Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. (b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination. (c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the Savings
Appears in 2 contracts
Sources: Employment Agreement (South Street Financial Corp), Employment Agreement (South Street Financial Corp)
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's ’s estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's ’s employment under this Agreement may be terminated at any time by the Officer upon sixty (60) 60 days' ’ written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In The Directors may terminate the Officer’s employment at any time, but any termination by the Directors, other than termination for Cause, shall not prejudice the Officer’s right to compensation or other benefits under this Agreement. The Bank shall provide written notice specifying the grounds for termination for Cause. The Officer shall have no right to receive compensation or other benefits for any period after termination for Cause. For purposes of this Paragraph 8(c), the Bank shall have “Cause” to terminate Officer’s employment upon: (i) a determination by the Bank in good faith, that Officer (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Officer’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Officer written notice which describes such breach, failure to perform or conduct and, if during a period of five (5) business days following such notice Officer cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Officer on a previous occasion of the same or a substantially similar breach, failure to perform or conduct which the Bank determines in good faith to be substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Officer shall have no right to cure such breach, failure to perform or conduct; (ii) the violation by Officer of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency or any other banking regulator having legal jurisdiction over the Bank), which results from Officer’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or the Bank’s reputation; (iii) the commission in the course of Officer’s employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction); (iv) the conviction of Officer of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Officer from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company, (v) Officer becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and (vi) the occurrence of any event believed by the Bank, in good faith, to have resulted in Officer being excluded from coverage, or having coverage limited as to Officer as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees. Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive any termination of employment.
(d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, §▇▇▇ of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform the essential functions of his duties hereunderjob, with or without reasonable accommodation, under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the Savings Bank Officer shall continue be entitled to compensate receive any compensation the Officer at shall have earned prior to the level date of compensation described in Paragraph 2 abovetermination but which remains unpaid, and shall continue be entitled to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’s employment pursuant to this Paragraph 8(c8(d), the question of such incapacity shall be submitted to an impartial physician licensed to practice medicine in South Carolina for determination and reputable physician for determination, who will be selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(d).
Appears in 2 contracts
Sources: Merger Agreement (FNB Bancshares Inc /Sc/), Merger Agreement (American Community Bancshares Inc)
Termination and Termination Pay. (a) The OfficerExecutive's employment under this Agreement may be terminated at any time by Executive upon sixty (60) days written notice to the Bank. Upon such termination, Executive shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Executive not to serve out part or all of said notice period.
(b) Executive's employment under this Agreement shall be terminated upon the death of the Officer Executive during the term of this Agreement. Upon any such termination, in which event, the OfficerExecutive's estate shall be entitled to receive the any compensation due the Officer to Executive computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Executive becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Executive is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Executive at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Executive each of the other benefits set forth or described in this Agreement, for the remaining term of this AgreementEmployment Period, less any other payments provided under any disability income plan of the Savings Bank or UCB, which is applicable to the OfficerExecutive. In the event of any disagreement between the Officer Executive and the Savings Bank as to whether the Officer Executive is physically or mentally incapacitated such as will result in the termination of the OfficerExecutive's employment pursuant to this Paragraph 8(c5(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Executive and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerExecutive), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Executive and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 5(c) .
(d) The Bank may terminate Executive's employment at any time for any reason with or without "Cause" (as defined below), but any termination by the Bank other than termination for "Cause", (as defined below) shall not prejudice Executive's right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Executive's employment by the Bank for "Cause", Executive shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). For purposes of this Paragraph 5(d) , the Bank shall have "Cause" to terminate Executive's employment upon:
(i) A determination by the Bank, in good faith, that Executive (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is materially or demonstrably injurious to the Bank or the Executive has shown a continued failure to perform substantially Executive's duties with the Bank other than any such failure resulting from disability For purposes of this provision, no act or failure to act on the part of Executive shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to resolutions duly adopted by the Board of Directors or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the interest of the Bank. Prior to any termination by the Bank of Executive's employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Executive written notice which describes such breach, failure to perform or conduct and if during a period of five business (5) days following such notice Executive cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Executive on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Executive shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Executive of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a "Regulatory Authority", including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Executive's gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank's reputation;
(iii) The commission in the course of Executive's employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Executive of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Executive from serving as an employee or executive officer of, or a party affiliated with, the Bank or UCB;
(v) Executive becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank's affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Executive being excluded from coverage, or having coverage limited as to Executive as compared to other covered officers or employees, under the Bank's then current "blanket bond" or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ▇▇▇▇’▇ employment under this Agreement may be terminated at any time by ▇▇▇▇ upon ninety (90) days written notice to the Bank. Upon such termination, ▇▇▇▇ shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for ▇▇▇▇ not to serve out part or all of said notice period.
(b) ▇▇▇▇’▇ employment under this Agreement shall be terminated upon the death of the Officer ▇▇▇▇ during the term of this Agreement. Upon any such termination, in which event, the Officer's ▇▇▇▇’▇ estate shall be entitled to receive the any compensation due the Officer to ▇▇▇▇ computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer ▇▇▇▇ becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer ▇▇▇▇ is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer ▇▇▇▇ at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer ▇▇▇▇ each of the other benefits set forth or described in this Agreement, for the remaining term of this AgreementAgreement (or in the case of major medical insurance for ▇▇▇▇ and his spouse, for the remainder of their natural lives), less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer▇▇▇▇. In the event of any disagreement between the Officer ▇▇▇▇ and the Savings Bank as to whether the Officer ▇▇▇▇ is physically or mentally incapacitated such as will result in the termination of the Officer's ▇▇▇▇’▇ employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer ▇▇▇▇ and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer▇▇▇▇), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer ▇▇▇▇ and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c) .
(d) The Bank may terminate ▇▇▇▇’▇ employment at any time for any reason with or without “Cause” (as defined below), but any termination by the Bank other than termination for “Cause”, (as defined below) shall not prejudice ▇▇▇▇’▇ right to compensation or other benefits under this Agreement. Following any termination of ▇▇▇▇’▇ employment by the Bank for “Cause”, ▇▇▇▇ shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). For purposes of this Paragraph 6(d), the Bank shall have “Cause” to terminate ▇▇▇▇’▇ employment upon:
(i) A determination by the Bank, in good faith, that ▇▇▇▇ (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of ▇▇▇▇’▇ employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give ▇▇▇▇ written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice ▇▇▇▇ cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to ▇▇▇▇ on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and ▇▇▇▇ shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by ▇▇▇▇ of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from ▇▇▇▇’▇ ▇▇▇▇▇ negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of ▇▇▇▇’▇ employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of ▇▇▇▇ of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies ▇▇▇▇ from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) ▇▇▇▇ becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in ▇▇▇▇ being excluded from coverage, or having coverage limited as to ▇▇▇▇ as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's Quick,s employment under this Agreement may be terminated at any time by the Officer Quick upon sixty (60) days' written notice to the Board of DirectorsTriangle. Upon such termination, the Officer Quick shall be entitled to receive compensation through the effective date of such termination; provided, however, that Triangle, in its sole discretion, may elect for Quick not to serve out part or all of said notice period.
(b) Quick's employment under this Agreement shall be terminated upon the death of Quick during the term of this Agreement. If Quick's death occurs between October 25, 1996 and October 24, 1997, Triangle shall pay to Quick's estate an amount equal to Seventy-One Thousand Three Hundred and no/100 Dollars ($71,300.00) . If Quick's death occurs between October 25, 1997 and October 24, 1998, Triangle shall pay to Quick's estate an amount equal to Thirty-Five Thousand Seven Hundred and no/100 Dollars ($35,700.00). If Quick's death occurs after October 25, 1998, Quick's estate shall be entitled to receive any compensation that Quick shall have earned prior to the date of his death but which remains unpaid.
(c) In the event the Officer Quick becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Triangle that the Officer Quick is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank Triangle shall continue to compensate the Officer Quick at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Quick each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank Triangle which is applicable to the OfficerQuick. In the event of any disagreement between the Officer Quick and the Savings Bank Triangle as to whether the Officer Quick is physically or mentally incapacitated such as will result in the termination of the OfficerQuick's employment pursuant to this Paragraph 8(c)7 (c) , the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Quick and the Savings Bank Triangle or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank Triangle and the other by the OfficerQuick), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on Quick and Triangle. Triangle shall pay the Officer reasonable fees and the Savingsexpenses of such physician or physicians in making any determination required under this Paragraph 7(c).
(d) Triangle may terminate Quick's employment at any time for any reason with or without "Cause" (as defined below) , but any termination by Triangle other than termination for "Cause" (as defined below) shall not prejudice Quick's right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Quick's employment by Triangle for "Cause" Quick shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination).
Appears in 1 contract
Termination and Termination Pay. (a) The Officer may terminate his employment under this Agreement at any time upon sixty (60) days notice to the Board and the Bank Board. Upon such termination, the Officer shall be entitled to receive payment of his Base Salary and all benefits and other compensation earned, vested, accrued or accruing through the effective date of such termination; provided, however, that the Board and the Bank Board, acting as one party and in their sole discretion, may elect for the Officer not to serve out part or all of said notice period.
(b) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which eventhis death. Upon any such termination, the Officer's estate shall be entitled to receive the promptly payment of his Base Salary and all benefits and other compensation due the Officer earned, vested, accrued or accruing through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationhis death.
(c) In the event the Officer becomes disabled Disabled (as defined below) during the term Term, for the greater of (i) six (6) months from the date of the determination the Officer has become Disabled and (ii) the remainder of the Term the Bank shall pay to the Officer an amount equal to sixty-six point sixty-seven percent (66.67%) of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 aboveBase Salary, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement. At its expense, for the remaining term of this Agreement, less any other payments provided under any Bank shall maintain a disability income plan of policy upon the Savings Bank which is applicable Officer sufficient to the Officerfund its obligations herein. In the event of any disagreement between the Officer and the Savings Bank Corporation and the Bank, acting as one party, as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c)has become Disabled, the question of such incapacity Officer shall be submitted to examined by an impartial and reputable physician for determinationpracticing within Mecklenburg County, North Carolina, selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians practicing within Mecklenburg County, North Carolina (one (1) of whom shall be selected by the Savings Bank Corporation and the other Bank, acting as one party, and one (1) selected by the Officer), and such the determination of the question of such incapacity by such physician or physicians as to whether the Officer has become Disabled shall be final and binding on the Officer Officer, the Corporation and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Section 7(c). For purposes of this Agreement, "Disabled" means that the Officer has become permanently unable to perform satisfactorily his duties and responsibilities under this Agreement by reason of physical incapacity or mental impairment.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Bank, through consultation with an independent third party, that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, Employee’s employment under this Agreement shall be terminated. Upon such termination, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c).
(d) The Bank may terminate Employee’s employment at any time for any reason with or without “Cause” (as defined below, which definition shall include the occurrence of one or more of the events described in Paragraph 6(d)(i)–(vi)). Any termination of Employee’s employment which is not for Cause shall entitle Employee to the compensation specified in Paragraph 2 above as to salary for the remaining term of the contract and Paragraph 3(iii) above as to medical benefits for the remaining term of this agreement. Any termination of Employee’s employment which is for Cause shall mean that Employee has no further rights to receive payments for compensation or benefits under this Agreement, with the exception of any vested benefits of Employee under any employee benefits plan of the Bank or the Company. For purposes of this Paragraph 6(d), the Bank shall have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee
(A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful conduct which is materially detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of thirty (30) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority,” including without limitation the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of Richmond, the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, or any other banking regulator having legal jurisdiction over the Bank or the Company), which results from Employee’s gross negligence, willful misconduct, or intentional disregard of such law, rule, regulation, order, or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft, or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee is removed, suspended, or prohibited from participating in the conduct of the Bank’s affairs by any Regulatory Authority; and,
(vi) The occurrence of any event that results in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during under the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Bank, through consultation with an independent third party, that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c).
(d) The Bank may terminate Employee’s employment at any time for any reason with or without “Cause” (as defined below). Any termination of Employee’s employment which is not for “Cause” (as defined below) shall entitle Employee to the compensation specified in Paragraph 2 above as to salary for the remaining term of the contract and Paragraph 3(v) above as to medical benefits for the remaining term of this agreement. Any termination of Employee’s employment which is for “Cause” (as defined below) shall mean that Employee has no further rights to receive payments for compensation or benefits under this Agreement, with the exception of any vested benefits of Employee under any employee benefits plan of the Bank or the Company. For purposes of this Paragraph 6(d), the Bank shall have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful conduct which is materially detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of thirty (30) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of Richmond, Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank or the Company), which results from Employee’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs by any Regulatory Authority; and,
(vi) The occurrence of any event that results in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement may be terminated at any time by Officer upon ninety (90) days written notice to the Employer. Upon such termination, Officer shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Employer, in its sole discretion, may elect for Officer not to serve out part or all of said notice period.
(b) Officer’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement. Upon any such termination, in which event, the Officer's ’s estate shall be entitled to receive the any compensation due the to Officer computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank Employer that the Officer is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank Employer (i) shall continue to compensate the Officer at the minimum base salary level of compensation described in Paragraph 2 aboveabove then in effect as increased from time to time for the twelve months following the termination of Officer’s employment pursuant to this Paragraph 6(c), and (ii) shall continue to provide the Officer each of the other benefits set forth or described in this AgreementAgreement including, without limitation, a pro rata portion of the bonus accrued for Officer as of the remaining term date Officer’s employment is terminated pursuant to this Paragraph 6(c) in such calendar year of this Agreementtermination hereunder (collectively, less the “Disability Benefits”). The Disability Benefits shall be reduced by any other payments provided under any disability income plan of the Savings Bank Employer which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank Employer as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank Employer or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank Employer and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the SavingsEmployer. The Employer shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c).
(d) The Employer may terminate Officer’s employment at any time for any reason with or without “Cause” (as defined below), but any termination by the Employer other than termination for “Cause,” (as defined below) shall not prejudice Officer’s right to compensation or other benefits under this Agreement for a period of time equal to the balance of the term of this Agreement. Following any termination of Officer’s employment for “Cause,” Officer shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). For purposes of this Paragraph 6(d), the Employer shall have “Cause” to terminate Officer’s employment upon:
(i) A determination by the Employer, in good faith, that Officer (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Company or to the Bank or which has had or likely will have a material adverse effect on the business or reputation of the Company or the Bank. Prior to any termination of Officer’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Employer shall give Officer written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Officer cures or corrects the same to the reasonable satisfaction of the Employer, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Employer has given written notice to Officer on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Employer determines in good faith to be of substantially similar import, or if the Employer determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Officer shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Officer of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Company or the Bank or any of their affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks, the Board of Governors of the Federal Reserve or any other banking regulator having legal jurisdiction over the Company or the Banks), which results from Officer’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Company or any of its affiliates or subsidiaries or to the reputation of the Company or the Bank;
(iii) The commission in the course of Officer’s employment with the Employer of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Officer of any felony or misdemeanor involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Officer from serving as an employee or officer of, or a party affiliated with, the Company or the Bank or any of their affiliates or subsidiaries;
(v) Officer becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the affairs of the Company or the Bank (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Company, in good faith, to have resulted in Officer being excluded from coverage, or having coverage limited as to Officer as compared to other covered officers or employees, under the Employer’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's ’s estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his the Officer’s death shall have occurred and for a period of one month thereafter.
(b) The Officer's ’s employment under this Agreement may be terminated at any time by the Officer upon sixty (60) 60 days' ’ written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In The Directors may terminate the Officer’s employment at any time, but any termination by the Directors, other than termination for Cause, shall not prejudice the Officer’s right to compensation or other benefits under this Agreement. The Bank shall provide written notice specifying the grounds for termination for Cause. The Officer 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 Officer’s personal dishonesty or moral turpitude, 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. Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive any termination of employment.
(d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with D▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, §▇▇▇ of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunderthe essential functions of the Officer’s job under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the Savings Bank Officer shall continue be entitled to compensate receive any compensation the Officer at shall have earned prior to the level date of compensation described in Paragraph 2 abovetermination but which remains unpaid, and shall continue be entitled to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’s employment pursuant to this Paragraph 8(c8(d), the question of such incapacity shall be submitted to an impartial physical licensed to practice medicine in North Carolina for determination and reputable physician for determination, who will be selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(d).
Appears in 1 contract
Sources: Employment Agreement (Carolina Trust BancShares, Inc.)
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred but which remains unpaid and the Bank shall continue to provide the insurance coverages then in effect for a period of one month thereafter.
(bEmployee’s family as set forth in Paragraph 3(d) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationhereof.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c).
(d) The Bank may terminate Employee’s employment at any time for any reason with or without “Cause” (as defined below), but any termination by the Bank other than termination for “Cause” (as defined below), shall not prejudice Employee’s right to compensation or other benefits throughout the remaining term of this Agreement. Following any termination of Employee’s employment by the Bank for “Cause,” Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). For purposes of this Paragraph 6(d), the Bank shall have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of five (5) business days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct. Notwithstanding anything contained herein to the contrary, any act, or failure to act, based upon authority granted pursuant to resolutions duly adopted by the Board of Directors of the Bank or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Employee in good faith and in the interest of the Bank and shall not be considered Cause.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority,” including without limitation the Federal Deposit Insurance Corporation, the Office of Comptroller of the Currency or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter. Notwithstanding the foregoing, in the event of the Officer's death following a change in control (as defined in Paragraph 10), the Officer's designated beneficiary or the designated beneficiary's estate shall be entitled to receive the compensation due the Officer through the last day of the remaining terms of this Agreement.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the SavingsSavings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(c).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer 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 Officer's personal dishonesty,
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunder, the Savings Bank shall continue to compensate the Officer at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's employment pursuant to this Paragraph 8(c9(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the SavingsSavings Bank. The Savings Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 9(c).
(d) The Board may terminate the Officer's employment at any time, but any termination by the Board, other than termination for cause, shall not prejudice the Officer's right to compensation or other benefits under this Agreement for the remaining period which would have been covered by this Agreement if such termination had not occurred. The Officer 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 Officer'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, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provisions of this Agreement.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's ’s employment under this Agreement shall be terminated upon the death of the Officer during the term of this Agreement, in which event, the Officer's ’s estate shall be entitled to receive the compensation due the Officer through the last day of the calendar month in which his the Officer’s death shall have occurred and for a period of one month thereafter.
(b) The Officer's ’s employment under this Agreement may be terminated at any time by the Officer upon sixty (60) 60 days' ’ written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such termination.
(c) In The Directors may terminate the Officer’s employment at any time, but any termination by the Directors, other than termination for Cause, shall not prejudice the Officer’s right to compensation or other benefits under this Agreement. The Bank shall provide written notice specifying the grounds for termination for Cause. The Officer 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 Officer’s personal dishonesty or moral turpitude, 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. Notwithstanding such termination, the obligations under Paragraph 6(c) shall survive any termination of employment.
(d) Subject to the Bank’s obligations and the Officer’s rights under (i) Title I of the Americans with D▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, §▇▇▇ of the Rehabilitation Act, and the Family and Medical Leave Act, and to (ii) the vacation leave, disability leave, sick leave and any other leave policies of the Bank, the Officer’s employment under this Agreement automatically shall be terminated in the event the Officer becomes disabled during the term of his employment under this Agreement and it is determined by the Savings Bank that the Officer is permanently unable to perform his duties hereunderthe essential functions of the Officer’s job under this Agreement for sixty (60) business days or more during any 12-month period. Upon any such termination, the Savings Bank Officer shall continue be entitled to compensate receive any compensation the Officer at shall have earned prior to the level date of compensation described in Paragraph 2 abovetermination but which remains unpaid, and shall continue be entitled to provide the Officer each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer. In the event of any disagreement between the Officer and the Savings Bank as to whether the Officer is physically or mentally incapacitated such as will result in the termination of the Officer's ’ s employment pursuant to this Paragraph 8(c8(d), the question of such incapacity shall be submitted to an impartial physical licensed to practice medicine in North Carolina for determination and reputable physician for determination, who will be selected by mutual agreement of the Officer and the Savings Bank orBank, or failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 8(d).
Appears in 1 contract
Sources: Employment Agreement (Yadkin Valley Financial Corp)
Termination and Termination Pay. (a) The Officer's ▇▇▇’▇ employment under this Agreement may be terminated at any time by ▇▇▇ upon sixty (60) days written notice to the Bank. Upon such termination, ▇▇▇ shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for ▇▇▇ not to serve out part or all of said notice period.
(b) ▇▇▇’▇ employment under this Agreement shall be terminated upon the death of the Officer ▇▇▇ during the term of this Agreement. Upon any such termination, in which event, the Officer's ▇▇▇ estate shall be entitled to receive the any compensation due the Officer to ▇▇▇ computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer ▇▇▇ becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer ▇▇▇ is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer ▇▇▇ at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer ▇▇▇ each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the Officer▇▇▇. In the event of any disagreement between the Officer ▇▇▇ and the Savings Bank as to whether the Officer ▇▇▇ is physically or mentally incapacitated such as will result in the termination of the Officer's ▇▇▇’▇ employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer ▇▇▇ and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the Officer▇▇▇), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer ▇▇▇ and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6 (c).
(d) The Bank may terminate ▇▇▇’▇ employment at any time for any reason with or without “Cause” (as defined below), but any termination by the Bank other than termination for “Cause”, (as defined below) shall not prejudice ▇▇▇’▇ right to compensation or other benefits under this Agreement for its remaining term. Following any termination of ▇▇▇’▇ employment by the Bank for “Cause”, ▇▇▇ shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). For purposes of this Paragraph 6 (d), the Bank shall have “Cause” to terminate ▇▇▇’▇ employment upon:
(i) A determination by the Bank, in good faith, that ▇▇▇ (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of ▇▇▇’▇ employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give ▇▇▇ written notice which describes such breach, failure to perform or conduct and if during a period of five business (5) days following such notice ▇▇▇ cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to ▇▇▇ on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and ▇▇▇ shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by ▇▇▇ of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from ▇▇▇’▇ gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of ▇▇▇’▇ employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of ▇▇▇ of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies ▇▇▇ from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) ▇▇▇ becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; and,
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in ▇▇▇ being excluded from coverage, or having coverage limited as to ▇▇▇ as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Termination and Termination Pay. (a) The Officer's Employee’s employment under this Agreement may be terminated at any time by Employee upon sixty (60) days written notice to the Bank. Upon such termination, Employee shall be entitled to receive compensation through the effective date of such termination; provided, however, that the Bank, in its sole discretion, may elect for Employee not to serve out part or all of said notice period.
(b) Employee’s employment under this Agreement shall be terminated upon the death of the Officer Employee during the term of this Agreement. Upon any such termination, in which event, the Officer's Employee’s estate shall be entitled to receive the any compensation due the Officer to Employee computed through the last day of the calendar month in which his death shall have occurred and for a period of one month thereafter.
(b) The Officer's employment under this Agreement may be terminated at any time by the Officer upon sixty (60) days' written notice to the Board of Directors. Upon such termination, the Officer shall be entitled to receive compensation through the effective date of such terminationbut which remains unpaid.
(c) In the event the Officer Employee becomes disabled during the term of his employment under this Agreement hereunder and it is determined by the Savings Bank that the Officer Employee is permanently unable to perform his duties hereunderunder this Agreement, the Savings Bank shall continue to compensate the Officer Employee at the level of compensation described in Paragraph 2 above, and shall continue to provide the Officer Employee each of the other benefits set forth or described in this Agreement, for the remaining term of this Agreement, less any other payments provided under any disability income plan of the Savings Bank which is applicable to the OfficerEmployee. In the event of any disagreement between the Officer Employee and the Savings Bank as to whether the Officer Employee is physically or mentally incapacitated such as will result in the termination of the Officer's Employee’s employment pursuant to this Paragraph 8(c6(c), the question of such incapacity shall be submitted to an impartial and reputable physician for determination, selected by mutual agreement of the Officer Employee and the Savings Bank or, failing such agreement, by two (2) physicians (one (1) of whom shall be selected by the Savings Bank and the other by the OfficerEmployee), and such determination of the question of such incapacity by such physician or physicians shall be final and binding on the Officer Employee and the SavingsBank. The Bank shall pay the reasonable fees and expenses of such physician or physicians in making any determination required under this Paragraph 6(c).
(d) The Bank may terminate Employee’s employment at any time for any reason with or without “Cause” (as defined below), but any termination by the Bank other than termination for “Cause” (as defined below) shall not prejudice Employee’s right to compensation or other benefits under this Agreement for its remaining term. Following any termination of Employee’s employment by the Bank for “Cause” (as defined below), Employee shall have no further rights under this Agreement (including any right to receive compensation or other benefits for any period after such termination). For purposes of this Paragraph 6(d) , the Bank shall have “Cause” to terminate Employee’s employment upon:
(i) A determination by the Bank, in good faith, that Employee (A) has breached in any material respect any of the terms or conditions of this Agreement, or (B) is engaging or has engaged in willful misconduct or conduct which is detrimental to the business prospects of the Bank or which has had or likely will have a material adverse effect on the Bank’s business or reputation. Prior to any termination by the Bank of Employee’s employment for a breach, failure to perform or conduct described in this subparagraph (i), the Bank shall give Employee written notice which describes such breach, failure to perform or conduct and if during a period of five business (5) days following such notice Employee cures or corrects the same to the reasonable satisfaction of the Bank, then this Agreement shall remain in full force and effect. However, notwithstanding the above, if the Bank has given written notice to Employee on a previous occasion of the same or a substantially similar breach, failure to perform or conduct, or of a breach, failure to perform or conduct which the Bank determines in good faith to be of substantially similar import, or if the Bank determines in good faith that the then current breach, failure to perform or conduct is not reasonably curable, then termination under this subparagraph (i) shall be effective immediately and Employee shall have no right to cure such breach, failure to perform or conduct.
(ii) The violation by Employee of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over the Bank or any of its affiliates or subsidiaries (a “Regulatory Authority”, including without limitation the Federal Deposit Insurance Corporation, the North Carolina Commissioner of Banks or any other banking regulator having legal jurisdiction over the Bank), which results from Employee’s gross negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to the Bank or any of its affiliates or subsidiaries or to the Bank’s reputation;
(iii) The commission in the course of Employee’s employment with the Bank of an act of fraud, embezzlement, theft or proven personal dishonesty (whether or not resulting in criminal prosecution or conviction);
(iv) The conviction of Employee of any felony or any criminal offense involving dishonesty or breach of trust, or the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Employee from serving as an employee or executive officer of, or a party affiliated with, the Bank or its bank holding company;
(v) Employee becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the Bank’s affairs (or if proceedings for that purpose are commenced) by any Regulatory Authority; or
(vi) The occurrence of any event believed by the Bank, in good faith, to have resulted in Employee being excluded from coverage, or having coverage limited as to Employee as compared to other covered officers or employees, under the Bank’s then current “blanket bond” or other fidelity bond or insurance policy covering its directors, officers or employees.
Appears in 1 contract
Sources: Employment Agreement (Weststar Financial Services Corp)