Termination for Due Cause. The Employment Period may be terminated for Due Cause only for the following reasons and upon the terms and conditions set forth in this Section 3.2. The Company, by a vote of a majority of the Board of Directors (a “Termination Vote”) may terminate the Employment Period, effective upon written notice of such termination to Executive, such notice made pursuant to Section 7 herein, in the event of (i) a material breach by Executive of his fiduciary duty or duty of loyalty to Company or of his covenants under this Agreement if such material breach is not remedied within fifteen (15) calendar days following written notice by the Company; (ii) the failure of Executive to comply with any material term of this Agreement which materially adversely affects the Company; (iii) commission by Executive of theft or embezzlement of property of the Company or other acts of dishonesty of a material nature and/or commission by Executive of a crime resulting in a material injury to the businesses, properties or reputations of the Company or any of its affiliates; (iv) commission of an act by Executive in the performance of his duties hereunder reasonably determined by a majority of the board of directors of the Company to constitute gross, willful or wanton negligence; (v) willful refusal to perform or substantial neglect of the duties assigned to Executive pursuant to Section 1 of this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days following written notice by the Company; or (vi) any significant violation of any statutory or common law duty of loyalty to the Company or its affiliates. All compensation paid to Executive shall immediately cease upon termination for Due Cause hereunder except accrued and unpaid compensation and all unvested Stock Options shall immediately expire.
Termination for Due Cause. Notwithstanding anything else in this Agreement, if the Participant engages in conduct that constitutes Due Cause at any time during the Participant’s employment or other association or thereafter, the Option shall immediately terminate, and the Participant shall immediately and irrevocably:
a. forfeit the portion of the Option not yet exercised; and
b. forfeit all Shares delivered, or otherwise subject to delivery, upon exercise of the Option on or after the Participant first engages conduct that constitutes Due Cause as determined in the Committee’s sole discretion, upon refund by the Company of the Exercise Price to the extent paid. For purposes of this Agreement, “Due Cause” has the meaning ascribed to this term in the Participant’s Loyalty Agreement (in the case of SVPs) or Employment Agreement (in the case of CEO/EVPs).
Termination for Due Cause. A Termination for Due Cause will occur in the event that Executive’s employment with the Corporation shall terminate on account of:
(a) the discharge of the Executive for “cause,” which, for purposes of this Agreement shall mean personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order, or any material breach of this Agreement, in each case as measured against standards generally prevailing at the relevant time in the savings and community banking industry; provided, however, that the Executive shall not be deemed to have been discharged for cause unless and until the following procedures shall have been followed:
(i) the Board of Directors shall adopt a resolution duly approved by affirmative vote of a majority of the entire Board of Directors at a meeting called and held for such purpose calling for the Executive’s termination for cause and setting forth the purported grounds for such termination (“Proposed Termination Resolution”);
(ii) as soon as practicable, and in any event within five (5) days, after adoption of such resolution, the Board of Directors shall furnish to the Executive a written notice of termination which shall be accompanied by a certified copy of the Proposed Termination Resolution (“Notice of Proposed Termination”);
(iii) the Executive shall be afforded a reasonable opportunity to make oral and written presentations to the members of the Board of Directors, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds set forth in the Proposed Termination Resolution at one or more meetings of the Board of Directors to be held no sooner than fifteen (15) days and no later than thirty (30) after the Executive’s receipt of the Proposed Termination Notice (“Termination Hearings”); and
(iv) within ten (10) days following the end of the Termination Hearings, the Board of Directors shall adopt a resolution duly approved by affirmative vote of a majority of the entire Board of Directors at a meeting called and held for such purpose (A) finding that in the good faith opinion of the Board of Directors the grounds for termination set forth in the Proposed Termination Resolution exist and (B) terminating the Executive’s employment (“Termination Resolution”); and
(v) as promptly as pr...
Termination for Due Cause. The Employment Period may only be terminated by the Company for Due Cause. The Company, by a vote of a majority of the Board of Directors (a “Termination Vote”) may terminate the Employment Period for Due Cause, effective upon written notice of such termination to Executive, in the event of Due Cause as defined by (i) a material breach by Executive of his covenants under this Agreement if such material breach is not remedied within sixty (60) calendar days following written notice by the Company; (ii) conviction in a court of law by Executive of theft or embezzlement of property of the Company and/or conviction by Executive of a felony crime resulting in a material injury to the businesses, properties of the Company or any of its affiliates; All compensation paid to Executive shall immediately cease upon termination for Due Cause hereunder except accrued and unpaid compensation and all unvested Stock Options shall immediately expire.
Termination for Due Cause. UTHSCT may immediately terminate this Agreement for due cause by providing written notice to RESIDENT that the Agreement is terminated. The parties acknowledge and agree that for purposes of this Agreement, the term “due cause” shall be as defined in the Resident Handbook. RESIDENT acknowledges and agrees that the termination procedures specified in the Resident Handbook shall apply to such terminations.
Termination for Due Cause. The Employment Period may be terminated for “Due Cause” (as defined below) by the Company upon the affirmative vote of a majority of the Board of Managers (a “Termination Vote”). Upon a Termination Vote, a written notice of such termination shall be given to Executive in the manner required by Section 14(d) hereof. For purposes hereof, “Due Cause” shall mean any of the following:
Termination for Due Cause. In the event that Xx. Xxxxx is terminated for Due Cause he will not be entitled to any severance payment and Frontier will have all of the rights and remedies available to it at law and in equity.
Termination for Due Cause. The Company or the Executive shall have the right to terminate Executive's services under this Agreement at any time for "due cause," as herein defined, upon giving written notice to the other party setting out the reasons for such termination, such termination to be effective upon the date of delivery of such notice. Termination for "due cause" hereunder shall mean:
Termination for Due Cause. In the event that Mx. Xxxxxxx is terminated for Due Cause he will not be entitled to any severance payment, and the Company will have all of the rights and remedies available to it at law and in equity. In such a case, subject to the Company’s rights and remedies, including, without limitation, those of set-off, Mx. Xxxxxxx will be paid accrued base salary and vacation through the date of such termination and, for the period that he was employed by the Company during the fiscal year of termination, a bonus to the extent that such bonus has already been earned by Mx. Xxxxxxx due to the achievement of specific metrics and is determinable as of the date of termination. Payments under this Section 7 shall become payable as of the date of Mx. Xxxxxxx’x termination for Due Cause, subject to the provisions of Section 9 below.
Termination for Due Cause. In the event the Employer terminates the Employee’s employment for Due Cause, the Employee covenants that during his employment and for a period of one (1) year thereafter, he shall not (i) directly or indirectly participate or engage in management or operational aspects of, or acquire a financial interest in, any bank or financial institution; (ii) directly or indirectly, on behalf of any business other than the Employer, engage or assist in offering employment to or encourage the departure of an employee of the Employer; (iii) directly or indirectly solicit or assist in the solicitation of any customer of the Employer for the purpose of providing banking or financial services from any business other than Employer or (iv) disparage the Employer publicly or to any person or entity with which the Employer has a present or prospective business relationship. The time period for the covenants contained herein shall not begin or continue to run for any period during which the Employee is in breach of any of the covenants set forth herein.
