Termination by Bank. If the Bank, or its successor in interest by merger, or its transferee in the event of a purchase in an assumption transaction (for reasons other than Executive's death, disability, or Cause)
(1) terminates Executive's employment within one year following a Change in Control (as defined below), or (2) terminates Executive's employment before the Change in Control but on or after the date that any party either announces or is required by law to announce any prospective Change in Control transaction and a Change in Control occurs within six months after the termination, the Bank will provide Executive with the payment and benefits described in Section 9(d)(3) below.
Termination by Bank. Notwithstanding the provisions of Section 2 of this Agreement, the Board of Directors of the Bank may, in its sole discretion, terminate the Executive's employment with the Bank under this Agreement at any time in any lawful manner after one hundred eighty (180) days from the date of initial employment as determined in accordance with Section 2, and the anniversary date for each year thereafter, in the event this Agreement is automatically renewed, by not less than thirty (30) days written notice to the Executive (or, at the Bank's option, pay for such thirty days in lieu of notice) and in such event, unless the Bank terminates the Executive's employment with the Bank for Cause as defined in Section 10 of this Agreement or, unless the Executive's employment is terminated in Contemplation of a Change of Control or within twelve (12) months after a Change of Control, the Executive shall be paid, during the twelve (12) months following such termination at such times as payment was theretofore made, the base compensation that the Executive would have been entitled to receive during such period of time had such termination not occurred, such payments to be in addition to any payment in lieu of notice. Furthermore, the Bank shall pay to the Executive in equal monthly payments an amount sufficient to fully fund any Benefit Plans of the Bank, with respect to the Executive, commencing at the beginning of the first month following termination of Executive's employment with the Bank pursuant to this paragraph, and ending twelve (12) months after such termination. In the event that a payment made with respect to any benefit plan or program would otherwise violate the terms of the plan or program, an equivalent amount shall be paid directly to Executive. Executive shall owe no duty to mitigate these payments, and shall not be required to obtain or attempt to obtain alternate employment during such twelve (12) month period. If Executive obtains other gainful employment during such twelve (12) month period, the compensation and benefits received by Executive during said period from such other employment shall not reduce the payments otherwise due to Executive pursuant to this section.
Termination by Bank. The Bank and Bancorp may, at their election and in their sole discretion, terminate Executive’s employment and this Agreement at any time and for any reason or for no reason, upon thirty (30) days prior written notice to Executive, without prejudice to any other remedy to which the Bank or Bancorp may be entitled either at law, in equity or under this Agreement. Unless otherwise agreed in writing by Bank and Bancorp, at the effective time of such notice Executive shall continue performing and discharging the duties and responsibilities of his positions for such thirty (30) day period. All rights and obligations accruing to Executive under this Agreement shall cease at such termination, except that such termination shall not prejudice Executive’s rights regarding employment benefits which shall have accrued prior to such termination, including the right to receive the severance benefits specified in paragraph 9 (d) (ii) below.
Termination by Bank. Notwithstanding any of the foregoing provisions in this Agreement, Bank, by action of the Board, may terminate or elect not to extend the employment of Executive hereunder without notice at any time, for Cause or without Cause. For purposes of this Agreement, “Cause” includes, but is not limited to: (i) any material breach of the terms of this Agreement which negatively impacts Bank; (ii) personal dishonesty, fraud, disloyalty, or theft; (iii) disclosure of Bank’s confidential information except in the course of performing his duties while employed by Bank; (iv) willful illegal or disruptive conduct which impairs the reputation, goodwill or business position of Bank; (v) breach of fiduciary duty involving personal profit; (vi) any order or request for removal of Executive by any regulatory authority having jurisdiction over Bank; or (vii) Executive’s disability, as defined in any disability insurance policy of Bank with benefits payable to Executive, or if there is no such disability insurance policy, then as defined in Bank’s established policy applicable to executive officers (“Disability”). Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the members of the Board at a duly constituted meeting of the Board, finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the reasons therefor. Executive shall have the right to appear and defend himself at any meeting of the Board at which such a resolution is under consideration.
Termination by Bank. The Executive's employment hereunder may be terminated by the Bank, without further liability on the part of the Bank, effective immediately, by a two-thirds vote of all of the members of the Board of Directors of the Bank for Cause (as such term is defined in Section 6.2) by written notice to the Executive setting forth in reasonable detail the nature of such Cause, provided that the Board has complied with the provisions of Section 6.3.
Termination by Bank. The Bank may terminate Executive’s employment during the Term, with or without Cause, immediately on written notice to Executive if with Cause or after thirty (30) days’ written notice if without Cause.
Termination by Bank. The Bank may terminate Executive’s employment during the Term with or without Cause immediately on written notice to Executive. “Cause” shall mean: (i) Executive’s failure to follow the reasonable directions of the President and Chief Executive Officer of the Bank and the failure to cure such failure to the Bank’s satisfaction within ten (10) days after receipt of written notice from the President and Chief Executive Officer of the Bank specifying the particulars of the failure; (ii) any intentional misconduct by Executive in connection with the Bank’s business or relating to Executive’s duties hereunder, or any willful violation of any laws, rules or regulations applicable to banks or the banking industry generally; (iii) Executive’s material failure to comply with the Bank’s written policies and the failure to cure such failure to the Bank’s satisfaction within ten (10) days after receipt of written notice from the President and Chief Executive Officer of the Bank specifying the particulars of the failure; (iv) any act of fraud, misappropriation or embezzlement by Executive; (v) a material breach of this Agreement that is not cured by Executive within ten (10) days of written notice by the President and Chief Executive Officer of the Bank of the breach; or (vi) the conviction of Executive of, or Executive’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining).
Termination by Bank. “Cause.” Bank shall have the right to terminate Executive’s employment hereunder at any time, with or without “Cause” (as defined below). In the event of any termination by Bank, Bank shall give Executive forty-five (45) days prior notice of any termination without Cause, but shall not be obligated to give Executive prior notice of a termination with Cause. Bank shall nevertheless be obligated to pay Executive such compensation and severance, if any, as may be provided for in this Agreement under the applicable circumstances. Bank will give Executive notice of termination of his employment pursuant to a “Notice of Termination” (as defined below).
Termination by Bank. During the Term, the Employee’s employment, and this Agreement, may be terminated by the Bank:
(i) for Cause, upon written notice to the Employee approved by two-thirds of the members of the Board of Directors, in which event the Employee shall not be entitled to any post-termination compensation or benefits;
(ii) at any time without Cause (provided that the Bank shall give the Employee at least 30 days prior written notice of the Bank’s intent to terminate), in which event the Bank shall (1) be required to pay to the Employee a severance benefit equal to one times the Employee’s Annual Base Salary as of the date of termination, said benefit to be payable over the course of the 12-month period following termination in accordance with the Bank’s normal payroll practices, and (2) reimburse the Employee for the reasonable cost of premium payments paid by the Employee to continue the Employee’s then-existing health insurance for himself as provided by the Bank for the lesser of (A) 12 months following termination and (B) until such time as the Employee obtains other employment providing health insurance coverage, provided that the Bank may discontinue reimbursing the Employee for such premium payments for the applicable time period and instead provide a cash payment to the Employee (for the Employee to use as the Employee deems appropriate) equal to the amount of the remainder of such reimbursable premium payments in the event that the Bank determines that continued reimbursement of premium payments would cause a violation of applicable nondiscrimination rules (for the avoidance of doubt, the termination of the Employee’s employment by the Bank upon the disability of the Employee under Section 5(a)(iii) below shall not be considered or deemed termination of the Employee’s employment without Cause under this Section 5(a)(ii)); or
(iii) at any time upon the Disability of the Employee (provided that the Bank shall give the Employee at least 30 days prior written notice of the Bank’s intent to terminate), in which event the Employee will be entitled to such benefits (if any) as may be available to the Employee under the Bank’s disability insurance policy or policies (if any) then in effect.
Termination by Bank. The Bank may terminate Executive’s employment during the Term with or without Cause immediately on written notice to Executive. “Cause” shall mean: (i) Executive’s failure to follow the reasonable directions of the Bank Board and the failure to cure such failure to the Bank’s satisfaction within ten (10) days after receipt of written notice from the Bank Board specifying the particulars of the failure; (ii) any intentional misconduct by Executive in connection with the Bank’s business or relating to Executive’s duties hereunder, or any willful violation of any laws, rules or regulations applicable to banks or the banking industry generally; (iii) Executive’s material failure to comply with the Bank’s written policies and the failure to cure such failure to the Bank’s satisfaction within ten (10) days after receipt of written notice from the Bank Board specifying the particulars of the failure; (iv) any act of fraud, misappropriation or embezzlement by Executive; (v) a material breach of this Agreement that is not cured by Executive within ten (10) days of written notice by the Bank Board of the breach; or (vi) the conviction of Executive of, or Executive’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining).
