Common use of Termination of Employee for Cause Clause in Contracts

Termination of Employee for Cause. (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end of the Employment Period, the Bank and the Bancorp, by action of the Boards of Directors (upon a vote of two-thirds of each of its members, excluding Employee), which determination shall be binding upon the parties for all purposes under this Agreement, shall have the right to terminate Employee's employment hereunder for Cause (as defined in subsection 10(b) below) by giving to Employee written notice of such termination as of a date (not earlier than ten (10) days after such notice) to be specified in such notice, and the Employment Period shall terminate on the date so specified, whereupon Employee shall be entitled to receive only his salary at the rate provided in Section 4(a), plus his accrued vacation pay, but only to the date on which termination shall take effect; provided, however, that if termination is due to physical or mental disability of Employee, such termination shall not affect any rights which Employee may have at the time of termination pursuant to any insurance or other death benefit, bonus, retirement, or arrangements of the Bank and the Bancorp; or any stock option plan or any options thereunder, which rights shall continue to be governed by the provisions of such plans and agreements. (b) For purposes of this Agreement, "Cause" shall mean the determination by the Boards of Directors, acting in good faith and by the vote of two-thirds of the members of each board, excluding Employee, with or without a meeting, that Employee has (i) willfully failed to perform or habitually neglected the duties which he is required to perform hereunder; or (ii) willfully failed to follow any policy of the Bank or the Bancorp which materially adversely affects the condition of the Bank or the Bancorp; or (iii) engaged in any activity in contravention of any Bank or Bancorp policy, statute, regulation or governmental policy which materially adversely affects the Bank’s or the Bancorp's condition, or its reputation in the community, or which evidences the lack of Employee's fitness or ability to perform Employee's duties; or (iv) willfully refused to follow any instruction from the Boards of Directors unless Employee asserts that compliance with such instruction would cause the Bank, the Bancorp or Employee to violate any federal or state statute, regulation or governmental or Bank/Bancorp policy; or (v) been convicted of or pleaded guilty or nolo contendere to any felony, or (vi) committed any act which would cause termination of coverage under the Bank or the Bancorp's Bankers Blanket Bond as to Employee, as distinguished from termination of coverage as to the Bank or the Bancorp as a whole.

Termination of Employee for Cause. (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end of the Employment Period, the Bank and the Bancorp, by action of the Boards of Directors (upon a vote of two-thirds of each of its members, excluding Employee), which determination shall be binding upon the parties for all purposes under this Agreement, shall have the right to F & M may terminate Employee's employment hereunder under this Agreement for Cause (as defined hereinafter defined) at any time and thereafter F & M's obligations pursuant to paragraphs 5 and 6 of this Agreement shall cease and terminate. Notwithstanding anything to the contrary contained in subsection 10(b) below) by giving to Employee written notice of such termination as of a date (not earlier than ten (10) days after such notice) to be specified in such noticethis Agreement, and the Employment Period shall terminate on the date so specifiedif Employee's employment is terminated for Cause, whereupon Employee shall be receive all compensation and other benefits to which he was entitled under paragraphs 5 and 6 only through the Termination Date, and, shall receive all accrued benefits available to receive only his salary at him under F & M's benefit plans as in effect on and effective through the rate provided Termination Date in Section 4(a), plus his accrued vacation pay, but only to the date on which termination shall take effect; provided, however, that if termination is due to physical or mental disability of Employee, such termination shall not affect any rights which Employee may have at the time of termination pursuant to any insurance or other death benefit, bonus, retirement, or arrangements of the Bank and the Bancorp; or any stock option plan or any options thereunder, which rights shall continue to be governed by the provisions of such plans and agreements. (b) For purposes of this Agreementaccordance with their terms. As used herein, "Cause" shall mean the determination by the Boards of Directors, acting in good faith and by the vote of two-thirds of the members of each board, excluding Employee, with or without a meeting, that Employee has (i) willfully failed any willful act by Employee which is fraudulent or illegal and which is materially injurious to perform F & M or habitually neglected the duties which he is required to perform hereunder; any of F & M's subsidiaries, monetarily or otherwise, (ii) willfully failed the continued failure by Employee to substantially perform his duties with F & M as may be assigned to him from time to time or his obligations under this Agreement (other than any such failure resulting from Employee's incapacity due to Disability), or to follow any policy the policies and procedures of the Bank or the Bancorp which materially adversely affects the condition of the Bank or the Bancorp; or F & M, (iii) engaged the dishonesty, fraud, or other conduct which constitutes a crime (except for traffic or other violations which result in civil forfeitures) under laws, statutes, regulations, rulings, administrative code, policy or procedure of the State of Wisconsin or any activity in contravention local subdivision thereof or the United States of America or of any Bank administrative agency of the State of Wisconsin or Bancorp policyany subdivision thereof or of the United States of America, statute, regulation or governmental policy which materially adversely affects the Bank’s or the Bancorp's condition, or its reputation in the community, or which evidences the lack of Employee's fitness or ability to perform Employee's duties; or (iv) willfully refused to follow any instruction from the Boards of Directors unless Employee asserts that compliance with such instruction would cause the Bank"Misconduct" as set forth in Wis. Stats. Section 108.04(5), the Bancorp or Employee to violate any federal or state statuteWisconsin Unemployment Compensation Law and the decisions thereunder. Termination may be without notice for violations of subparts 9(b) (i), regulation or governmental or Bank/Bancorp policy; (iii) or (viv). In the event of a proposed termination for the reasons set forth in the subpart (ii) been convicted of subparagraph 9(b), the Employee shall be entitled to written notice and thirty (30) days opportunity to explain and cure such breach or pleaded guilty or nolo contendere to any felony, or (vi) committed any act which would cause termination of coverage under the Bank or the Bancorp's Bankers Blanket Bond as to Employee, as distinguished from termination of coverage as failure to the Bank satisfaction of F & M. If Employee has explained and/or cured such breach or failure within such thirty (30) day period, the Bancorp notice of termination shall be rescinded and Employee shall remain employed hereunder, subject to such further terms or conditions as a wholethe parties may establish by mutual agreement.

Termination of Employee for Cause. (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end The occurrence of any of the Employment Periodfollowing events or circumstances shall constitute “Cause” for the termination, at the Bank and the Bancorpelection of Bank, by action of the Boards employment of Directors (upon a vote of two-thirds of each of its members, excluding Employee), which determination shall be binding upon the parties for all purposes Employee under this Agreement: (i) conduct by Employee, shall have or as a result of Employee’s direction, of a willful act (including, without limitation, a dishonest or fraudulent act) or a negligent act, or the right negligent omission to terminate act by the Employee's employment hereunder , which is intended to cause, causes or is reasonably likely to cause harm to the Bank (including harm to its business reputation); (ii) the indictment or the arrest of Employee for Cause the commission or perpetration by the Employee of any felony, or any act involving dishonesty, moral turpitude or fraud; (as defined iii) the receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over Bank or the Bank intends to institute any form of formal or informal regulatory action against the Employee or the Bank (provided, that the respective Board of Directors determines in subsection 10(b) below) by giving to Employee written notice good faith, that the subject matter of such action involves acts or omissions by or under the supervision of the Employee or that termination as of the Employee would materially advance the Bank’s compliance with the purpose of the action or would materially assist the Bank in avoiding or reducing the restrictions or adverse affects to the Bank or the Bank related to the regulatory action); (iv) knowing violation by Employee of any federal or state banking or securities law or regulations which is material to the Bank or its operations, or Employee’s act or omission which he reasonably should have known violated any such law or regulation; (v) Employee’s refusal to perform a date duly authorized directive of the Bank which was directed by a majority vote of the Bank Board; (not earlier than vi) Any other material breach by the Employee of this Agreement that, if susceptible of cure, remains uncured ten (10) days after following notice to the Employee of such noticebreach; (vii) Employee exhibits a standard of behavior within the scope of his employment that is materially disruptive to the orderly conduct of the Bank’s business operations (including, without limitation, substance abuse or sexual misconduct) to a level which, in good faith and reasonable judgment of the Bank’s Board of Directors is materially detrimental to the Bank’s best interests, that, if susceptible of cure remains uncured ten (10) days following written notice to the Employee of such specific inappropriate behavior. Provided, however, that with respect to the conditions described in items (i), (iii), (iv), (v), (vi) or (vii) of the foregoing, no termination shall be specified made by the Bank’s Board of Directors on such basis unless the Bank’s Board of Directors has provided written or electronic notice to Employee of the existence of such condition and Employee has been granted a reasonable opportunity to appear before the Bank’s Board of Directors in order to respond to such noticedetermination. Upon the termination of Employee’s employment under this Section 8(b), and the Employment Period no additional benefits or monies shall terminate on be due Employee other than those accrued or vested hereunder or under any benefit plans of Bank as of the date so specifiedof termination. In addition, whereupon in the event that Bank terminates Employee’s employment under this Section 8(b) and any act or omission of Employee shall be entitled constituting Cause results in material economic harm to receive only his salary at the rate provided Bank or in Section 4(a)reputational harm causing material injury to the Bank, plus his accrued vacation paythen, notwithstanding anything to the contrary herein, but only to the date on which termination shall take effect; provided, however, that if termination is due to physical or mental disability of Employee, such termination shall not affect any rights which Employee may have at the time of termination pursuant to any insurance or other death benefit, bonus, retirement, or arrangements of the Bank extent permitted by law and the Bancorp; or any stock option plan or any options thereunder, which rights shall continue to be governed by the provisions of such plans and agreements. (b) For purposes of this Agreementthe Bank’s plan or program, "Cause" shall mean the determination by the Boards of Directors, acting in good faith and by the vote of two-thirds as of the members date of each board, excluding Employee, with or without a meeting, that Employee has termination (i) willfully failed Bank shall have no further obligations to perform make any payments or habitually neglected the duties which he is required provide any benefits to perform hereunder; Employee, his estate, or his dependents hereunder or under any compensatory or benefit plan or arrangement of Bank, and (ii) willfully failed all outstanding options to follow any policy purchase shares of the Bank or Company’s common stock granted by the Bancorp which materially adversely affects the condition of the Bank or the Bancorp; or (iii) engaged in any activity in contravention of any Bank or Bancorp policy, statute, regulation or governmental policy which materially adversely affects the Bank’s or the Bancorp's condition, or its reputation in the community, or which evidences the lack of Employee's fitness or ability Company to perform Employee's duties; or (iv) willfully refused to follow any instruction from the Boards of Directors unless Employee asserts that compliance with such instruction would cause the Bank, the Bancorp or Employee to violate any federal or state statute, regulation or governmental or Bank/Bancorp policy; or (v) been convicted of or pleaded guilty or nolo contendere to any felony, or (vi) committed any act which would cause termination of coverage under the Bank or the Bancorp's Bankers Blanket Bond as to Employee, as distinguished from termination of coverage as shall immediately expire to the extent not previously exercised. In the event that Bank or discharges Employee under this Section 8(b) and it is subsequently determined, pursuant to Section 10, that the Bancorp as termination was without cause, then such discharge shall be deemed a wholedischarge without Cause subject to the provisions of Section 8(c) hereof.

Termination of Employee for Cause. (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end of the Employment Period, the Bank and the Bancorp, by action of the Boards of Directors (upon a vote of two-thirds of each of its members, excluding Employee), which determination shall be binding upon the parties for all purposes under this Agreement, shall have the right to terminate Employee's employment hereunder for Cause (as defined in subsection Subsection 10(b) below) by giving to Employee written notice of such termination as of a date (not earlier than ten (10) days after such notice) to be specified in such notice, and the Employment Period shall terminate on the date so specified, whereupon Employee shall be entitled to receive only his then accrued salary at the rate provided in Section 4(a), plus his accrued vacation pay, but only to the date on which termination shall take effect; provided, however, that if termination is due to physical or mental disability of Employee, such termination shall not affect any rights which Employee may have at the time of termination pursuant to any insurance or other death benefit, bonus, retirement, or arrangements of the Bank and the BancorpBank; or any stock option plan or any options thereunder, which rights shall continue to be governed by the provisions of such plans and agreementsarrangements. (b) For purposes of this Agreement, "Cause" shall mean the determination by the Boards Board of Directors, acting in good faith and by the vote of two-thirds of the members of each board, excluding Employeemajority vote, with or without a meeting, that Employee has (i) willfully failed to perform or habitually neglected the appropriate duties which he is required to perform hereunder; or (ii) willfully failed to follow any policy of the Bank or the Bancorp which materially adversely affects the condition of the Bank or the BancorpBank; or (iii) engaged in any activity in contravention of any Bank or Bancorp policy, statute, regulation or governmental policy which materially adversely affects the Bank’s or the Bancorp's condition, or its reputation in the community, or which evidences the lack of Employee's fitness or ability to perform Employee's duties; or (iv) willfully refused to follow any appropriate instruction from the Boards Board of Directors unless Employee asserts that compliance with such instruction would cause the Bank, the Bancorp Bank or Employee to violate any federal or state statute, regulation or governmental or Bank/Bancorp Bank policy; or (v) subject to subsection (c) below, become physically or mentally disabled or otherwise evidenced his inability to discharge his duties as an Senior Vice President of the Bank, or (vi) been convicted of or pleaded guilty or nolo contendere to any felony, or (vivii) committed any act which would cause termination of coverage under the Bank or the BancorpBank's Bankers Blanket Bond as to Employee, as distinguished from termination of coverage as to the Bank or the Bancorp as a whole.

Termination of Employee for Cause. (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end of the Employment Period, the Bank and the Bancorp, by action of the Boards of Directors (upon a vote of two-thirds of each of its members, excluding Employee), which determination shall be binding upon the parties for all purposes under this Agreement, shall have the right to terminate Employee's employment hereunder for Cause (as defined in subsection Subsection 10(b) below) by giving to Employee written notice of such termination as of a date (not earlier than ten (10) days after such notice) to be specified in such notice, and the Employment Period shall terminate on the date so specified, whereupon Employee shall be entitled to receive only his her then accrued salary at the rate provided in Section 4(a), plus his her accrued vacation pay, but only to the date on which termination shall take effect; provided, however, that if termination is due to physical or mental disability of Employee, such termination shall not affect any rights which Employee may have at the time of termination pursuant to any insurance or other death benefit, bonus, retirement, or arrangements of the Bank and the BancorpBank; or any stock option plan or any options thereunder, which rights shall continue to be governed by the provisions of such plans and agreementsarrangements. (b) For purposes of this Agreement, "Cause" shall mean the determination by the Boards Board of Directors, acting in good faith and by the vote of two-thirds of the members of each board, excluding Employeemajority vote, with or without a meeting, that Employee has (i) willfully failed to perform or habitually neglected the appropriate duties which he she is required to perform hereunder; or (ii) willfully failed to follow any policy of the Bank or the Bancorp which materially adversely affects the condition of the Bank or the BancorpBank; or (iii) engaged in any activity in contravention of any Bank or Bancorp policy, statute, regulation or governmental policy which materially adversely affects the Bank’s or the Bancorp's condition, or its reputation in the community, or which evidences the lack of Employee's fitness or ability to perform Employee's duties; or (iv) willfully refused to follow any appropriate instruction from the Boards Board of Directors unless Employee asserts that compliance with such instruction would cause the Bank, the Bancorp Bank or Employee to violate any federal or state statute, regulation or governmental or Bank/Bancorp Bank policy; or (v) subject to subsection (c) below, become physically or mentally disabled or otherwise evidenced her inability to discharge her duties as an Executive Vice President of the Bank, or (vi) been convicted of or pleaded guilty or nolo contendere to any felony, or (vivii) committed any act which would cause termination of coverage under the Bank or the BancorpBank's Bankers Blanket Bond as to Employee, as distinguished from termination of coverage as to the Bank or the Bancorp as a whole.

Termination of Employee for Cause. (a) Notwithstanding anything herein contained, on or after the date hereof and prior to the end of the Employment Period, the Bank and the Bancorp, by action of the Boards of Directors (upon a vote of two-thirds of each of its members, excluding Employee), which determination shall be binding upon the parties for all purposes under this Agreement, Company shall have the right to terminate Employee's employment hereunder for Cause (as defined in subsection Subsection 10(b) below) by giving to Employee written notice of such termination as of a date (not earlier than ten thirty (1030) days after such notice) to be specified in such notice, and the Employment Period shall terminate on the date so specified, whereupon Employee shall be entitled to receive only his six (6) months salary at the rate provided in Section 4(a)3, plus his accrued vacation pay, but only to the date on which termination shall take effect; provided, however, that if termination is due to physical or mental disability of Employee, such termination shall not affect any rights which Employee may have at the time of termination pursuant to any insurance or other death benefit, bonus, retirement, or arrangements of the Bank and the BancorpCompany; or any stock option plan or any options thereunder, which rights shall continue to be governed by the provisions of such plans and agreementsarrangements, and Sections 7, 8, and 9 of this Agreement. (b) For purposes of this Agreement, "Cause" shall mean the determination by the Boards Board of Directors, acting in good faith and by the vote of two-thirds of the members of each board, excluding Employee, with or without vote in a duly constituted meeting, that Employee has (i) willfully failed to perform or habitually neglected the appropriate duties which he is required to perform hereunder; or (ii) willfully failed to follow any significant policy of the Bank or the Bancorp Company which materially or adversely affects the condition of the Bank or the BancorpCompany; or (iii) engaged in any activity in contravention of any Bank or Bancorp significant company policy, statute, regulation or governmental policy which materially or adversely affects the Bank’s or the BancorpCompany's condition, or its reputation in the community, or which evidences the lack of Employee's fitness or ability to perform Employee's duties; or (iv) willfully refused to follow any lawful and appropriate instruction from the Boards Board of Directors unless Employee asserts that compliance with such instruction would cause the Bank, the Bancorp Company or Employee to violate any federal or state statute, regulation or regulation, governmental or Bank/Bancorp Company policy; or (v) subject to Subsection (c) below, become physically or mentally disabled and evidences his inability to discharge his duties as Chief Executive Officer of the Company; or (vi) been convicted of or pleaded guilty or nolo contendere to any felony, ; or (vivii) committed any act which would cause termination of coverage under the Bank or the BancorpCompany's Bankers Blanket Bond as to Employee, as distinguished from termination of coverage as to the Bank or the Bancorp Company as a whole. For purposes of this Agreement, "Cause" shall also mean the Company is required to remove or replace Employee by formal order or instruction, including a consent order or agreement, from the California State Banking Department, the Federal Reserve Bank, or any other supervisory authority having jurisdiction.