Common use of Termination With or Without Cause Clause in Contracts

Termination With or Without Cause. This Agreement and Executive's employment with the Bank may be terminated for cause at any time upon thirty (30) days advance written notice from the Bank to Executive, which notice shall set forth the facts on which the termination is based. Upon termination, Executive shall be entitled to all arrearages of salary and expenses, but shall not be entitled to further compensation or benefits. As used in this Agreement, and without limitation, "cause" shall include: (i) Executive's conviction by any trial court of any crime involving fraud, embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive, including personal dishonesty in connection with Bank business or customers or the breach of a fiduciary duty to the Bank or its customers; (iii) the total disability of Executive, as defined in Paragraph 4 above; (iv) any material breach by Executive of this Agreement; or (v) if the Bank's regulatory authorities issue an order removing Executive from his positions at the Bank, or if such regulatory authorities inform the Directors that continuation of Executive in his position at the Bank would constitute an unsafe and unsound banking practice. Executive's employment may be terminated by the Bank without cause at any time, provided that, in such event, Bank shall pay Executive, in one lump-sum payment within thirty (30) days after such termination, an amount equal to the higher of the following: (i) that amount which is equal to the aggregate amount of salary payments that would be made to Executive for the remainder of the Employment Period, calculated at the Executive's then annual Base Salary; or (ii) that amount which is equal to 1-1/2 years (18 months) Base Salary, calculated at Executive's then annual Base Salary, whichever is greater. In addition, if Executive is terminated without cause, the Bank shall either continue to carry Executive at no additional cost to him under the Bank's employee hospital, medical services, dental and other health plans for the remainder of the Employment Period, or, if he is not eligible for continued coverage under such plans, pay the cost of similar coverage for Executive pursuant to COBRA or similar private insurance plans offering comparable coverage. The provisions of this Section 5 shall apply only to termination of this Agreement prior to a Change of Control (as hereinafter defined). Termination of this Agreement following the occurrence of Change of Control shall be governed by Section 11 hereof.

Termination With or Without Cause. This Agreement and Executive's employment with the Bank may be terminated for cause at any time upon thirty (30) days advance written notice from the Bank to Executive, which notice shall set forth the facts on which the termination is based. Upon termination, Executive shall be entitled to all arrearages of salary and expenses, but shall not be entitled to further compensation or benefits. As used in this Agreement, and without limitation, "cause" shall include: (i) Executive's conviction by any trial court of any crime involving fraud, embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive, including personal dishonesty in connection with Bank business or customers or the breach of a fiduciary duty to the Bank or its customers; (iii) the total disability of Executive, as defined in Paragraph Section 4 above; (iv) any material breach by Executive of this Agreement; or (v) if the Bank's regulatory authorities issue an order removing Executive from his positions at the Bank, or if such regulatory authorities inform the Directors that continuation of Executive in his position at the Bank would constitute an unsafe and unsound banking practice. Executive's employment may be terminated by the Bank without cause at any time, provided that, in such event, Bank shall pay Executive, in one lump-sum payment within thirty (30) days after such termination, an amount equal to the higher of the following: (i) that amount which is equal to the aggregate amount of salary payments that would be made to Executive for the remainder of the Employment Period, calculated at the Executive's then annual Base Salary; or (ii) that amount which is equal to 1-1/2 years (18 months) Base Salary, calculated at Executive's then annual Base Salary, whichever is greater. In addition, if Executive is terminated without cause, the Bank shall either continue to carry Executive at no additional cost to him under the Bank's employee hospital, medical services, dental and other health plans for the remainder of the Employment Period, or, if he is not eligible for continued coverage under such plans, pay the cost of similar coverage for Executive pursuant to COBRA or similar private insurance plans offering comparable coverage. The provisions of this Section 5 shall apply only to termination of this Agreement prior to a Change of Control (as hereinafter defined). Termination of this Agreement following the occurrence of Change of Control shall be governed by Section 11 hereof.

Termination With or Without Cause. This The foregoing notwithstanding, this Agreement and Executive's employment with the Bank may is not to be terminated considered an agreement for cause at any time upon thirty (30) days advance written notice from the Bank to Executivea fixed term or as a guarantee of continuing employment. Accordingly, which notice shall set forth the facts on which the termination is based. Upon termination, Executive shall be entitled to all arrearages of salary and expenses, but shall not be entitled to further compensation or benefits. As used in this Agreement, and without limitation, "cause" shall include: (i) Executive's conviction by any trial court of any crime involving fraud, embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive, including personal dishonesty in connection with Bank business or customers or the breach of a fiduciary duty subject to the Bank or its customers; (iii) the total disability provisions of ExecutiveSections 7 and 8 hereof, as defined in Paragraph 4 above; (iv) any material breach by Executive of this Agreement; or (v) if the Bank's regulatory authorities issue an order removing Executive from his positions at the Bank, or if such regulatory authorities inform the Directors that continuation of Executive in his position at the Bank would constitute an unsafe and unsound banking practice. ExecutiveEmployee's employment may be terminated by the Bank Employer with or without cause at any time, provided that, in such event, Bank shall pay Executive, in one lump-sum payment within thirty (30) days after such termination, an amount equal to the higher of the following: (i) that amount which is equal to the aggregate amount of salary payments that would be made to Executive for the remainder of the Employment Period, calculated at the Executive's then annual Base Salary; or (ii) that amount which is equal to 1-1/2 years (18 months) Base Salary, calculated at Executive's then annual Base Salary, whichever is greater. In addition, if Executive is terminated without cause, the Bank shall either continue to carry Executive at no additional cost to him under the Bank's employee hospital, medical services, dental and other health plans for the remainder of the Employment Period, or, if he is not eligible for continued coverage under such plans, pay the cost of similar coverage for Executive pursuant to COBRA or similar private insurance plans offering comparable coverage. The provisions of this Section 5 shall apply only to termination of this Agreement prior to a Change of Control Cause (as hereinafter defined). Termination ) upon immediate written notice to Employee at any time during the term of this Agreement following Agreement. In the occurrence of Change of Control event that such termination is for Cause, Employee shall be governed by Section 11 hereofpaid the bi-weekly portion of his annual base pay then due through the date of such termination and shall be entitled to no other benefits or salary from that date forward. Additionally, Employee's employment shall automatically terminate upon his death or upon a determination that he is permanently disabled. Employee may resign as an officer and, if applicable, director and terminate his employment at any time upon 30 days' written notice to Employer. Upon any such termination, Employee shall immediately return any and all property and records belonging to Employer which are in Employee's possession and shall vacate Employer's offices in a prompt and professional manner. In addition to the foregoing, upon termination of Employee's employment with Employer for any reason, Employee shall resign immediately as an officer and, if applicable, director of Employer and any subsidiary of Employer unless Employer indicates in writing to Employee its desire that Employee retain any such position. The foregoing notwithstanding, in the event of Employee's termination whether or not for Cause, Employee shall be entitled to receive all benefits which are accrued, vested and earned up to the termination date under the terms of any existing benefit plan such as the vested balance of the employee's account under any retirement or deferred compensation plan and any benefits which are legally required to be provided after termination such as COBRA benefits (the "Legally Earned or Required Benefits").

Termination With or Without Cause. This Agreement and Executive's employment with the Bank Employers may be terminated for cause at any time upon thirty (30) days advance written notice from the Bank Employers to Executive, which notice shall set forth the facts on which the termination is based. Upon termination, Executive shall be entitled to all arrearages of salary and expenses, but shall not be entitled to further compensation or benefits. As used in this Agreement, and without limitation, "cause" shall include: (i) Executive's conviction by any trial court of any crime involving fraud, embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive, including personal dishonesty in connection with Bank Employers business or customers or the breach of a fiduciary duty to the Bank Employers or its customers; (iii) the total disability of Executive, as defined in Paragraph 4 above; (iv) any material breach by Executive of this Agreement; or (v) if the Bank's Employer’s regulatory authorities issue an order removing Executive from his positions at the BankEmployers, or if such regulatory authorities inform the Directors that continuation of Executive in his position at the Bank Employers would constitute an unsafe and unsound banking practice. Executive's employment may be terminated by the Bank Employers without cause at any time, provided that, in such event, Bank Employers shall pay Executive, in one lump-sum payment within thirty (30) days after such termination, an amount equal to the higher of the following: (i) that amount which is equal to the aggregate amount of salary payments that would be made to Executive for the remainder of the Employment Period, calculated at the Executive's then annual Base Salary; or (ii) that amount which is equal to 1-1/2 years (18 months) Base Salary, calculated at Executive's then annual Base Salary, whichever is greater. In addition, if Executive is terminated without cause, the Bank Employers shall either continue to carry Executive at no additional cost to him under the Bank's Employer’s employee hospital, medical services, dental and other health plans for the remainder of the Employment Period, or, if he is not eligible for continued coverage under such plans, pay the cost of similar coverage for Executive pursuant to COBRA or similar private insurance plans offering comparable coverage. The provisions of this Section 5 shall apply only In addition to termination of this Agreement prior to a Change of Control (as hereinafter defined). Termination of this Agreement the foregoing, in the event that Executive's employment is terminated by the Employers without cause following the occurrence of a "Change of Control" as defined in that certain Change of Control Agreement dated as of January 1, 2007 between the Executive and the Employers (the "Change of Control Agreement"), the Executive shall be governed by entitled to receive the higher of (i) the payment amount calculated pursuant to the third paragraph of this Section 11 hereof5(b), or (ii) the amount payable pursuant to the Change of Control Agreement but the Executive shall not be entitled to receive both of the aforesaid payment amounts.

Termination With or Without Cause. This Agreement and Executive's employment with the Bank may be terminated for cause at any time upon thirty (30) days advance written notice from the Bank to Executive, which notice shall set forth the facts on which the termination is based. Upon termination, Executive shall be entitled to all arrearages of salary and expenses, but shall not be entitled to further compensation or benefits. As used in this Agreement, and without limitation, "cause" shall include: (i) Executive's conviction by any trial court of any crime involving fraud, embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive, including personal dishonesty in connection with Bank business or customers or the breach of a fiduciary duty to the Bank or its customers; (iii) the total disability of Executive, as defined in Paragraph Section 4 above; (iv) any material breach by Executive of this Agreement; or (v) if the Bank's regulatory authorities issue an order removing Executive from his positions at the Bank, or if such regulatory authorities inform the Directors that continuation of Executive in his position at the Bank would constitute an unsafe and unsound banking practice. Executive's employment may be terminated by the Bank without cause at any time, provided that, in such event, Bank shall pay Executive, in one lump-sum payment within thirty (30) days after such termination, an amount equal to the higher of the following: (i) that amount which is equal to the aggregate amount of salary payments that would be made to Executive for the remainder of the Employment Period, calculated at the Executive's then annual Base Salary; or (ii) that amount which is equal to 1-1/2 years one year (18 12 months) Base Salary, calculated at Executive's ’s then annual Base Salary, whichever is greater. In addition, if Executive is terminated without cause, the Bank shall either continue to carry Executive at no additional cost to him under the Bank's employee hospital, medical services, dental and other health plans for the remainder of the Employment Period, or, if he is not eligible for continued coverage under such plans, pay the cost of similar coverage for Executive pursuant to COBRA or similar private insurance plans offering comparable coverage. The provisions of this Section 5 shall apply only In addition to termination of this Agreement prior to a Change of Control (as hereinafter defined). Termination of this Agreement the foregoing, in the event that Executive's employment is terminated by the Bank without cause following the occurrence of a "Change of Control" as defined in that certain Amended and Restated Senior Management Change of Control Agreement dated as of January 1, 2007 between the Executive and the Bank (the "Change of Control Agreement"), the Executive shall be governed by entitled to receive the higher of (i) the payment amount calculated pursuant to the third paragraph of this Section 11 hereof5(b), or (ii) the amount payable pursuant to the Change of Control Agreement, but the Executive shall not be entitled to receive both of the aforesaid payment amounts.

Termination With or Without Cause. This Agreement and Executive's employment with the Bank may be terminated for cause at any time upon thirty (30) days advance written notice from the Bank to Executive, which notice shall set forth the facts on which the termination is based. Upon termination, Executive shall be entitled to all arrearages of salary and expenses, but shall not be entitled to further compensation or benefits. As used in this Agreement, and without limitation, "cause" shall include: (i) Executive's conviction by any trial court of any crime involving fraud, embezzlement, theft or dishonesty; (ii) serious willful misconduct by Executive, including personal dishonesty in connection with Bank business or customers or the breach of a fiduciary duty to the Bank or its customers; (iii) the total disability of Executive, as defined in Paragraph 4 above; (iv) any material breach by Executive of this Agreement; or (v) if the Bank's regulatory authorities issue an order removing Executive from his positions at the Bank, or if such regulatory authorities inform the Directors that continuation of Executive in his position at the Bank would constitute an unsafe and unsound banking practice. Executive's employment may be terminated by the Bank without cause at any time, provided that, in such event, Bank shall pay Executive, in one lump-sum payment paid within thirty (30) 30 days after such termination, an amount equal to the higher of the following: (i) that amount which is equal to the aggregate amount of salary payments that would be made to Executive for the remainder of the Employment Period, calculated at the Executive's then annual Base Salarybase salary; or (ii) that amount which is equal to 1-1/2 years (18 months) Base Salary, calculated at the number of Executive's full years of service to the Bank at the time of termination multiplied by a number derived by dividing his then annual Base Salary, whichever is greaterbase salary by twenty-six (26). In addition, if Executive is terminated without cause, the Bank shall either continue to carry Executive at no additional cost to him under the Bank's employee hospital, medical services, dental and other health plans for the remainder of the Employment Period, or, if he is not eligible for continued coverage under such plans, pay the cost of similar coverage for Executive pursuant to COBRA or similar private insurance plans offering comparable coverage. The provisions of this Section 5 shall apply only to termination of this Agreement prior to a Change of Control (as hereinafter defined). Termination of this Agreement following the occurrence of Change of Control shall be governed by Section 11 hereof.is