Common use of Discharge with Cause Clause in Contracts

Discharge with Cause. (a) The Company may terminate Executive’s employment at any time during the Employment Period, and such termination shall be deemed to have occurred with “Cause,” only if: (i) The Board of Directors of the Company, by majority vote of their entire membership, determines that Executive should be discharged because of 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 any material breach of this Agreement; and (ii) after the vote contemplated by Section 11(a)(i), the Board of Directors has furnished to Executive a notice of termination which shall specify the effective date of his termination of employment (which shall in no event be earlier than the date on which such notice is deemed given) and include a copy of a resolution or resolutions adopted by the Board of Directors of the Company authorizing the termination of Executive’s employment for Cause, and specifying the section of this Agreement relied upon in terminating Executive for Cause. (b) Following the giving of notice of termination of Executive for Cause, the Company shall terminate Executive’s duties and authority as of Executive’s date of termination and shall also terminate the payment of salary and other cash compensation. (c) If Executive’s employment is terminated during the Employment Period for Cause, the Company shall pay and provide to him (or, in the event of his death, to his estate, his surviving beneficiaries and his dependents) the Standard Termination Entitlements only. In the Event of Executive’s termination for Cause, Executive shall resign as a director of the Company and the Bank, and as a director and/or officer of any subsidiary or affiliate of the Company and/or the Bank.