach, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Employer shall give Officer written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Officer cures or corrects the same to the reasonable satisfaction of the Employer, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Employer has given written notice to Officer on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Employer determines in good faith to be of substantially similar import, or if the Employer determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Officer shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Officer of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Company or the Bank or any of their affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, the Board of Governors of the Federal Reserve or any other banking regulator having legal jurisdiction over the Company or the Banks), which results from Officer’s gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Company or any of its affiliates or subsidiaries or to the reputation of the Company or the Bank;
(other than traffic violations iii) The commission in the course of Officer’s employment with the Employer of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Officer of any felony or final cease-and-desist ordermisdemeanor involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Officer from serving as an employee or officer of, or a party affiliated with, the Company or the Bank or any of their affiliates or subsidiaries;
(v) Officer becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the affairs of the Company or the Bank (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Company, in good faith, to have resulted in Officer being excluded from coverage, or having coverage limited as to Officer as compared to other covered officers or employees, under the Employer’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Bank, through consultation with an independent third party, that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, Employee’s employment under this Agreement shall be terminated. Upon such termination, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c6(c).
(d) The Board Bank may terminate the Officer's Employee’s employment at any timetime for any reason with or without “Cause” (as defined below, but which definition shall include the occurrence of one or more of the events described in Paragraph 6(d)(i)–(vi)). Any termination of Employee’s employment which is not for Cause shall entitle Employee to the compensation specified in Paragraph 2 above as to salary for the remaining term of the contract and Paragraph 3(iii) above as to medical benefits for the remaining term of this agreement. Any termination of Employee’s employment which is for Cause shall mean that Employee has no further rights to receive payments for compensation or benefits under this Agreement, with the exception of any vested benefits of Employee under any employee benefits plan of the Bank or the Company. For purposes of this Paragraph 6(d), the Bank shall have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee
(A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful conduct which is materially detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the BoardBank of Employee’s employment for a breach, other than failure to perform or conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of thirty (30) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer subparagraph (i) shall be effective immediately and Employee shall have no right to receive compensation cure such breach, failure to perform or other benefits for conduct.
(ii) The violation by Employee of any period after termination for "cause." Termination for "cause" shall include termination because applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority,” including without limitation the Board of Governors of the Officer's personal dishonestyFederal Reserve System, incompetencethe Federal Reserve Bank of Richmond, the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, or any other banking regulator having legal jurisdiction over the Bank or the Company), which results from Employee’s gross negligence, willful misconduct, breach or intentional disregard of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any such law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist regulation, order, or material policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft, or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee is removed, suspended, or prohibited from participating in the conduct of the Bank’s affairs by any Regulatory Authority; and,
(vi) The occurrence of any event that results in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Xxxx’x employment under this Agreement may be terminated at any time by Xxxx upon ninety (90) days written notice to the Bank. Upon such termination, Xxxx shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Xxxx not to serve out part or all of said notice period.
(b) Xxxx’x employment under this Agreement shall be terminated upon the death of the Officer Xxxx during the term of this Agreement. Upon any such termination, in which event, the Officer's Xxxx’x estate shall be entitled to receive the any compensation due the Officer to Xxxx computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Xxxx becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Xxxx is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Xxxx at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Xxxx each of the other benefits set forth or described in this Agreement, for the remaining term of this AgreementAgreement (or in the case of major medical insurance for Xxxx and his spouse, for the remainder of their natural lives), less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerXxxx. In the event of any disagreement between the Officer Xxxx and the Savings Bank as to whether the Officer Xxxx is physically or mentally incapacitated such as will result in the termination of the Officer's Xxxx’x employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Xxxx and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerXxxx), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Xxxx and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c)6(c) .
(d) The Board Bank may terminate the Officer's Xxxx’x employment at any timetime for any reason with or without “Cause” (as defined below), but any termination by the Board, Bank other than termination for cause“Cause”, (as defined below) shall not prejudice the Officer's Xxxx’x right to compensation or other benefits under this Agreement Agreement. Following any termination of Xxxx’x employment by the Bank for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer “Cause”, Xxxx shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" such termination). For purposes of this Paragraph 6(d), the Bank shall include termination because have “Cause” to terminate Xxxx’x employment upon:
(i) A determination by the Bank, in good faith, that Xxxx (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetenceor (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Xxxx’x employment for a breach, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated dutiesor conduct described in this subparagraph (i), the Bank shall give Xxxx written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Xxxx cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Xxxx on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Xxxx shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Xxxx of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Xxxx’x xxxxx negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(other than traffic violations iii) The commission in the course of Xxxx’x employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Xxxx of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Xxxx from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Xxxx becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Xxxx being excluded from coverage, or having coverage limited as to Xxxx as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The OfficerExecutive's employment under this Agreement may be terminated at any time by Executive upon sixty (60) days written notice to the Bank. Upon such termination, Executive shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Executive not to serve out part or all of said notice period.
(b) Executive's employment under this Agreement shall be terminated upon the death of the Officer Executive during the term of this Agreement. Upon any such termination, in which event, the OfficerExecutive's estate shall be entitled to receive the any compensation due the Officer to Executive computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Executive becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Executive is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Executive at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Executive each of the other benefits set forth or described in this Agreement, for the remaining term of this AgreementEmployment Period, less any other payments provided under any disability income plan of the Savings Bank or UCB, which is applicable to the OfficerExecutive. In the event of any disagreement between the Officer Executive and the Savings Bank as to whether the Officer Executive is physically or mentally incapacitated such as will result in the termination of the OfficerExecutive's employment pursuant to this Paragraph 8(c5(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Executive and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerExecutive), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Executive and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c)5(c) .
(d) The Board Bank may terminate the OfficerExecutive's employment at any timetime for any reason with or without "Cause" (as defined below), but any termination by the Board, Bank other than termination for cause"Cause", (as defined below) shall not prejudice the OfficerExecutive's right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Executive's employment by the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer Bank for "Cause", Executive shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for such termination). For purposes of this Paragraph 5(d) , the Bank shall have "cause.Cause" Termination for "cause" shall include termination because to terminate Executive's employment upon:
(i) A determination by the Bank, in good faith, that Executive (A) has breached in any material respect any of the Officer's personal dishonestyterms or conditions of this Agreement, incompetence, or (B) is engaging or has engaged in willful misconduct, breach of fiduciary duty involving personal profit, intentional misconduct or conduct which is materially or demonstrably injurious to the Bank or the Executive has shown a continued failure to perform stated dutiessubstantially Executive's duties with the Bank other than any such failure resulting from disability For purposes of this provision, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to resolutions duly adopted by the Board of Directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the interest of the Bank. Prior to any termination by the Bank of Executive's employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Executive written notice which describes such breach, failure to perform or conduct and if during a period of five business (5) days following such notice Executive cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Executive on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Executive shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Executive of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a "Regulatory Authority", including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Executive's gross negligence, willful violation misconduct or intentional disregard of any such law, rule, regulation regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank's reputation;
(other than traffic violations iii) The commission in the course of Executive's employment with the Bank of an act of fraud, embezzlement, theft or similar offensesproven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Executive of any felony or final cease-and-desist orderany criminal offense involving dishonesty or breach of trust, or material breach the occurrence of any provisions event described in Section 19 of this Agreementthe Federal Deposit Insurance Act or any other event or circumstance which disqualifies Executive from serving as an employee or executive officer of, or a party affiliated with, the Bank or UCB;
(v) Executive becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank's affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Executive being excluded from coverage, or having coverage limited as to Executive as compared to other covered officers or employees, under the Bank's then current "blanket bond" or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c9(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c9(c).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's Quick,s employment under this Agreement may be terminated at any time by the Officer Quick upon sixty (60) days' written notice to the Board of DirectorsTriangle. Upon such termination, the Officer Quick shall be entitled to receive compensation through the effective date of such termination; provided, however, that Triangle, in its sole discretion, may elect for Quick not to serve out part or all of said notice period.
(b) Quick's employment under this Agreement shall be terminated upon the death of Quick during the term of this Agreement. If Quick's death occurs between October 25, 1996 and October 24, 1997, Triangle shall pay to Quick's estate an amount equal to Seventy-One Thousand Three Hundred and no/100 Dollars ($71,300.00) . If Quick's death occurs between October 25, 1997 and October 24, 1998, Triangle shall pay to Quick's estate an amount equal to Thirty-Five Thousand Seven Hundred and no/100 Dollars ($35,700.00). If Quick's death occurs after October 25, 1998, Quick's estate shall be entitled to receive any compensation that Quick shall have earned prior to the date of his death but which remains unpaid.
(c) In the event the Officer Quick becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Triangle that the Officer Quick is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank Triangle shall continue to compensate the Officer Quick at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Quick each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank Triangle which is applicable to the OfficerQuick. In the event of any disagreement between the Officer Quick and the Savings Bank Triangle as to whether the Officer Quick is physically or mentally incapacitated such as will result in the termination of the OfficerQuick's employment pursuant to this Paragraph 8(c)7 (c) , the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Quick and the Savings Bank Triangle or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank Triangle and the other by the OfficerQuick), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Quick and the Savings BankTriangle. The Savings Bank Triangle shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c7(c).
(d) The Board Triangle may terminate the OfficerQuick's employment at any timetime for any reason with or without "Cause" (as defined below) , but any termination by the Board, Triangle other than termination for cause, "Cause" (as defined below) shall not prejudice the OfficerQuick's right to compensation or other benefits under this Agreement for the its remaining period which would have been covered term. Following any termination of Quick's employment by this Agreement if such termination had not occurred. The Officer Triangle for "Cause" Quick shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after termination for "causesuch termination)." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's ’s estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his the Officer’s death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's ’s employment under this Agreement may be terminated at any time by the Officer upon sixty (60) 60 days' ’ written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In The Directors may terminate the Officer’s employment at any time, but any termination by the Directors, other than termination for Cause, shall not prejudice the Officer’s right to compensation or other benefits under this Agreement. The Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Cause. Termination for Cause shall include termination because of the Officer’s personal dishonesty or moral turpitude, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive any termination of employment.
(d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with Dxxxxxxxxxxx Xxx, §000 of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunderthe essential functions of the Officer’s job under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the Savings Bank Officer shall continue be entitled to compensate receive any compensation the Officer at shall have earned prior to the level date of compensation described in Paragraph 2 abovetermination but which remains unpaid, and shall continue be entitled to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’ s employment pursuant to this Paragraph 8(c8(d), the question of such incapacity shall be submitted to an impartial physical licensed to practice medicine in North Carolina for determination and reputable physician for determination, who will be selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c8(d).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer shall have no right to receive compensation or other benefits for any period after termination for "cause." Termination for "cause" shall include termination because of the Officer's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Yadkin Valley Financial Corp)
