Discharge or Resignation. A. The Employer's Board of Directors may terminate the Executive's employment at any time, but any termination by the Employer's Board of Directors other than termination for cause, shall not prejudice the Employee's right to compensation or other benefits under this Agreement. The Executive shall have no right to receive compensation or other benefits for any period after termination for cause. Termination for cause shall include termination because of the Executive's personal dishonesty, incompetence, willful misconduct breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. B. If the Executive is suspended and/or temporarily prohibited from participating in the conduct of Shore Bank's affairs by a notice served under Section 8(e)(3) or (g)(1) of (the) Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g) (1) the Employer's obligations under this Agreement shall be suspended as of the date of service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer may in its discretion (i) pay Executive all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended. C. If the Executive is removed and/or permanently prohibited from participating in the conduct of Shore Bank's affairs by an order issued under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) or (g)(1), all obligations of the Employer under this Agreement shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected. D. If Shore Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act), all obligations under the contract shall terminate as of the date of default, but this paragraph (b)(4) shall not affect any vested rights of the contracting parties. E. All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Employer: (1) by the Director or his or her designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of Shore Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or (2) by the Director or his or her designee at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of Shore Bank or when Shore Bank is determined by the Director to be in an unsafe or unsound condition. F. In the event that Executive is terminated without cause, then the payment of Base Salary and all benefits in Section 4, with exception of the automobile, shall continue until the expiration of twelve (12) months from the date of termination. For purposes of this Agreement, the definition of termination without cause shall include (i) the voluntary resignation of Executive due to any material curtailment of his responsibilities or duties; (ii) Executive's termination due solely to the Chairman of the Board's decision to personally handle Executive's responsibilities; and (iii) termination for any ground which is not enumerated above as termination for cause.
Appears in 1 contract
Discharge or Resignation. A. The Employer's ’s Board of Directors may terminate the Executive's ’s employment at any time, but any termination by the Employer's ’s Board of Directors other than a termination for cause, shall not prejudice the Employee's ’s right to compensation or other benefits under this Agreementthe contract. The Executive Employee shall have no right to receive compensation or other benefits for any period after termination for cause. Termination for cause shall include termination because of the Executive's personal Employee’s dishonesty, incompetence, willful misconduct misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreementthe contract.
B. If the Executive Employee is suspended and/or temporarily prohibited from participating in the conduct of Shore Bank's the Company’s affairs by a notice served under Section 8(e)(38(e) (3) or (g)(1g) (1) of (the) Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3U.S.C 1818 (e) (3) and (g)
) (1) the Employer's Company’s obligations under this Agreement the contract shall be suspended as of the date of the service unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Employer company may in its discretion (i) pay Executive Employee all or part of the compensation withheld while its contract obligations were suspended and (ii) reinstate (in whole or in part) any of its obligations which were suspended.
C. If the Executive employee is removed and/or permanently prohibited from participating in the conduct of Shore Bank's Company’s affairs by an order issued under Section 8(e)(48 (e) (4) or (g)(1g) (1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(41818 (e) (4) or (g)(1g) (1), all obligations of the Employer Company under this Agreement the contract shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.
D. If Shore Bank the Company is in default (as defined in Section 3(x)(13 (x) (1) of the Federal Deposit Insurance Act), all obligations under the contract shall terminate as of the date of default, but this paragraph (b)(4b) (4) shall not affect any vested rights of the contracting parties.
E. All obligations under this Agreement shall be terminated, except to the extent determined that continuation of this Agreement is necessary for the continued operation of the Employer:
(1) by the Director or his or her designee at the time the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of Shore Bank under the authority contained in Section 13(c) of the Federal Deposit Insurance Act; or
(2) by the Director or his or her designee at the time the Director or his or her designee approves a supervisory merger to resolve problems related to operation of Shore Bank or when Shore Bank is determined by the Director to be in an unsafe or unsound condition.
F. In the event that Executive is terminated without cause, then the payment of Base Salary and all benefits in Section 4, with exception of the automobile, shall continue until the expiration of twelve (12) months from the date of termination. For purposes of this Agreement, the definition of termination without cause shall include (i) the voluntary resignation of Executive due to any material curtailment of his responsibilities or duties; (ii) Executive's termination due solely to the Chairman of the Board's decision to personally handle Executive's responsibilities; and (iii) termination for any ground which is not enumerated above as termination for cause.
Appears in 1 contract