Common use of Voluntary Resignation or Termination for Cause Clause in Contracts

Voluntary Resignation or Termination for Cause. If the Consulting Director shall voluntarily terminate his or her services for other than Good Reason or if the Company shall discharge the Consulting Director for Cause, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, however, that with respect to any plans or programs in which the Consulting Director is participating at the time of his or her termination, the Consulting Director's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Consulting Director which may then be in effect. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Consulting Director's services hereunder upon: (i) the willful and continued failure by the Consulting Director to perform his or her duties with the Company (other than any such failure resulting from incapacity due to Disability), after a demand for substantial performance is delivered to the Consulting Director by the Board which specifically identifies the manner in which the Board believes that he or she has not substantially performed his or her duties; (ii) the willful engaging by the Consulting Director in gross misconduct materially and demonstrably injurious to the Company. For purposes of this paragraph, no act, or failure to act, on the Consulting Director's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his or her action or omission was not in the best interest of the Company;

Voluntary Resignation or Termination for Cause. If the Consulting Director Executive shall voluntarily terminate his or her services employment for other than Good Reason or if the Company shall discharge the Consulting Director Executive for Cause, as defined herein, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, provided, however, that with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Consulting Director Executive is participating at the time of termination of his or her terminationemployment, the Consulting DirectorExecutive's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Consulting Director Executive which may then be in effect. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Consulting DirectorExecutive's services employment hereunder upon: (i) the willful and continued failure by the Consulting Director Executive to perform his or her duties with the Company (other than any such failure resulting from incapacity due to Disability), after a demand for substantial specific performance is delivered to the Consulting Director Executive by the Board which specifically identifies individual goals and objectives which must be accomplished to remedy the manner in which Executive's performance, as well as provides rationale as to the reason the Board believes that he or she has not substantially historically performed his or her duties; (ii) the willful engaging by the Consulting Director Executive in gross misconduct materially and demonstrably injurious to the Company. For purposes of this paragraph, no act, or failure to act, on the Consulting DirectorExecutive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his or her action or omission was not in the best interest of the Company;.

Voluntary Resignation or Termination for Cause. If the Consulting Director Executive shall voluntarily terminate his or her services employment for other than Good Reason or if the Company shall discharge the Consulting Director Executive for Cause, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, however, that with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Consulting Director Executive is participating at the time of termination of his or her terminationemployment, the Consulting DirectorExecutive's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Consulting Director Executive which may then be in effect. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Consulting DirectorExecutive's services employment hereunder upon: upon (iA) the willful and continued failure by the Consulting Director Executive to perform his or her duties with the Company (other than any such failure resulting from incapacity due to Disabilityphysical or mental illness), after a demand for substantial performance is delivered to the Consulting Director Executive by the Board which specifically identifies the manner in which the Board believes that he or she has not substantially performed his duties, or her duties; (iiB) the willful engaging by the Consulting Director Executive in gross misconduct materially and demonstrably injurious to the Company, or (C) occurrence of any event which would provide a basis of termination for cause under 12 C.F.R. Section 563.39(b)(1) or any successor regulation defining termination for cause in employment agreements for employees of a savings association. For purposes of this paragraph, no act, or failure to act, on the Consulting DirectorExecutive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his or her action or omission was not in the best interest of the Company;. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board he was guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this paragraph and specifying the particulars thereof in detail.

Voluntary Resignation or Termination for Cause. If the Consulting Director Executive shall voluntarily terminate his or her services employment for any reason other than Good Reason Reason, as defined hereafter, or if the Company shall discharge the Consulting Director Executive for Cause, as defined hereafter, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, however, that with respect to except as may otherwise be provided under the terms of any plans or programs employee benefit program in which the Consulting Director Executive is participating at the time of his or her termination, the Consulting Director's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Consulting Director which may then be in effectparticipating. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Consulting DirectorExecutive's services employment hereunder upon: upon (iA) the willful and continued failure by the Consulting Director Executive to perform his or her duties with the Company (other than any such failure resulting from incapacity due to Disabilityphysical or mental illness), after a demand for substantial performance is delivered to the Consulting Director Executive by the Board which specifically identifies the manner in which the Board believes that he or she has not substantially performed his duties, or her duties; (iiB) the willful engaging by the Consulting Director Executive in gross misconduct materially and demonstrably injurious to the Company. For purposes of this paragraph, no act, or failure to act, on the Consulting DirectorExecutive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his or her action or omission was not in the best interest of the Company;. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice and an opportunity for the Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board he was guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this paragraph and specifying the particulars thereof in detail.

Voluntary Resignation or Termination for Cause. If the Consulting Director Executive shall voluntarily terminate his or her services employment for other than Good Reason or if the Company shall discharge the Consulting Director Executive for Cause, as defined herein, this Agreement shall terminate immediately and the Company shall have no further obligation to make any payment under this Agreement which has not already become payable, but has not yet been paid. Provided, provided, however, that with respect to any stock options, restricted stock, incentive plans, deferred compensation arrangements, or other plans or programs in which the Consulting Director Executive is participating at the time of his or termination of her terminationemployment, the Consulting DirectorExecutive's rights and benefits under each such plan shall be determined in accordance with the terms, conditions, and limitations of the plan and any separate agreement executed by the Consulting Director Executive which may then be in effect. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Consulting DirectorExecutive's services employment hereunder upon: (i) the willful and continued failure by the Consulting Director Executive to perform his or her duties with the Company (other than any such failure resulting from incapacity due to Disability), after a demand for substantial specific performance is delivered to the Consulting Director Executive by the Board which specifically identifies individual goals and objectives which must be accomplished to remedy the manner in which Executive's performance, as well as provides rationale as to the reason the Board believes that he or she has not substantially historically performed his or her duties; (ii) the willful engaging by the Consulting Director Executive in gross misconduct materially and demonstrably injurious to the Company. For purposes of this paragraph, no act, or failure to act, on the Consulting DirectorExecutive's part shall be considered "willful" unless done, or omitted to be done, by him her not in good faith and without reasonable belief that his or her action or omission was not in the best interest of the Company;.