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

Termination by the Executive for Cause. The Executive shall be authorized to terminate his employment under this Agreement "for cause" for the following reasons: (i) The Bank or the Parent Company commits a material breach or violation of this Agreement, including any attempt to reassign the Executive to a different office or geographic area, which is not cured before the expiration of thirty (30) calendar days after written notice from Executive describing the facts and circumstances of the breach or violation in reasonable detail. Such notice shall be deemed a demand for cure of the breach or violation; and/or (ii) The Bank or any other part of the Company persists, for a period of thirty (30) calendar days after written notice from Executive describing in reasonable detail the matter as to which he is complaining, in any attempt to require Executive to perform (or omit to perform) any act or engage (or omit to engage) in any conduct that would constitute illegal conduct or omission. Such notice shall be deemed a demand for the Bank to cease any such attempt; and/or (iii) There occurs a Change in Control (as herein defined) of the Bank or its Parent Company (if any). As used herein, a "Change in Control" of the Bank and/or any Parent Company of the Bank shall be deemed to have occurred if and when, with or without the approval of the Board of the Bank (or of such Parent Company) incumbent prior to the occurrence: (1) more than 35% of the outstanding securities entitled to vote in an election of Directors of the Bank (or such Parent Company) shall be acquired by any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended); or (2) as the result of a tender offer, merger, consolidation, sale of assets or contested election or any combination of such transactions, the persons who were Directors of the Bank (or its Parent Company) immediately before the transaction shall cease to constitute a majority of the Board. The interpretation of this Change in Control definition shall be in accordance with the change in bank control regulations and other applicable rules, regulations and interpretations of the Federal Deposit Insurance Corporation as in effect from time to time during the Term or any Extended Term of this Agreement. In addition, a Change in Control shall be deemed to have occurred upon any merger, consolidation or reorganization to which the Bank (or an entity controlled thereby) is a party, but is not a surviving entity; or upon the sale of all or substantially all of the assets of the Bank or any Parent Company. The Executive's right to resign for cause as a result of a Change in Control shall be operative when there has been, in fact, a change in control from that in effect on the Effective Date of this Agreement. If the Bank forms a one bank holding company to restructure its then current ownership into a holding company structure, that alone shall not constitute a Change in Control for the purposes of this Agreement. If the Bank becomes a subsidiary of a bank holding company, the interpretation of this Change in Control definition shall thereafter be in accordance with Regulation Y of the Board of Governors of the Federal Reserve System ("FRB") and other applicable FRB rules, regulations and interpretations as in effect from time to time during the Term or any Extended Term of this Agreement. The intent of this Change in Control provision is to provide protection for Executive against changes in control and ownership, Executive having contracted herein to be employed by the Bank (or a Parent Company created by the then-incumbent Bank Board at least of majority of whom are members of the Bank's Board on the Effective Date) and having stated his desire to be protected against changes in control. Once a Change in Control has been finally consummated, then the Executive shall have six months from the date of such final consummation to terminate his employment under this Agreement and, which resignation shall be deemed to be for cause. By such resignation for cause, the Executive is entitled to demand the Termination Payment and other benefits and bargains due to him. If the Executive does not resign within such six months, then the particular Change in Control shall be deemed to have been waived by the Executive. The Executive shall have a reasonable degree of latitude and discretion in determining the effective date of the consummation of a change in control. Unless it reasonably appears that the resignation or retirement of directors of the Bank or any Parent Company is related to a Change in Control transaction (such as, but not limited to a merger, tender offer, reverse stock split or disposition of assets), then the resignation or retirement of directors of the Bank or any Parent Company shall not alone be deemed to be a Change in Control for purposes of this part of this Agreement. Any written notice from the Executive to the Bank or to any Parent Company concerning a "cause" for resignation by the Executive shall be deemed a demand for cure of the asserted breach or violation. The notice shall describe the asserted breach or violation by the Bank or any Parent Company in reasonable detail. The Executive shall afford the Bank and/or Parent Company a reasonable time, not to be less than thirty days, to cure any violation. If no cure has been or can be effected within the time allowed, (a) the Bank's and the Parent Company's rights, and the Executive's obligations, under this Agreement shall thereupon terminate and (b) the Executive shall be entitled to the Termination Payment describe in subsection (d) of this Section 7. Further, if Executive terminates his employment pursuant to this subsection (b), the noncompetition provisions of Section 9 shall terminate and shall not bind the Executive.

Termination by the Executive for Cause. The Executive shall be authorized to terminate his employment under this Agreement "for cause" for the following reasons: (i) The Bank or the Parent Company commits a material breach or violation of this Agreement, including any attempt to reassign the Executive to a different office or geographic area, which is not cured before the expiration of thirty (30) calendar days after written notice from Executive describing the facts and circumstances of the breach or violation in reasonable detail. Such notice shall be deemed a demand for cure of the breach or violation; and/orand/or Execution Counterpart Page8 (ii) The Bank or any other part of the Company persists, for a period of thirty (30) calendar days after written notice from Executive describing in reasonable detail the matter as to which he is complaining, in any attempt to require Executive to perform (or omit to perform) any act or engage (or omit to engage) in any conduct that would constitute illegal conduct or omission. Such notice shall be deemed a demand for the Bank to cease any such attempt; and/or (iii) There occurs a Change in Control (as herein defined) of the Bank or its Parent the Company (if any). As used herein, a "Change in Control" of the Bank and/or any Parent the Company of the Bank shall be deemed to have occurred if and when, with or without the approval of the Board of the Bank (or of such Parent Company) incumbent prior to the occurrence: (1) more than 35% of the outstanding securities entitled to vote in an election of Directors of the Bank (or such Parent Company) shall be acquired by any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended); or (2) as the result of a tender offer, merger, consolidation, sale of assets or contested election or any combination of such transactions, the persons who were Directors of the Bank (or its Parent Company) immediately before the transaction shall cease to constitute a majority of the Board. The interpretation of this Change in Control definition shall be in accordance with the change in bank control regulations and other applicable rules, regulations and interpretations of the Federal Deposit Insurance Corporation (as to the Bank) and the Board of Governors of the Federal Reserve System (as to the Company) as in effect from time to time during the Term or any Extended Term of this Agreement. In addition, a Change in Control shall be deemed to have occurred upon any merger, consolidation or reorganization to which the Bank (or an entity controlled thereby) Company is a party, but is not a surviving entity; or upon the sale of all or substantially all of the assets of the Bank or any Parent the Company. The Executive's right to resign for cause as a result of a Change in Control shall be operative when there has been, in fact, a change in control from that in effect on the Effective Date of this Agreement. If Any reorganization of the Bank forms or the Company that does not result in a one bank material change in the actual beneficial Execution Counterpart Page9 ownership of the Bank or the Company (such as the creation of a second-tier holding company to restructure its then current ownership into a holding company structure, that alone company) shall not constitute be deemed a Change in Control for the purposes of this Agreement. If the Bank becomes a subsidiary of a bank holding company, the interpretation of this Change in Control definition shall thereafter be in accordance with Regulation Y of the Board of Governors of the Federal Reserve System ("FRB") and other applicable FRB rules, regulations and interpretations as in effect from time to time during the Term or any Extended Term of this AgreementControl. The intent of this Change in Control provision is to provide protection for Executive against changes in control and ownership, Executive having contracted herein to be employed by the Bank (or a Parent Company created by the then-incumbent Bank Board at least of majority of whom are members of the Bank's Board on the Effective Date) and having stated his desire to be protected against changes in control. Once a Change in Control has been finally consummated, then the Executive shall have six months from the date of such final consummation to terminate his employment under this Agreement and, which resignation shall be deemed to be for cause. By such resignation for cause, the Executive is entitled to demand the Termination Payment and other benefits and bargains due to him. If the Executive does not resign within such six months, then the particular Change in Control shall be deemed to have been waived by the Executive. The Executive shall have a reasonable degree of latitude and discretion in determining the effective date of the consummation of a change in control. Unless it reasonably appears that the resignation or retirement of directors of the Bank or any Parent the Company is related to a Change in Control transaction (such as, but not limited to a merger, tender offer, reverse stock split or disposition of assets), then the resignation or retirement of directors of the Bank or any Parent Company the Company, and the related replacement of directors, shall not alone be deemed to be a Change in Control for purposes of this part of this Agreement. Any written notice from the Executive to the Bank or to any Parent Company concerning a "cause" for resignation by the Executive shall be deemed a demand for cure of the asserted breach or violation. The notice shall describe the asserted breach or violation by the Bank or any Parent Company in reasonable detail. The Executive shall afford the Bank and/or Parent Company a reasonable time, not to be less than thirty days, to cure any violation. If no cure has been or can be effected within the time allowed, (a) the Bank's and the Parent Company's rights, and the Executive's obligations, under this Agreement shall thereupon terminate and (b) the Executive shall be entitled to the Termination Payment describe described in subsection (d) of this Section 7. Further, if Executive terminates his employment pursuant to this subsection (b), the noncompetition provisions of Section 9 shall terminate and shall not bind the Executive. By way of clarification, if the Execution Counterpart Page10 Executive resigns "for cause," he shall be entitled to the Termination Payment specified in Section 7, subject to any adjustment in amount described in Section 7(a).