Common use of Termination by the Bank for Cause Clause in Contracts

Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the Executive of an act of fraud upon the Bank; (iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or (iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so. For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the Executive of an act of fraud upon the Bank; (iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Executive Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or (iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so. For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the The Executive’s employment hereunder under this Agreement may be terminated for Cause if at without further liability on the part of the Bank effective immediately upon a meeting vote of the Board called of Directors and held for such purpose (after reasonable written notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the conviction of, the Executive by a court of competent jurisdiction offor any felony involving deceit, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitudefraud; (ii) Commission by a material act or acts of dishonesty in connection with the Executive performance of an act the Executive’s duties, including without limitation, material misappropriation of fraud upon the Bankfunds or property; (iii) Willful refusal an act or acts of gross misconduct by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or (iv) Willful breach of fiduciary duty or continued, willful misconduct and deliberate non-performance by the Executive of duties (other than by reason of illness or disability) which has continued for more than 30 days following written notice of non-performance from the Board of Directors (or Executive Committee) which specifically describes the alleged non-performance. A determination of whether the Executive’s commission employment shall be terminated for Cause shall be made at a meeting of the Board of Directors called and held for such purpose, at which the Board of Directors makes a finding that in the good faith opinion of the Board of Directors an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so. For purposes of this Section 5(fevent set forth in subclauses (i), no act(ii), (iii) or failure to act, on (iv) has occurred and specifying the Executive’s part particulars thereof in detail. The Executive shall be deemed willful unless donepermitted to appear before the Board of Directors prior to any such determination, or omitted without legal counsel, to be done, by explain his position on whether there is Cause for his termination. If the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, disputes the Board’s determination concerning of Cause, he may request arbitration pursuant to Section 10 below. The fact that the Board may have acted in good faith in making the determination of Cause is not determinative of whether “Cause” exists shall not be entitled in fact the Board had Cause to deference in terminate the event of any proceeding concerning such determinationExecutive.

Termination by the Bank for Cause. At any time during the Term, the The Bank may terminate this Agreement and the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of has engaged in conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere foror an admission of sufficient facts with respect to, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the Executive of an act of fraud upon the Bank; (iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice Vice-President and Chief Financial Operating Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or; (iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so; or (v) Material breach of this Agreement by the Executive. For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, him to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitudepersonal dishonesty; (ii) Commission by the Executive of an act of fraud upon the Bankwillful misconduct; (iii) Willful refusal by the Executive breach of fiduciary duty involving personal profit; (iv) intentional and material failure to perform the duties reasonably assigned to him by the Board stated duties; (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Officer v) willful violation of the Bank)any law, which failure rule or breach continues for more regulation (other than thirty (30traffic violations or similar offenses) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusalor final cease-and-desist order; or (ivvi) Willful material breach by Executive of fiduciary duty Section 9 of this Agreement. (vii) willful violation of any law, rule or willful misconduct regulation (other than traffic violations or similar offenses) or final cease-and-desist order; or (viii) material breach by Executive of any provision of this Agreement. provided, however, that any purported termination of this Agreement by Bank shall be presumed to be other than for Cause unless Bank first provides a written notice to Executive that includes a copy of a resolution duly adopted by the Executive or Board at a meeting of the Executive’s commission Board called and held for the purpose of an act considering such termination and that finds Cause to exist and specifies the particulars of moral turpitude such conduct. provided, however, that materially and adversely affects the Bank or has the ability to do so. For purposes any purported termination of this Section 5(f), no act, or failure to act, on the Executive’s part Agreement by Bank shall be deemed willful unless done, or omitted presumed to be done, other than for Cause unless Bank first provides a written notice to Executive that includes a copy of a resolution duly adopted by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest Board at a meeting of the Bank. For Board called and held for the avoidance purpose of doubt, considering such termination and that finds Cause to exist and specifies the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event particulars of any proceeding concerning such determinationconduct.

Termination by the Bank for Cause. At any time during the Term, the The Bank may terminate this Agreement and the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of has engaged in conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere foror an admission of sufficient facts with respect to, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the Executive of an act of fraud upon the Bank; (iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Executive Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or; (iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so; or (v) Material breach of this Agreement by the Executive. For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.

Termination by the Bank for Cause. At any time during the Term, the Bank may terminate the Executive’s employment hereunder for Cause if at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board, which notice shall specify in reasonable detail the basis for a proposal to terminate the Executive’s employment for “Cause”) a majority of the Board determines in good faith that the Executive is guilty of conduct that constitutes “Cause” as defined herein. Only the following shall constitute “Cause” for such termination: (i) Conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) Commission by the Executive of an act of fraud upon the Bank; (iii) Willful refusal by the Executive to perform the duties reasonably assigned to him by the Board (which duties are consistent with the Executive’s status as the Executive Vice President and Chief Financial Lending Officer of the Bank), which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Bank setting forth in reasonable detail the nature of such refusal; or (iv) Willful breach of fiduciary duty or willful misconduct by the Executive or the Executive’s commission of an act of moral turpitude that materially and adversely affects the Bank or has the ability to do so. For purposes of this Section 5(f), no act, or failure to act, on the Executive’s part shall be deemed willful unless done, or omitted to be done, by the Executive without the reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Bank. For the avoidance of doubt, the Board’s determination concerning whether “Cause” exists shall not be entitled to deference in the event of any proceeding concerning such determination.