Common use of Termination for Cause Can Occur Solely by Formal Board Action Clause in Contracts

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( 3/4) of the directors of NewMil Bancorp then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 7 contracts

Samples: Change in Control Agreement (Newmil Bancorp Inc), Change in Control Agreement (Newmil Bancorp Inc), Change in Control Agreement (Newmil Bancorp Inc)

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Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been is delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp Middlefield then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (ax) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (by) specify the particulars thereof in detailthereof. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s meeting. The Executive and his the Executive’s counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 5 contracts

Samples: Severance Agreement (Middlefield Banc Corp), Severance Agreement (Middlefield Banc Corp), Severance Agreement (Middlefield Banc Corp)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause under this Agreement unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp the Corporation then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of termination for Cause shall be given to the Executive a reasonable amount of time before the board’s 's meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s 's or his beneficiaries' right to contest the validity or propriety of the board’s 's determination of Cause, and they shall have the right to contest the validity or propriety of the board’s 's determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 5 contracts

Samples: Severance Agreement (Unizan Financial Corp), Severance Agreement (Unizan Financial Corp), Severance Agreement (Unizan Financial Corp)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive Officer shall not be deemed under this Agreement to have been terminated for Cause under this Agreement unless and until there shall have been delivered to the Executive Officer a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp the Corporation then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive Officer has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of termination for Cause shall be given to the Executive Officer a reasonable amount of time before the board’s 's meeting. The Executive Officer and his counsel (if the Executive Officer chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s Officer's or his beneficiaries' right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.'s

Appears in 4 contracts

Samples: Severance Agreement (Unizan Financial Corp), Severance Agreement (Unizan Financial Corp), Severance Agreement (Unizan Financial Corp)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp Middlefield then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Severance Agreement (Middlefield Banc Corp), Severance Agreement (Middlefield Banc Corp)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s 's meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s 's or his beneficiaries' right to contest the validity or propriety of the board’s 's determination of Cause, and they shall have the right to contest the validity or propriety of the board’s 's determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Change in Control Agreement (Newmil Bancorp Inc), Change in Control Agreement (Newmil Bancorp Inc)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause under this Agreement unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp the Corporation then in office at a meeting of the board Board of directors Directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the boardBoard, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of termination for Cause shall be given to the Executive a reasonable amount of time before the board’s Board's meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board Board at the meeting. Nothing in this Agreement limits the Executive’s 's or his beneficiaries' right to contest the validity or propriety of the board’s Board's determination of Cause, and they shall have the right to contest the validity or propriety of the board’s Board's determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Severance Agreement (Unb Corp/Oh), Form of Severance Agreement (Centennial Bancorp)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( 3/4) of the directors of NewMil Bancorp then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Change in Control Agreement (Newmil Bancorp Inc), Change in Control Agreement (Newmil Bancorp Inc)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( (3/4) of the directors of NewMil Bancorp Middlefield then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s 's meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s 's or his beneficiaries' right to contest the validity or propriety of the board’s 's determination of Cause, and they shall have the right to contest the validity or propriety of the board’s 's determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Severance Agreement (Middlefield Banc Corp), Severance Agreement (Middlefield Banc Corp)

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Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( three_fourths (3/4) of the directors of NewMil Bancorp Middlefield then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s 's meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s 's or his beneficiaries' right to contest the validity or propriety of the board’s 's determination of Cause, and they shall have the right to contest the validity or propriety of the board’s 's determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Severance Agreement (Middlefield Banc Corp), Severance Agreement (Middlefield Banc Corp)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( 3/4) of the directors of NewMil Bancorp then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s 's meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s 's or his beneficiaries' right to contest the validity or propriety of the board’s 's determination of Cause, and they shall have the right to contest the validity or propriety of the board’s 's determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 2 contracts

Samples: Change in Control Agreement (Newmil Bancorp Inc), Change in Control Agreement (Newmil Bancorp Inc)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( 3/4) of the directors of NewMil Bancorp then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an and act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 1 contract

Samples: Change in Control Agreement (Newmil Bancorp Inc)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( 3/4) of the directors of NewMil Bancorp then in office at a meeting of the board of directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the board, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detailthereof. Notice of that meeting and the proposed determination of Cause shall be given to the Executive a reasonable amount of time before the board’s meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the board’s determination of Cause, and they shall have the right to contest the validity or propriety of the board’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 1 contract

Samples: Change in Control Agreement (Newmil Bancorp Inc)

Termination for Cause Can Occur Solely by Formal Board Action. The Executive shall not be deemed under this Agreement to have been terminated for Cause under this Agreement unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least three-fourths ( 3/4) of the directors of NewMil Bancorp the Corporation then in office at a meeting of the board Board of directors Directors called and held for such purpose, which resolution shall (a) contain findings that, in the good faith opinion of the boardBoard, the Executive has committed an act constituting Cause and (b) specify the particulars thereof in detail. Notice of that meeting and the proposed determination of termination for Cause shall be given to the Executive a reasonable amount of time before the boardBoard’s meeting. The Executive and his counsel (if the Executive chooses to have counsel present) shall have a reasonable opportunity to be heard by the board Board at the meeting. Nothing in this Agreement limits the Executive’s or his beneficiaries’ right to contest the validity or propriety of the boardBoard’s determination of Cause, and they shall have the right to contest the validity or propriety of the boardBoard’s determination of Cause even if that right does not exist under any employment agreement of the Executive.

Appears in 1 contract

Samples: Severance Agreement (Centennial Bancorp)

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