Common use of Termination by the Bank Clause in Contracts

Termination by the Bank. The Bank may terminate Executive’s employment during the Term with or without Cause immediately on written notice to Executive. For purposes of this Agreement, “Cause” shall mean: (i) abuse of or addiction to intoxicating drugs (including alcohol); (ii) any act or omission on the part of Executive that constitutes fraud, deceit, personal dishonesty, misrepresentation, embezzlement, misappropriation of corporate assets, breach of a duty owed to the Bank or conduct grossly inappropriate to Executive’s office; (iii) Executive’s indictment or conviction for a felony or a crime of moral turpitude; (iv) the suspension or removal of Executive by federal or state banking regulatory authorities; (v) Executive’s material violation of any banking law or regulation, memorandum of understanding, cease and desist order or other agreement with any federal or state banking regulatory authority; (vi) a material breach by Executive of any of the terms of this Agreement; or (vii) a filing by or against Executive of any petition under the federal bankruptcy laws or any state insolvency laws. Termination of Executive’s employment will not be deemed to be for Cause unless and until the Bank delivers to Executive a written notice of the basis of a finding of Cause. Except for a breach that, by its nature, cannot reasonably be expected to be cured, Executive will be given thirty (30) days from the delivery of written notice by the Bank within which to cure any acts giving rise to a termination under items (i), (v) or (vi) in the definition of Cause above; provided, however, that, if the Bank reasonably expects irreparable injury from a delay of thirty (30) days, it may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Bank may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Bank will not constitute Good Reason (as defined below).

Termination by the Bank. The Bank may terminate Executive’s employment in accordance with Section 1 hereof and during the Term with or without Cause immediately on written notice to Executive. For purposes of this Agreement, “Cause” shall mean: (i) abuse repeated material violations by Executive of his obligations under Section 2 hereof, which violations are demonstrably willful and deliberate on Executive’s part and which result in material damage to the Bank’s business or addiction to intoxicating drugs (including alcohol)reputation; (ii) any act or omission on the part of by Executive that (A) constitutes dishonesty, fraud, malfeasance, deceit, personal dishonesty, misrepresentation, embezzlement, misappropriation of corporate assets, breach of a duty owed to the Bank or conduct grossly inappropriate to Executive’s officeoffice and (B) is demonstrably likely to lead to material injury to the Bank or resulted or was intended to result in direct or indirect personal enrichment of Executive; (iii) Executive’s indictment conviction of, or conviction for Executive’s entry of a plea of guilty or no contest to, a felony or a crime of moral turpitude; (iv) addiction to intoxicating drugs (including alcohol); or (v) the suspension or permanent removal of Executive by written order of federal or state banking regulatory authorities; (v) authorities or Executive’s willful and material violation of any banking law or regulation, memorandum of understanding, cease and desist order or other agreement with any federal or state banking regulatory authority; (vi) a material breach by Executive of any of the terms of this Agreement; or (vii) a filing by or against Executive of any petition under the federal bankruptcy laws or any state insolvency laws. Termination of Executive’s employment will shall not be deemed to be for Cause unless and until the Bank delivers to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the Board (after reasonable written notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the item(s) described in any of the basis of a finding of Cause(i) through (v) immediately above has or have been satisfied. Except for a failure, breach or refusal that, by its nature, cannot reasonably be expected to be cured, Executive will be given thirty shall have ten (3010) business days from the delivery of written notice by the Bank within which to cure any acts giving rise to a termination under items (i), (v) or (vi) in the definition of Cause aboveomissions constituting Cause; provided, however, that, if the Bank reasonably expects irreparable injury from a delay of thirty ten (3010) business days, it the Bank may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Bank may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Bank will not constitute Good Reason (as defined below).

Termination by the Bank. This Agreement and the employment relationship between Xx. Xxxxxx and the Bank created under this Agreement shall terminate before the expiration of the stated Term, upon the occurrence of any one of the following events: (a) The Bank may terminate Executive’s employment during the Term with death or without Cause immediately on written notice to Executivepermanent disability of Xx. Xxxxxx. For the purposes of this Agreement, “the "permanent disability" of Xx. Xxxxxx shall be defined as in the Bank's short-term and long-term disability policy; or (b) Subject to the provisions of Section 8 of this Agreement, the termination by the Bank of Xx. Xxxxxx'x employment for Cause” . For the purposes of this Agreement, the Bank shall mean: have "Cause" to terminate Xx. Xxxxxx'x employment under this Agreement upon: (i) abuse of the failure by Xx. Xxxxxx to perform his duties under this Agreement (other than any such failure resulting from Xx. Xxxxxx'x incapacity due to physical or addiction mental illness), after a written demand for performance is delivered to intoxicating drugs (including alcohol); Xx. Xxxxxx by the Board, which demand specifically identifies the manner in which the Board believes that Xx. Xxxxxx has not performed his duties; (ii) any act or omission on the part engaging by Xx. Xxxxxx in acts of Executive that constitutes dishonesty, incompetence, fraud, deceit, personal dishonesty, misrepresentation, embezzlement, misappropriation of corporate assetsgross negligence, breach of a fiduciary duty owed involving personal profit, willful misconduct or other gross misconduct injurious to the Bank; (iii) the violation by Xx. Xxxxxx of any law, rule or regulation (other than traffic violations or similar offenses) or formal or informal enforcement action of any governmental regulatory agency applicable to the Bank or conduct grossly inappropriate its personnel and injurious to Executive’s officethe Bank; (iii) Executive’s indictment or conviction for a felony or a crime of moral turpitude; or (iv) the suspension or removal of Executive by federal or state banking regulatory authorities; (v) Executive’s material violation of any banking law or regulation, memorandum of understanding, cease and desist order or other agreement with any federal or state banking regulatory authority; (vi) a material breach by Executive of any of the terms of this Agreement; or (vii) a filing Agreement by or against Executive of any petition under Xx. Xxxxxx. Notwithstanding the federal bankruptcy laws or any state insolvency lawsforegoing, Xx. Termination of Executive’s employment will Xxxxxx shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the Bank delivers to Executive affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable written notice to Xx. Xxxxxx and an opportunity for Xx. Xxxxxx, together with his counsel, to be heard before the Board at such meeting), finding that in the good faith opinion of the basis Board, Xx. Xxxxxx was guilty of a finding conduct set forth above in any of Cause. Except for a breach that, by its nature, cannot reasonably be expected to be cured, Executive will be given thirty (30) days from the delivery of written notice by the Bank within which to cure any acts giving rise to a termination under items clauses (i), (vii), (iii) or (viiv) in the definition of Cause above; provided, however, that, if the Bank reasonably expects irreparable injury from a delay of thirty (30this Section 7(b) days, it may give Executive notice of and describing such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Bank may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Bank will not constitute Good Reason (as defined below)conduct.