Common use of Involuntary termination with Cause defined Clause in Contracts

Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for any of the following reasons: (i) Executive’s personal dishonesty; (ii) Executive’s incompetence; (iii) Executive’s willful misconduct; (iv) Executive’s breach of fiduciary duty involving personal profit; (v) Executive’s intentional failure to perform the duties and responsibilities of his position with the Company and the Bank; or (vi) Executive’s willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflects adversely on the reputation of the Bank or the Company, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Bank’s best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the board of directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be in good faith and in the Bank’s best interests.

Involuntary termination with Cause defined. For purposes of this Agreement involuntary termination of the Executive’s employment shall be considered involuntary termination with Cause if the Executive shall have been terminated for committed any of the following reasons:acts — (i1) Executive’s personal dishonesty; (ii) Executive’s incompetence; (iii) Executive’s willful misconduct; (iv) Executive’s breach an act of fiduciary duty involving personal profit; (v) Executive’s intentional failure to perform the duties and responsibilities of his position with the Company and fraud, embezzlement, or theft while employed by the Bank; or (vi) Executive’s willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflects adversely on the reputation conviction of the Bank Executive for or the Company, any plea of no contest to a felony conviction, any violation or conviction of law or plea of no contest to a misdemeanor involving moral turpitude, ​ (2) gross negligence, insubordination, disloyalty, or any violation dishonesty in the performance of a final cease-and-desist orderthe Executive’s duties as an officer of the Bank; willful or reckless failure by the Executive to adhere to the Bank’s written policies; intentional wrongful damage by the Executive to the business or property of the Bank, including without limitation its reputation, which in the Bank’s sole judgment causes material harm to the Bank, ​ (3) removal of the Executive from office or permanent prohibition of the Executive from participating in the affairs of the Bank 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). For purposes of this Agreement, no act or failure to act on the Executive’s part shall be deemed to have been intentional if it was due primarily to an error in judgment or negligence. An act or failure to act on the Executive’s part shall be considered intentional if it is not in good faith and if it is without a reasonable belief that the action or failure to act is in the Bank’s best interests. Any act or failure to act based upon authority granted by resolutions duly adopted by the board Board of directors Directors of the Bank or based upon the advice of counsel for the Bank shall be conclusively presumed to be in good faith and in the Bank’s best interests.