Termination of Executive for Cause. Upon or following a Change in Control, the Company shall have the right at any time to terminate the Executive's employment for Cause. In such event, the Company shall give prompt notice to the Executive, specifying in reasonable detail the basis for such termination. For purposes of this Agreement, "Cause" shall mean the following conduct of the Executive:
Termination of Executive for Cause pursuant to this Section 10 shall be communicated by a notice of termination.
Termination of Executive for Cause. (a) Notwithstanding anything in this Agreement to the contrary, the Company shall have the right to terminate Executive's employment hereunder for Cause (as defined in Subsection (b) of this Section 9) by giving to Executive 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 his employment hereunder shall terminate on the date so specified, whereupon Executive shall be entitled to receive his base salary at the rate provided in Section 5(a) and any other compensation or benefits provided in Sections 5 and 6 only to the date on which termination shall take effect (including any bonus for a prior year which has not been paid, but not any portion of any bonus for the year in which the termination occurs). Notwithstanding anything to the contrary contained in Section 5(c), upon a termination of Executive's employment hereunder for Cause, Executive shall forfeit all outstanding, unexercised options (including vested options) which he has received pursuant to Section 5(c).
(b) For purposes hereof the term "Cause" shall mean (i) Executive's willful and continued failure materially to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice by Executive of termination for Good Reason), which is not remedied within a reasonable period after a written demand for performance is delivered to Executive which specifically identifies the manner in which it is believed that Executive has not materially performed his duties; (ii) the willful engagement by Executive in misconduct materially and demonstrably injurious to the Company, or (iii) Executive's conviction of a crime (A) which is a felony involving the Company, (B) involving fraud against the Company or (C) involving embezzlement of the Company's property. For purposes of this Subsection (b), no act or failure to act by Executive shall be considered "willful" unless done, or omitted to be done, by Executive without good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company. For purposes of this Agreement, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution, duly adopted by the affirmative vote of not less than 66-2/3% of the entire members...
Termination of Executive for Cause. The occurrence of any of the following events or circumstances shall constitute “Cause” for the termination, at the election of Employer, of the employment of Executive under this Agreement:
(i) conduct by Executive, or as a result of Executive’s direction, of a willful act (including, without limitation, a dishonest or fraudulent act) or a grossly negligent act, or the willful or grossly negligent omission to act by the Executive, which is intended to cause, causes or is reasonably likely to cause harm to the Employer (including harm to its business reputation);
(ii) the indictment or the arrest of Executive for the commission or perpetration by the Executive of any felony, or any act involving dishonesty, moral turpitude or fraud;
(iii) the receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over the Employer intends to institute any form of formal or informal regulatory action against the Executive or the Employer or the Bank (provided, that the respective Board of Directors determines in good faith, with the Executive abstaining from participating in the consideration of and vote on the matter, that the subject matter of such action involves acts or omissions by or under the supervision of the Executive or that termination of the Executive would materially advance the Employer’s compliance with a concern prompting such regulatory action or would materially assist the Employer in avoiding or reducing the restrictions or adverse affects to the Employer related to the regulatory action);
(iv) knowing violation by Executive of any federal or state banking or securities law or regulation which is material to the Employer or its operations, or Executive’s act or omission which he reasonably should have known violated any such law or regulation;
(v) Executive’s refusal to perform a duly authorized directive of the Bank or Company, which was directed by a majority vote of the applicable Board;
(vi) Any other material breach by the Executive of this Agreement that, if susceptible of cure, remains uncured ten (10) days following notice to the Executive of such breach; or
(vii) Executive exhibits a standard of behavior within the scope of his employment that is materially disruptive to the orderly conduct of the Employer’s business operations (including, without limitation, substance abuse or sexual misconduct) to a level which, in good faith and the reasonable judgment of the Bank’s Board of Directors or the Compan...
Termination of Executive for Cause. DBMS may terminate this Agreement for “cause,” upon the occurrence of one or more of the following:
(a) Executive commits a material act of dishonesty, deceit, or breach of fiduciary duty in the performance of Executive’s duties as an employee of DBMS;
(b) Executive neglects or fails, on a reccurring basis and in a material respect, to perform Executive’s job duties as defined in Schedule A;
(c) Executive substantially violates any written policy or reasonable expectation of DBMS regarding employee behavior or conduct that has been communicated to Executive by DBMS or such employee behavior or conduct is outside the remit of Executive’s job description and Executive does not cure such breach within thirty (30) days after written notice from DBMS;
(d) Executive is convicted of, or pleads nolo contendre to, (i) any felony, or any misdemeanor involving moral turpitude or (ii) any crime or offense involving dishonesty with respect to DBMS; or
(e) Executive materially breaches any provision of this Agreement and does not cure such breach within thirty days after written notice from DBMS, except that such cure period shall not apply to any breach by Executive of the restrictive covenants in Article 8 of this Agreement. In the event DBMS opts to terminate this agreement for cause, DBMS shall provide written notice of such termination which shall also specify the reason for such termination. In the event DBMS terminates this Agreement for cause, all obligations of DBMS under this Agreement shall terminate.
Termination of Executive for Cause. Upon or following a Change in Control, the Company or USBANCORP Trust shall have the right at any time to terminate the Executive's employment for Cause. In such event, the Company shall give prompt notice to the Executive, specifying in reasonable detail the basis for such termination. For purposes of this Agreement, "Cause" shall mean the following conduct of the Executive:
Termination of Executive for Cause. Company may terminate this Agreement for “cause” by written notice to Executive upon the occurrence of one or more of the following:
(a) Executive commits a material act of dishonesty, deceit, or breach of fiduciary duty in the performance of Executive’s duties as an employee of Company;
(b) Executive neglects or fails, in a material respect, to perform or observe Executive’s job responsibilities and/or obligations as set forth in Schedule A and such neglect or failure is not cured within thirty days of receipt of notice from Company of such neglect or failure ;
(c) Executive substantially violates any written policy regarding employee behavior or conduct that has been provided to Executive by Company and Executive does not cure such breach within thirty (30) days after written notice from Company of such violation;
(d) Executive is convicted of, or pleads nolo contendre to, (i) any felony, or any misdemeanor involving moral turpitude or (ii) any crime or offense involving dishonesty with respect to Company; or
(e) Executive materially breaches any other provision of this Agreement and does not cure such breach within thirty days after written notice from Company, except that such cure period shall not apply to any breach by Executive of the restrictive covenants in Article 9 of this Agreement. In the event Company opts to terminate this Agreement for cause, Company shall provide written notice of such termination which shall also specify the reason for such termination. In the event this Agreement is terminated by either party for any reason other than for cause against Company, all obligations of Company under this Agreement shall terminate except for those set forth in Article 10 and those obligations accrued prior to the termination date.
Termination of Executive for Cause. If the Executive's employment is terminated for Cause, the Term of this Agreement shall automatically terminate without further obligations of the Company to the Executive hereunder, except that the Executive shall be entitled to receive the compensation and benefits provided for in Section 5.1.
Termination of Executive for Cause. If Executive is terminated for cause by Employer, upon the date of termination, Employer shall be relieved of its duties and obligations to pay Executive any additional draws that would otherwise be due under Paragraph 3 of this Executive Employment Agreement. Upon termination, Employer will calculate the Compensation based upon net earnings for the dealership to the date of termination of employment. If Executive's draw has exceeded Compensation as set forth in Paragraph 3 hereof, Executive will reimburse Employer for such excess draw paid. If Compensation as set forth in Paragraph 3 hereof has exceeded Executive's draw, Employer will make payment of the difference to Executive within 15 days after termination, and such payment will discharge all further obligations of Employer to Executive. If Executive is terminated for cause by Employer, Executive shall not be bound by the non-compete provisions of Paragraphs 22 and 23 of this Agreement.
Termination of Executive for Cause. Executive's employment shall be deemed to have been terminated for "Cause" for purposes of this Agreement if the termination is based upon Executive's willfully engaging in misconduct, including, without limitation, the intentional failure to perform Executive's duties, which is demonstrably and materially injurious to the Company and its subsidiaries taken as a whole. No act, or failure to act, on Executive's part shall be considered willful unless done, or omitted to be done, by Executive without good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company or its subsidiaries.
