Common use of Termination for Due Cause Clause in Contracts

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 practicable, and in any event within one (1) business day after adoption of the Termination Resolution, the Board of Directors shall furnish to the Executive written notice of termination, which notice shall include a copy of the Termination Resolution and specify an effective date of termination that is not later than the date on which such notice is given; (b) For purposes of Article I, G(a)(i) or (ii), no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Corporation. The cessation of employment of Executive shall not be deemed to be for “cause” within the meaning of Article I, G(a) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Board of Directors at a meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board of Directors, Executive is guilty of the conduct described in Article I, G(a) above, and specifying the particulars thereof in detail.

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 her own behalf, or through a representative, who may be his her 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 practicable, and in any event within one (1) business day after adoption of the Termination Resolution, the Board of Directors shall furnish to the Executive written notice of termination, which notice shall include a copy of the Termination Resolution and specify an effective date of termination that is not later than the date on which such notice is given; (b) For purposes of Article I, G(a)(i) or (ii), no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Corporation. The cessation of employment of Executive shall not be deemed to be for “cause” within the meaning of Article I, G(a) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Board of Directors at a meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board of Directors, Executive is guilty of the conduct described in Article I, G(a) above, and specifying the particulars thereof in detail.

Termination for Due Cause. A Termination The Employment Period may be terminated by the Company for “Due Cause”, meaning any of the following: (i) a material breach by Executive of his covenants under this Agreement if such material breach is not remedied within fifteen (15) calendar days following written notice thereof from the Company or any Director of the Company, or, if the breach cannot be remedied within fifteen (15) days, such longer time (not to exceed forty-five (45) days) as may be reasonably necessary for Executive to remedy such breach if Executive commences and diligently pursues efforts to remedy such breach; (ii) commission by Executive of a felony, or of theft or embezzlement of property of the Company; (iii) actions by Executive (other than actions taken with the approval of the Board) which result in a material injury to the businesses, properties or reputation of the Company or any of its subsidiaries; (iv) 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 thereof from the Company or any Director of the Company; or (v) any material violation of any statutory or common law duty of loyalty to the Company. All compensation to Executive under this Agreement shall immediately terminate upon the effective date of any termination of the Employment Period 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 hereunder (other than traffic violations any earned but unpaid salary, bonus and vacation in accordance with Sections 3 and 4, respectively, herein for the period ending on the date of termination) and all vested and unvested “Stock Options” (as defined in Section 5) as of such date shall immediately expire, terminate and be of no further force 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 industryeffect; provided, however, that if the Executive shall not be deemed to have been discharged Employment Period is terminated 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”); reason stated in clause (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”); or clause (iii) the Executive (or both) and no other reason is given, and it shall be afforded subsequently determined by a reasonable opportunity to make oral and written presentations final decision of a court or arbitrator having jurisdiction that Executive did not commit the alleged acts in question, or, in the case of clause (iii) that the acts did not result in a material injury to the members businesses, properties or reputation of the Board Company or any of Directorsits subsidiaries, then such vested and unvested Stock Options shall be restored to Executive and he shall be treated as having been terminated pursuant to Section 8(f) for the purposes of his rights with respect to such Stock Options, except that the one year period shall commence on his own behalf, the date of such final determination of such court 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 practicable, and in any event within one (1) business day after adoption of the Termination Resolution, the Board of Directors shall furnish to the Executive written notice of terminationarbitrator, which notice shall include a copy of the Termination Resolution and specify an effective date of termination that is not later than the date on which such notice is given; (b) For purposes of Article I, G(a)(i) or (ii), no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Corporation. The cessation of employment of Executive shall not be deemed to be the ‘termination date’ for “cause” within purposes of Section 8(f). Any salary, bonus and accrued vacation shall be payable as follows: salary and accrued vacation shall be paid at the meaning of Article I, G(a) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Board of Directors at a meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board of Directors, Executive is guilty of the conduct described in Article I, G(a) abovenext regularly scheduled payroll date, and specifying any bonus shall be payable in accordance with the particulars thereof in detailapplicable bonus plan.

Termination for Due Cause. A Termination The Employment Period may be terminated by the Company for “Due Cause will occur in the event that Executive’s employment with the Corporation shall terminate on account of: (a) the discharge Cause”, meaning any 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 followedfollowing: (i) a material breach by Executive of his covenants under this Agreement if such material breach is not remedied within fifteen (15) calendar days following written notice thereof from the Board of Directors shall adopt a resolution duly approved by affirmative vote of a majority Company or any Director of the entire Board of Directors at a meeting called Company, or, if the breach cannot be remedied within fifteen (15) days, such longer time (not to exceed forty-five (45) days) as the Board, in its sole discretion, may deem to be reasonably necessary for Executive to remedy such breach if the [Board], in its sole discretion, determines that Executive has commenced and held for diligently pursued efforts to remedy such purpose calling for breach during the Executive’s termination for cause and setting forth the purported grounds for such termination initial fifteen (“Proposed Termination Resolution”)15) day cure period; (ii) as soon as practicablecommission by Executive of a felony, and in any event within five (5) days, after adoption or of such resolution, the Board theft or embezzlement of Directors shall furnish to the Executive a written notice of termination which shall be accompanied by a certified copy property of the Proposed Termination Resolution (“Notice of Proposed Termination”)Company; (iii) actions by Executive (other than actions taken with the Executive shall be afforded approval of the Board) which result in a reasonable opportunity to make oral and written presentations material injury to the members businesses, properties or reputation of the Board Company, Lime or any of Directors, on his own behalf, their subsidiaries; (iv) refusal to perform 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 substantial neglect of the Board duties assigned to Executive pursuant to Section 1 of Directors to be held no sooner than this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days and no later than thirty (30) after following written notice thereof from the Executive’s receipt Company or any Director 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”); andCompany; (v) as promptly as practicableany intentional, knowing and in material violation of any event within one statutory or common law duty of loyalty to the Company; (1vi) business day after adoption violation of the Termination Resolution, Company’s drug and alcohol policy; or (vii) Executive’s commission of an act of moral turpitude. All compensation to Executive under this Agreement shall immediately terminate upon the Board of Directors shall furnish to the Executive written notice of termination, which notice shall include a copy of the Termination Resolution and specify an effective date of any termination that is not later of the Employment Period for Due Cause hereunder (other than any earned but unpaid salary and vacation in accordance with Section 3 herein for the period ending on the date on which such notice is given; (b) For purposes of Article I, G(a)(i) or (iitermination), no act or failure to act, on the part of Executive, . Any salary and accrued vacation shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in paid at the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Corporation. The cessation of employment of Executive shall not be deemed to be for “cause” within the meaning of Article I, G(a) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Board of Directors at a meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Directors), finding that, in the good faith opinion of the Board of Directors, Executive is guilty of the conduct described in Article I, G(a) above, and specifying the particulars thereof in detailnext regularly scheduled payroll date.