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

Termination by the Board for Cause. (a) The Board may terminate the Executive’s employment hereunder for Cause, as provided in Section 6.3(b) below. If the Board terminates the Executive’s employment under this Section 6.3 for Cause, the Term of Employment shall thereupon end as set forth below and the Executive shall, subject to Section 6.11 of this Agreement, only be entitled to: (i) any Base Salary accrued but not yet paid as of the Date of Termination; (ii) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (iii) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; and (iv) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occurs. (b) In determining Cause, the alleged acts or omissions of the Executive must be confirmed beyond a reasonable doubt by not less than two-thirds of the Board (meaning, for purposes of this Section 6.3(b), the Board excluding the Executive and any other directors of the Employers who are alleged to have been involved or otherwise to have an interest in any of such alleged acts or omissions of the Executive) at a meeting duly called and held for the purpose of the Board’s making such determination (the “Determination Meeting”). In the event of such a confirmation by the Board, the Employers shall notify the Executive that the Employers intend to terminate the Executive’s employment for Cause under this Section 6.3 (the “Confirmation Notice”). The Confirmation Notice shall specify the act(s), or omission(s), upon the basis of which the Board has confirmed the existence of Cause and must be delivered to the Executive within ten (10) days after the date on which the Determination Meeting has been held. If the Executive notifies the Employers in writing (the “Opportunity Notice”) within ten (10) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Board (or a sufficient quorum thereof) to discuss such act(s) or omission(s). Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than thirty (30) days after the Employers receive the Opportunity Notice from the Executive). Such meeting (the “Final Meeting”) shall take place at the principal offices of the Employers or such other location as agreed to by the Executive and the Employers. During the period commencing on the date on which notice of the Determination Meeting is duly given to the Board and ending either on the date of the Determination Meeting, if no determination of Cause is made at the Determination Meeting, or on the Date of Termination, and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Employers (with continuing payment of Base Salary and continuation of benefits in accordance with Section 5 of this Agreement, to the extent such payments and benefits are not prohibited by applicable law, regulation, regulatory policy or other regulatory requirement), and the Board may, during such suspension period, reasonably limit the Executive’s access to the principal offices and any other premises of the Employers and/or the Executive’s access to any of the Employers’ assets or personnel. If the Board properly sets the date of the Final Meeting and if the Board (or a sufficient quorum thereof) attends the Final Meeting and in good faith does not rescind its confirmation of Cause at the Final Meeting or if the Executive fails to attend the Final Meeting for any reason, the Executive’s employment by the Employers shall, immediately upon the closing of the Final Meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause under this Section 6.3. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6.3, the Executive’s employment with the Employers shall, on the eleventh day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.3. In the event of any dispute hereunder, the Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or other regulatory requirement, until the earliest to occur of (i) the Date of Termination, (ii) the expiration of the then current Term of Employment or (iii) the resolution of such dispute, to be paid his Base Salary in accordance with the Employers’ ordinary payroll practices and continue to receive all other benefits to be provided to the Executive pursuant to Section 5 hereof, and there shall be no reduction whatsoever of any amounts subsequently paid to the Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage. The procedure set forth in this Section 6.3 to determine the existence of Cause shall at all times be subject to the requirements of applicable law, regulation, regulatory policy or other regulatory requirements.

Termination by the Board for Cause. (a) The Board may terminate the Executive’s 's employment hereunder for Cause, as provided in Section 6.3(b) below. If the Board terminates the Executive’s 's employment under this Section 6.3 hereunder for Cause, the Term of Employment (if not already expired) shall thereupon end as set forth below and the Executive shall, subject to Section 6.11 Sections 2.2, 3.2, 6.9, 6.11, and 6.12 of this Agreement, only be entitled to: (ia) Base Salary up to and including the Date of Termination; (b) any Base Salary accrued bonus actually awarded, but not yet paid as of the Date of Termination; (ii) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (iiic) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; and; (ivd) payment of the per diem value of any unused vacation days that have accrued accruing during the Term of Employment prior and, to the Date of Termination and extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year of the Bank in which the Date of Termination such termination occurs.; (be) to the extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs, if any, of the Bank or any Subsidiary; and (f) any rights to indemnification in accordance with Section 11 of this Agreement. In each case, in determining Cause, Cause the alleged acts or omissions of the Executive shall be measured against standards generally prevailing in the savings institution industry and the ultimate existence of Cause must be confirmed beyond a reasonable doubt by not less than two-thirds 51% of the Incumbent Board (meaning, for purposes as constituted in accordance with Section 1.4(c) of this Section 6.3(b)Agreement) at a meeting called for such purpose prior to any termination therefor; PROVIDED, HOWEVER, that it shall be the Board excluding Bank's burden to prove the Executive alleged facts and any other directors omissions and the prevailing nature of the Employers who standards the Bank shall have alleged are alleged to have been involved or otherwise to have an interest in any of violated by such alleged acts or and/or omissions of the Executive) at a meeting duly called and held for the purpose of the Board’s making such determination (the “Determination Meeting”). In the event of such a confirmation by 51% or more of the Incumbent Board, the Employers Bank shall notify the Executive that the Employers intend Bank intends to terminate the Executive’s 's employment for Cause under this Section 6.3 (the “"Confirmation Notice”"). The Confirmation Notice shall specify the act(s)act, or omission(s)acts, upon the basis of which the Incumbent Board has confirmed the existence of Cause and the Confirmation Notice must be delivered to the Executive within ten fourteen (1014) days after the date on which Incumbent Board so confirms the Determination Meeting has been heldexistence of Cause. If the Executive notifies the Employers Bank in writing (the “"Opportunity Notice”") within ten thirty (1030) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Incumbent Board (or a sufficient quorum thereof) to discuss such act(s) act or omission(s)acts. Such opportunity to meet with the Incumbent Board shall be fixed and shall occur on a date selected by the Board (Incumbent Board, such date being not less than ten (10) nor more than thirty (30) days after the Employers receive Bank receives the Opportunity Notice from the Executive); PROVIDED, HOWEVER, that the Bank may in good faith select a later date if, and only if, such later date is necessary to convene a sufficient quorum of the Incumbent Board to act in respect of the Executive's Opportunity Notice. Such meeting (the “Final Meeting”) shall take place at the principal offices of the Employers Bank or such other location as agreed to by the Executive and the EmployersBank. During the period commencing on the date on which notice of the Determination Meeting is duly given to Bank receives the Board Opportunity Notice and ending either on the date of next succeeding the Determination Meeting, if no determination of Cause date on which such meeting between the Incumbent Board (or a sufficient quorum thereof) and the Executive is made at the Determination Meeting, or on the Date of Terminationscheduled to occur, and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Employers Bank (with continuing payment of Base Salary and continuation of benefits in accordance with Section 5 of this Agreementpay, to the extent such payments and benefits are not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement), as the same exists or may hereafter be promulgated or amended) and the Incumbent Board may, during such suspension period, reasonably limit the Executive’s 's access to the principal offices and any other premises of the Employers and/or the Executive’s access to Bank or any of the Employers’ assets or personnelits assets. If the Incumbent Board properly sets the date of the Final Meeting such meeting and if the Incumbent Board (or a sufficient quorum thereof) attends the Final Meeting such meeting and in good faith does not rescind its confirmation of Cause at the Final Meeting such meeting or if the Executive fails to attend the Final Meeting such meeting for any reason, the Executive’s 's employment by the Employers Bank shall, immediately upon the closing of the Final Meeting such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause under this Section 6.3. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6.3, the Executive’s 's employment with the Employers Bank shall, on upon the eleventh thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.3. In the event of any dispute hereunder, the Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, until the earliest earlier to occur of (i) the Date of Termination, (ii) the expiration of the then current stated Term of Employment Employment, or (iii) the resolution of such dispute, dispute to (A) be paid bi-weekly his then Base Salary in accordance with the Employers’ ordinary payroll practices Salary, and (B) continue to receive all other benefits to be provided to the Executive pursuant to Section 5 hereof, benefits; and there shall be no reduction whatsoever of any amounts subsequently paid to the Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage. The procedure set forth in this Section 6.3 to determine the existence of Cause shall at all times be subject to the requirements of applicable law, regulation, regulatory policy bulletin or other regulatory requirements.

Termination by the Board for Cause. (a) The Board may terminate the Executive’s 's employment hereunder for Cause, as provided in Section 6.3(b) below. If the Board terminates the Executive’s 's employment under this Section 6.3 hereunder for Cause, the Term of Employment (if not already expired) shall thereupon end as set forth below and the Executive shall, subject to Section Sections 2.2, 3.2, 6.9, 6.11 and 6.12 of this Agreement, only be entitled to: (ia) Base Salary up to and including the Date of Termination; (b) any Base Salary accrued bonuses actually awarded, but not yet paid as of the Date of Termination; (ii) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (iiic) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; and; (ivd) payment of the per diem value of any unused vacation days that have accrued accruing during the Term of Employment prior and, to the Date of Termination and extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended the unused, unaccrued portion of any vacation days available through the end and (but not beyond) of the calendar year of the Bank in which the Date of Termination such termination occurs.; (be) to the extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, any other compensation and benefits as may be provided in accordance with the term sand provisions of any applicable plans and programs, if any, of the Bank or any Subsidiary; and (f) any rights to indemnification in accordance with Section 11 of this Agreement. In each case, in determining Cause, Cause the alleged acts or omissions of the Executive shall be measured against standards generally prevailing in the banking industry generally and the ultimate existence of Cause must be confirmed beyond a reasonable doubt by not no less than two-thirds 51% of the Incumbent Board (meaning, for purposes as constituted in accordance with Section 1.4(c) of this Section 6.3(b)Agreement) at a meeting prior to any termination therefor; provided, however, that it shall be the Board excluding Bank's burden to prove the Executive alleged facts an omissions and any other directors the prevailing nature of the Employers who standards the Bank shall have alleged are alleged to have been involved or otherwise to have an interest in any of violated by such alleged acts or and/or omissions of the Executive) at a meeting duly called and held for the purpose of the Board’s making such determination (the “Determination Meeting”). In the event of such a confirmation by 51% or more of the Board, the Employers Bank shall notify the Executive that the Employers intend Bank intends to terminate the Executive’s 's employment for Cause under this Section 6.3 (the “Executive's "Confirmation Notice”"). The Confirmation Notice shall specify the act(s)act, or omission(s)acts, upon the basis of which the Board has confirmed the existence of Cause and must be delivered to the Executive within ten ninety (1090) days after a majority of the date on which Board (excluding, if applicable, the Determination Meeting Executive) has been heldactual knowledge of the events giving rise to such purported termination. If the Executive notifies the Employers Bank in writing (the “"Opportunity Notice”") within ten thirty (1030) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Board (or a sufficient quorum thereof) to discuss such act(s) act or omission(s)acts. Such opportunity to meet with the Board shall be fixed and shall occur on a date selected by the Board (such date being not less than ten (10) nor more than thirty forty-five (3045) days after the Employers receive Bank receives the Opportunity Notice from the Executive). Such meeting (the “Final Meeting”) shall take place at the principal offices of the Employers Bank or such other location as agreed to by the Executive and the EmployersBank. During the period commencing on the date on which notice of the Determination Meeting is duly given to Bank receives the Board Opportunity Notice and ending either on the date of next succeeding the Determination Meeting, if no determination of Cause date on which such meeting between the Board (or sufficient quorum thereof) and the Executive is made at the Determination Meeting, or on the Date of Termination, scheduled to occur and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Employers Bank (with continuing payment of Base Salary and continuation of benefits in accordance with Section 5 of this Agreement, pay to the extent such payments and benefits are not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement), as the same exists or may hereafter be promulgated or amended) and the same exists or may hereafter be promulgated or amended) and the Board may, during such suspension period, reasonably limit the Executive’s 's access to the principal offices and any other premises of the Employers and/or the Executive’s access to Bank or any of the Employers’ assets or personnelits assets. If the Board properly sets the date of the Final Meeting such meeting and if the Board (or a sufficient quorum thereof) attends the Final Meeting such meeting and in good faith does not rescind its confirmation of Cause at the Final Meeting such meeting or if the Executive fails to attend the Final Meeting such meeting for any reason, the Executive’s 's employment by the Employers Bank shall, immediately upon the closing of the Final Meeting for such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause under this Section 6.3. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6.3, the Executive’s 's employment with the Employers Bank shall, on the eleventh thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.3. In the event of any dispute hereunder, the Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy bulletin, and/or any other regulatory, as the same exists or other regulatory requirementmay hereafter be promulgated or amended, until the earliest earlier to occur of (i) the Date of Termination, (ii) the expiration of the then current state Term of Employment Employment, or (iii) the resolution of such dispute, dispute to (A) be paid bi-weekly his then Base Salary in accordance with the Employers’ ordinary payroll practices Salary, and (b) continue to receive all other benefits to be provided to the Executive pursuant to Section 5 hereof, benefits; and there shall be no reduction whatsoever of any amounts subsequently paid to the Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage. The procedure set forth in this Section 6.3 to determine the existence of Cause shall at all times be subject to the requirements of applicable law, regulation, regulatory policy bulletin or other regulatory requirements.

Termination by the Board for Cause. (a) The Board may terminate the Executive’s 's employment hereunder for Cause, as provided in Section 6.3(b) below. If the Board terminates the Executive’s 's employment under this Section 6.3 hereunder for Cause, the Term of Employment (if not already expired) shall thereupon end as set forth below and the Executive shall, subject to Section Sections 2.2, 3.2, 6.10, and 6.11 of this Agreement, only be entitled to: (ia) Base Salary up to and including the Date of Termination; (b) any Base Salary accrued bonus actually awarded, but not yet paid as of the Date of Termination; (ii) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (iiic) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; and; (ivd) payment of the per diem value of any unused vacation days that have accrued accruing during the Term of Employment prior and, to the Date of Termination and extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year of the Corporation in which the Date of Termination such termination occurs.; (be) to the extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs, if any, of the Corporation or any Subsidiary; and (f) any rights to indemnification in accordance with Section 11 of this Agreement. In each case, in determining Cause, Cause the alleged acts or omissions of the Executive shall be measured against standards generally prevailing in the savings institution industry and the ultimate existence of Cause must be confirmed beyond a reasonable doubt by not less than two-thirds 51% of the Incumbent Board (meaning, for purposes as constituted in accordance with Section 1.4(c) of this Section 6.3(b)Agreement) at a meeting called for such purpose prior to any termination therefor; PROVIDED, HOWEVER, that it shall be the Board excluding Corporation's burden to prove the Executive alleged facts and any other directors omissions and the prevailing nature of the Employers who standards the Corporation shall have alleged are alleged to have been involved or otherwise to have an interest in any of violated by such alleged acts or and/or omissions of the Executive) at a meeting duly called and held for the purpose of the Board’s making such determination (the “Determination Meeting”). In the event of such a confirmation by 51% or more of the Incumbent Board, the Employers Corporation shall notify the Executive that the Employers intend Corporation intends to terminate the Executive’s 's employment for Cause under this Section 6.3 (the “"Confirmation Notice”"). The Confirmation Notice shall specify the act(s)act, or omission(s)acts, upon the basis of which the Incumbent Board has confirmed the existence of Cause and the Confirmation Notice must be delivered to the Executive within ten fourteen (1014) days after the date on which Incumbent Board so confirms the Determination Meeting has been heldexistence of Cause. If the Executive notifies the Employers Corporation in writing (the “"Opportunity Notice”") within ten thirty (1030) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Incumbent Board (or a sufficient quorum thereof) to discuss such act(s) act or omission(s)acts. Such opportunity to meet with the Incumbent Board shall be fixed and shall occur on a date selected by the Board (Incumbent Board, such date being not less than ten (10) nor more than thirty (30) days after the Employers receive Corporation receives the Opportunity Notice from the Executive); PROVIDED, HOWEVER, that the Corporation may in good faith select a later date if, and only if, such later date is necessary to convene a sufficient quorum of the Incumbent Board to act in respect of the Executive's Opportunity Notice. Such meeting (the “Final Meeting”) shall take place at the principal offices of the Employers Corporation or such other location as agreed to by the Executive and the EmployersCorporation. During the period commencing on the date on which notice of the Determination Meeting is duly given to Corporation receives the Board Opportunity Notice and ending either on the date of next succeeding the Determination Meeting, if no determination of Cause date on which such meeting between the Incumbent Board (or a sufficient quorum thereof) and the Executive is made at the Determination Meeting, or on the Date of Terminationscheduled to occur, and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Employers Corporation (with continuing payment of Base Salary and continuation of benefits in accordance with Section 5 of this Agreementpay, to the extent such payments and benefits are not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement), as the same exists or may hereafter be promulgated or amended) and the Incumbent Board may, during such suspension period, reasonably limit the Executive’s 's access to the principal offices and any other premises of the Employers and/or the Executive’s access to Corporation or any of the Employers’ assets or personnelits assets. If the Incumbent Board properly sets the date of the Final Meeting such meeting and if the Incumbent Board (or a sufficient quorum thereof) attends the Final Meeting such meeting and in good faith does not rescind its confirmation of Cause at the Final Meeting such meeting or if the Executive fails to attend the Final Meeting such meeting for any reason, the Executive’s 's employment by the Employers Corporation shall, immediately upon the closing of the Final Meeting such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause under this Section 6.3. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6.3, the Executive’s 's employment with the Employers Corporation shall, on upon the eleventh thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.3. In the event of any dispute hereunder, the Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, until the earliest earlier to occur of (i) the Date of Termination, (ii) the expiration of the then current stated Term of Employment Employment, or (iii) the resolution of such dispute, dispute to (A) be paid bi-weekly his then Base Salary in accordance with the Employers’ ordinary payroll practices Salary, and (B) continue to receive all other benefits to be provided to the Executive pursuant to Section 5 hereof, benefits; and there shall be no reduction whatsoever of any amounts subsequently paid to the Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage. The procedure set forth in this Section 6.3 to determine the existence of Cause shall at all times be subject to the requirements of applicable law, regulation, regulatory policy bulletin or other regulatory requirements.

Termination by the Board for Cause. (a1) The Board may terminate the Executive’s employment hereunder for Cause, as provided in Section 6.3(b) below. If the Board terminates the Executive’s Superintendent's employment under this Section 6.3 Agreement may be terminated by the Board for Causecause at any time prior to the expiration of its term or any extension thereof, after a hearing as provided herein below. Cause shall consist of conduct which, in the Term of Employment shall thereupon end as set forth below and the Executive shallBoard's sole determination, subject to Section 6.11 constitutes a breach of this Agreement, only be entitled to: (i) any Base Salary accrued but not yet paid as insubordination, immoral character, inefficiency, incompetence, neglect of the Date of Termination; (ii) any bonus actually awarded duty, or commissions actually earned, but not yet paid, as of the Date of Termination; (iii) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; and (iv) payment of the per diem value of any unused vacation days that have accrued during the Term of Employment prior to the Date of Termination and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year in which the Date of Termination occursdishonesty. (b2) In determining Causethe event the Board finds cause to seek the discharge of the Superintendent for any of the reasons set forth above, the alleged acts or omissions following procedures shall apply: a. The Board shall cause written charges to be served upon the Superintendent containing notification of the Executive must be confirmed beyond charges and that he may have a reasonable doubt by not less than two-thirds of the Board (meaning, for purposes of this Section 6.3(b)hearing on such charges. In its discretion, the Board excluding may suspend Superintendent with pay from performing his duties at any time after written charges are served upon him; provided, however, that if Superintendent fails to possess a valid and appropriate certificate to act as Superintendent of Schools, as required by paragraph “2" of Article “I” of this Agreement or if the Executive and any other directors charges arise out of or relate to criminal charges pending against the Employers who are alleged to have been involved or otherwise to have an interest in any of such alleged acts or omissions of Superintendent, the Executive) at a meeting duly called and held for Board shall suspend the purpose of Superintendent without pay pending the Board’s making such determination 's final decision on the charges as set forth in subparagraph (the “Determination Meeting”). f) below. b. In the event of such the Superintendent chooses to have a confirmation by the Boardhearing, the Employers he shall so notify the Executive that the Employers intend to terminate the Executive’s employment for Cause under this Section 6.3 (the “Confirmation Notice”). The Confirmation Notice shall specify the act(s), or omission(s), upon the basis of which the Board has confirmed the existence of Cause and must be delivered to the Executive in writing within ten (10) calendar days after his receipt of the date on which the Determination Meeting has been heldcharges. If the Executive notifies Superintendent does not request a hearing within the Employers in writing (the “Opportunity Notice”) within ten (10) days after the Executive has received the Confirmation Noticeday time limit, the Executive (together with counsel) hearing shall be provided one opportunity to meet with deemed waived and the Board (or may act upon the charges and impose a sufficient quorum thereof) to discuss penalty it deems appropriate, including termination of Superintendent's employment. The hearing may also be waived upon such act(s) or omission(s). Such opportunity to meet with terms as the parties mutually agree. c. Upon receipt from the Superintendent of a request for a hearing, the Board shall be fixed and shall occur on conduct a date selected by hearing before the Board, or at the Board's sole discretion, the Board (may appoint an impartial hearing officer before whom the hearing will be conducted. d. At such date being not less than ten (10) nor more than thirty (30) days after hearing, the Employers receive Superintendent shall have the Opportunity Notice from right to be represented by an attorney at his own cost and expense, and he shall have the Executive)right to hear witnesses and evidence against him, and to present witnesses and evidence on his behalf. Such meeting (Either party shall have the “Final Meeting”) shall take place at the principal offices right to subpoena witnesses and documents, to have all witnesses testify under oath, and to request that there be a transcript of the Employers or such other location as agreed hearing, at shared expense. e. The hearing officer shall be required to by the Executive and the Employers. During the period commencing on the date on which notice of the Determination Meeting is duly given render to the Board and ending either to the Superintendent a recommendation in writing setting forth his/her findings of fact with regard to the charges and recommended findings of guilt or innocence of the charges, based upon a preponderance of the evidence presented to him or her. f. The Board shall make a decision based on the date hearing officer's written recommendation and the record of the Determination Meeting, if no determination of Cause is made at the Determination Meeting, or on the Date of Termination, and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Employers (with continuing payment of Base Salary and continuation of benefits in accordance with Section 5 of this Agreement, to the extent such payments and benefits are not prohibited by applicable law, regulation, regulatory policy or other regulatory requirement), and the Board may, during such suspension period, reasonably limit the Executive’s access to the principal offices and any other premises of the Employers and/or the Executive’s access to any of the Employers’ assets or personnel. If the Board properly sets the date of the Final Meeting and if the Board (or a sufficient quorum thereof) attends the Final Meeting and in good faith does not rescind its confirmation of Cause at the Final Meeting or if the Executive fails to attend the Final Meeting for any reason, the Executive’s employment by the Employers shall, immediately upon the closing of the Final Meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause under this Section 6.3. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6.3, the Executive’s employment with the Employers shall, on the eleventh day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.3. In the event of any dispute hereunder, the Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or other regulatory requirement, until the earliest to occur of (i) the Date of Termination, (ii) the expiration of the then current Term of Employment or (iii) the resolution of such dispute, to be paid his Base Salary in accordance with the Employers’ ordinary payroll practices and continue to receive all other benefits to be provided to the Executive pursuant to Section 5 hereof, and there shall be no reduction whatsoever of any amounts subsequently paid to the Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coveragehearing. The procedure set forth in this Section 6.3 to determine the existence of Cause Board's decision shall at all times be subject to Superintendent's rights of appeal to either the requirements Commissioner of applicable law, regulation, regulatory policy Education or other regulatory requirementsto the Supreme Court of the State of New York.

Termination by the Board for Cause. (a) The Board may terminate the Executive’s 's employment hereunder for Cause, as provided in Section 6.3(b) below. If the Board terminates the Executive’s 's employment under this Section 6.3 hereunder for Cause, the Term of Employment (if not already expired) shall thereupon end as set forth below and the Executive shall, subject to Section 6.11 Sections 2.2, 3.2, 6.11, and 6.12 of this Agreement, only be entitled to: (ia) Base Salary up to and including the Date of Termination; (b) any Base Salary accrued bonus actually awarded, but not yet paid as of the Date of Termination; (ii) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination; (iiic) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, but not yet paid as of the Date of Termination; and; (ivd) payment of the per diem value of any unused vacation days that have accrued accruing during the Term of Employment prior and, to the Date of Termination and extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year of the Corporation in which the Date of Termination such termination occurs.; (be) to the extent not prohibited by applicable law, regulation, regulatory bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans and programs, if any, of the Corporation or any Subsidiary; and (f) any rights to indemnification in accordance with Section 11 of this Agreement. In each case, in determining Cause, Cause the alleged acts or omissions of the Executive shall be measured against standards generally prevailing in the savings institution industry and the ultimate existence of Cause must be confirmed beyond a reasonable doubt by not less than two-thirds 51% of the Incumbent Board (meaning, for purposes as constituted in accordance with Section 1.4(c) of this Section 6.3(b)Agreement) at a meeting called for such purpose prior to any termination therefor; PROVIDED, HOWEVER, that it shall be the Board excluding Corporation's burden to prove the Executive alleged facts and any other directors omissions and the prevailing nature of the Employers who standards the Corporation shall have alleged are alleged to have been involved or otherwise to have an interest in any of violated by such alleged acts or and/or omissions of the Executive) at a meeting duly called and held for the purpose of the Board’s making such determination (the “Determination Meeting”). In the event of such a confirmation by 51% or more of the Incumbent Board, the Employers Corporation shall notify the Executive that the Employers intend Corporation intends to terminate the Executive’s 's employment for Cause under this Section 6.3 (the “"Confirmation Notice”"). The Confirmation Notice shall specify the act(s)act, or omission(s)acts, upon the basis of which the Incumbent Board has confirmed the existence of Cause and the Confirmation Notice must be delivered to the Executive within ten fourteen (1014) days after the date on which Incumbent Board so confirms the Determination Meeting has been heldexistence of Cause. If the Executive notifies the Employers Corporation in writing (the “"Opportunity Notice”") within ten thirty (1030) days after the Executive has received the Confirmation Notice, the Executive (together with counsel) shall be provided one opportunity to meet with the Incumbent Board (or a sufficient quorum thereof) to discuss such act(s) act or omission(s)acts. Such opportunity to meet with the Incumbent Board shall be fixed and shall occur on a date selected by the Board (Incumbent Board, such date being not less than ten (10) nor more than thirty (30) days after the Employers receive Corporation receives the Opportunity Notice from the Executive); PROVIDED, HOWEVER, that the Corporation may in good faith select a later date if, and only if, such later date is necessary to convene a sufficient quorum of the Incumbent Board to act in respect of the Executive's Opportunity Notice. Such meeting (the “Final Meeting”) shall take place at the principal offices of the Employers Corporation or such other location as agreed to by the Executive and the EmployersCorporation. During the period commencing on the date on which notice of the Determination Meeting is duly given to Corporation receives the Board Opportunity Notice and ending either on the date of next succeeding the Determination Meeting, if no determination of Cause date on which such meeting between the Incumbent Board (or a sufficient quorum thereof) and the Executive is made at the Determination Meeting, or on the Date of Terminationscheduled to occur, and not withstanding anything to the contrary in this Agreement, the Executive shall be suspended from employment with the Employers Corporation (with continuing payment of Base Salary and continuation of benefits in accordance with Section 5 of this Agreementpay, to the extent such payments and benefits are not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement), as the same exists or may hereafter be promulgated or amended) and the Incumbent Board may, during such suspension period, reasonably limit the Executive’s 's access to the principal offices and any other premises of the Employers and/or the Executive’s access to Corporation or any of the Employers’ assets or personnelits assets. If the Incumbent Board properly sets the date of the Final Meeting such meeting and if the Incumbent Board (or a sufficient quorum thereof) attends the Final Meeting such meeting and in good faith does not rescind its confirmation of Cause at the Final Meeting such meeting or if the Executive fails to attend the Final Meeting such meeting for any reason, the Executive’s 's employment by the Employers Corporation shall, immediately upon the closing of the Final Meeting such meeting and the delivery to the Executive of the Notice of Termination, be terminated for Cause under this Section 6.3. If the Executive does not respond in writing to the Confirmation Notice in the manner and within the time period specified in this Section 6.3, the Executive’s 's employment with the Employers Corporation shall, on upon the eleventh thirty-first day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause under this Section 6.3. In the event of any dispute hereunder, the Executive shall be entitled, to the extent not prohibited by applicable law, regulation, regulatory policy or bulletin, and/or any other regulatory requirement, as the same exists or may hereafter be promulgated or amended, until the earliest earlier to occur of (i) the Date of Termination, (ii) the expiration of the then current stated Term of Employment Employment, or (iii) the resolution of such dispute, dispute to (A) be paid bi-weekly his then Base Salary in accordance with the Employers’ ordinary payroll practices Salary, and (B) continue to receive all other benefits to be provided to the Executive pursuant to Section 5 hereof, benefits; and there shall be no reduction whatsoever of any amounts subsequently paid to the Executive upon resolution of such dispute as a result of, or in respect to, such interim payments or coverage. The procedure set forth in this Section 6.3 to determine the existence of Cause shall at all times be subject to the requirements of applicable law, regulation, regulatory policy bulletin or other regulatory requirements.