Termination for Proper Cause. (a) The occurrence of any of the following events or circumstances shall constitute “Proper Cause” for termination, at the election of the Board of Directors of the Company, of the employment of the Officer under this Agreement:
(1) the perpetration of defalcations by the Officer involving the Company or any of its present or future subsidiaries or affiliates, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries and affiliates;
(2) the repeated and deliberate failure by the Officer, after advance written notice, to comply with reasonable policies or directives of the Board of Directors, President, any executive officer or the Officer’s immediate supervisor; or
(3) the Officer shall breach this Agreement in any other material respect.
(b) If Company terminates the Officer for Proper Cause, the Officer shall not be an employee nor shall the Officer be entitled to any separation pay, compensation, or benefits after the effective date of the Officer’s termination. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.
Termination for Proper Cause. (A) The occurrence of any of the following events shall constitute "Proper Cause" for termination of the employment of the Executive under this Agreement, at the election of the Board:
(1) the Executive shall voluntarily resign as a director, officer or employee of the Company or any of its affiliates without the written consent of the Board;
(2) the Executive shall breach this Agreement in any material respect and fail to cure such breach within sixty (60) calendar days after receiving written notice of such breach from the Company;
(3) the commission of a fraud, or other criminal act, by the Executive directly involving the Company or any of its affiliates which would constitute a felony if prosecuted under criminal law; or
(4) the Executive fails to resign from the Board upon the terms and conditions of Section 2.5(b) of the Voting and Standstill Agreement (as defined in the Stock Purchase Agreement); provided, however, the inability of the Executive to achieve favorable results of operations shall clearly not be deemed Proper Cause for termination hereunder.
(B) In the event of termination of the Executive's employment pursuant to Section I(B)(2) for Proper Cause, the Company shall thereupon be relieved of its obligations to pay any compensation and benefits under Section III, except for accrued and unpaid items.
Termination for Proper Cause. (A) The occurrence of any of the following events shall constitute "Proper Cause" for termination of the employment of the Executive under this Agreement, at the election of the Board of Directors of the Company:
(1) the Executive shall voluntarily resign as a director, officer or employee of the Company without the prior written consent of the Board of Directors of the Company;
(2) the Executive shall fail to favorably perform as Chief Executive Officer based on a reasonable determination made by the Board of Directors of the Company and fail to cure such deficient performance within five (5) calendar days after receiving written notice of such deficient performance from the Company;
(3) the Executive shall fail to fulfill his duties and obligations as Chief Executive Officer on a full time basis from the Company's headquarters located in Richmond, Virginia except as otherwise agreed or approved by the Chairman of the Board of Directors of the Company;
(4) the Executive shall breach this Agreement in any material respect and fail to cure such breach within five (5) calendar days after receiving written notice of such breach from the Company; or
(5) the commission of a fraud, or other criminal act, by the Executive directly involving the Company or any Affiliates of the Company which would constitute a felony if prosecuted under criminal law.
(B) In the event of termination of the Executive's employment pursuant to Section I.(B)(2) for Proper Cause, the Company shall thereupon be relieved of its obligations to pay any compensation and benefits under Section III., except for accrued and unpaid items.
Termination for Proper Cause. The occurrence of any of the following events shall constitute “proper cause” for termination, at the election of a majority of the full Board of Directors of the Company, of the term of employment of Executive under this Agreement, to wit:
(a) Executive shall voluntarily resign as a director, officer or employee of the Company or any of its subsidiaries or affiliates without approval of the Board of Directors of the Company;
(b) Executive shall breach this Agreement in any material respect and, if curable, shall fail to cure such breach within 30 calendar days after receiving written notice of such breach from the Company;
(c) the perpetration of defalcations, fraud or theft by Executive involving the Company or any of its subsidiaries or affiliates, or any other substantial violation by Executive of any provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or any of its subsidiaries, which violation is deemed by a majority of the full Board of Directors materially injurious to the Company’s business or reputation; or
(d) the willful and repeated failure of Executive to comply with reasonable policies or directives of the Board of Directors; provided, however the inability of Executive to achieve performance goals and/or favorable results of operations for reasons essentially unrelated to those set forth in paragraphs (a), (b), (c) and (d) of this Section 5 shall not be deemed to constitute proper cause for termination hereunder.
Termination for Proper Cause. (a) The Company, by written notice to the Executive, may terminate this Agreement for proper cause and the continuance thereof for ten (10) business days' after written notice. As used herein, "proper cause" shall exclusively mean that the Executive has:
Termination for Proper Cause. (a) The occurrence of any of the following events or circumstances shall constitute “Proper Cause” for termination, at the election of the Board of Directors of the Company, of the employment of the Officer under this Agreement:
(1) the perpetration of defalcations by the Officer involving the Company or any of its present or future subsidiaries or affiliates, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries and affiliates;
(2) the repeated and deliberate failure by the Officer, after advance written notice, to comply with reasonable policies or directives of the Board of Directors, President, any executive officer or the Officer’s immediate supervisor; or
(3) the Officer shall breach this Agreement in any other material respect which breach is not cured in all material respects to the reasonable satisfaction of the Company within 30 days following written notice of such breach to the Officer by the Company.
(b) If Company terminates the Officer for Proper Cause, the Officer shall not be an employee nor shall the Officer be entitled to any separation pay, compensation, or benefits after the effective date of the Officer’s termination. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.
Termination for Proper Cause. (a) The occurrence of any of the following events or circumstances shall constitute “Proper Cause” for termination, at the election of the Boards of Directors of Corporation and Bank, of the employment of the Officer under this Agreement:
(1) the perpetration of defalcations by the Officer involving Corporation and Bank or any of its present or future subsidiaries or affiliates, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to Corporation and Bank or its subsidiaries and affiliates;
(2) the repeated and deliberate failure by the Officer after advance written notice to comply with reasonable policies or directives of the Boards of Directors of Corporation and Bank; or
(3) the Officer shall be in material breach this Agreement, or shall act in contravention of the duties and responsibilities of his position, in any other material respect.
(b) If Corporation and Bank terminate the Officer for Proper Cause, the Officer shall not be an employee nor shall the Officer be entitled to any compensation or benefits after the effective date of the Officer’s termination. Notwithstanding the foregoing, nothing contained herein shall affect the Officer’s vested rights, if any.
(c) The Officer shall not be deemed to have been terminated for Proper Cause unless and until he shall have received a written notice of such from the Board of Directors, accompanied by a resolution duly adopted by the affirmative vote of a majority of the entire Board at a meeting called and held for such purpose (after reasonable notice to the Officer and a reasonable opportunity for the Officer to make oral and written presentations to the members of the Board, on his own behalf or through a representative, who may be his legal counsel, to refute the grounds for the proposed determination) finding that in the good faith opinion of the Board of Directors grounds exist for such action.
Termination for Proper Cause. The occurrence of any of the following events or circumstances shall constitute "proper cause" for termination, at the election of the Board of Directors of the Company, of the term of employment of the Executive under this Agreement, to wit:
(a) the Executive shall voluntarily resign as a director, officer or employee of the Company or any significant subsidiary without approval of the Board of Directors of the Company for reasons other than a breach of this Agreement in any material respect by the Company which has not been cured within 30 calendar days after the Company's receipt of written notice of such breach from the Executive;
(b) the perpetration of defalcations by the Executive involving the Company or any of its affiliates, as established by certified public accountants employed by the Company, or willful, reckless or grossly negligent conduct of the Executive entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Company or its subsidiaries;
(c) the repeated and deliberate failure by the Executive, after advance written notice to him, to comply with reasonable policies or directives of the Board of Directors; or
(d) the Executive shall breach this Agreement in any other material respect and fail to cure such breach within 30 calendar days after the Executive receives written notice of such breach from the Company.
Termination for Proper Cause. (A) The occurrence of any of the following events or circumstances shall constitute "Proper Cause" for termination, at the election of the Board of Directors of the Employer, of the employment of the Officer under this Agreement:
(1) the perpetration of defalcations by the Officer involving the Employer or any of its present or future subsidiaries or affiliates, as established by certified public accountants employed by the Employer, or willful, reckless or grossly negligent conduct of the Officer entailing a substantial violation of any material provision of the laws, rules, regulations or orders of any governmental agency applicable to the Employer or its subsidiaries and affiliates;
(2) the repeated and deliberate failure by the Officer after advance written notice to comply with reasonable policies or directives of the Employer or the Chairman of the Board of Directors of the Employer; or
(3) the Officer shall breach this Agreement in any other material respect and fail to cure such breach within 30 calendar days after the Officer receives written notice of such breach from the Employer.
(B) If Employer terminates the Officer for Proper Cause, the Officer shall not be an employee nor shall the Officer be entitled to any compensation or benefits after the effective date of the Officer's termination. Notwithstanding the foregoing, nothing contained herein shall affect the Officer's vested rights, if any.
Termination for Proper Cause. Employer may terminate Employee's employment at any time for "proper cause". Proper cause for the termination of Employee's employment shall be as follows:
(a) Violation by Employee of the restrictive covenants set forth in paragraph 7 hereof ; (b) Employee's dishonest or illegal conduct; or (c) Employee's willful dereliction of his duties to the Company.
