Termination for Due Cause. The Employment Period may be terminated by the Company for “Due Cause”, meaning any of the following: (i) a material breach by Executive of his covenants under this Agreement if such material breach is not remedied within fifteen (15) calendar days following written notice thereof from the Company or any Director of the Company, or, if the breach cannot be remedied within fifteen (15) days, such longer time (not to exceed forty-five (45) days) as may be reasonably necessary for Executive to remedy such breach if Executive commences and diligently pursues efforts to remedy such breach; (ii) commission by Executive of a felony, or of theft or embezzlement of property of the Company; (iii) actions by Executive (other than actions taken with the approval of the Board) which result in a material injury to the businesses, properties or reputation of the Company or any of its subsidiaries; (iv) refusal to perform or substantial neglect of the duties assigned to Executive pursuant to Section 1 of this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days following written notice thereof from the Company or any Director of the Company; or (v) any material violation of any statutory or common law duty of loyalty to the Company. All compensation to Executive under this Agreement shall immediately terminate upon the effective date of any termination of the Employment Period for Due Cause hereunder (other than any earned but unpaid salary, bonus and vacation in accordance with Sections 3 and 4, respectively, herein for the period ending on the date of termination) and all vested and unvested “Stock Options” (as defined in Section 5) as of such date shall immediately expire, terminate and be of no further force or effect; provided, however, that if the Employment Period is terminated for a reason stated in clause (ii) or clause (iii) (or both) and no other reason is given, and it shall be subsequently determined by a final decision of a court or arbitrator having jurisdiction that Executive did not commit the alleged acts in question, or, in the case of clause (iii) that the acts did not result in a material injury to the businesses, properties or reputation of the Company or any of its subsidiaries, then such vested and unvested Stock Options shall be restored to Executive and he shall be treated as having been terminated pursuant to Section 8(f) for the purposes of his rights with respect to such Stock Options, except that the one year period shall commence on the date of such final determination of such court or arbitrator, which shall be deemed to be the ‘termination date’ for purposes of Section 8(f). Any salary, bonus and accrued vacation shall be payable as follows: salary and accrued vacation shall be paid at the next regularly scheduled payroll date, and any bonus shall be payable in accordance with the applicable bonus plan.
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Termination for Due Cause. The Employment Period may be terminated by A Termination for Due Cause will occur in the Company for “Due Cause”, meaning any of event that Executive’s employment with the followingCorporation shall terminate on account of:
(ia) a material breach by the discharge of the Executive for “cause,” which, for purposes of his covenants under this Agreement if such material shall mean personal dishonesty, incompetence, willful misconduct, breach is not remedied within fifteen (15) calendar days following written notice thereof from the Company of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or any Director of the Company, or, if the breach cannot be remedied within fifteen (15) days, such longer time (not to exceed forty-five (45) days) as may be reasonably necessary for Executive to remedy such breach if Executive commences and diligently pursues efforts to remedy such breach;
(ii) commission by Executive of a felony, or of theft or embezzlement of property of the Company;
(iii) actions by Executive regulation (other than actions taken with the approval of the Boardtraffic violations or similar offenses) which result in a material injury to the businessesor final cease and desist order, properties or reputation of the Company or any of its subsidiaries;
(iv) refusal to perform or substantial neglect of the duties assigned to Executive pursuant to Section 1 material breach of this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days following written notice thereof from Agreement, in each case as measured against standards generally prevailing at the Company or any Director of relevant time in the Company; or
(v) any material violation of any statutory or common law duty of loyalty to the Company. All compensation to Executive under this Agreement shall immediately terminate upon the effective date of any termination of the Employment Period for Due Cause hereunder (other than any earned but unpaid salary, bonus savings and vacation in accordance with Sections 3 and 4, respectively, herein for the period ending on the date of termination) and all vested and unvested “Stock Options” (as defined in Section 5) as of such date shall immediately expire, terminate and be of no further force or effectcommunity banking industry; provided, however, that if the Employment Period is terminated Executive shall not be deemed to have been discharged for cause unless and until the following procedures shall have been followed:
(i) the Board of Directors shall adopt a reason stated in clause resolution duly approved by affirmative vote of a majority of the entire Board of Directors at a meeting called and held for such purpose calling for the Executive’s termination for cause and setting forth the purported grounds for such termination (“Proposed Termination Resolution”);
(ii) or clause as soon as practicable, and in any event within five (5) days, after adoption of such resolution, the Board of Directors shall furnish to the Executive a written notice of termination which shall be accompanied by a certified copy of the Proposed Termination Resolution (“Notice of Proposed Termination”);
(iii) the Executive shall be afforded a reasonable opportunity to make oral and written presentations to the members of the Board of Directors, on his own behalf, or through a representative, who may be his legal counsel, to refute the grounds set forth in the Proposed Termination Resolution at one or more meetings of the Board of Directors to be held no sooner than fifteen (or both15) days and no other reason later than thirty (30) after the Executive’s receipt of the Proposed Termination Notice (“Termination Hearings”); and
(iv) within ten (10) days following the end of the Termination Hearings, the Board of Directors shall adopt a resolution duly approved by affirmative vote of a majority of the entire Board of Directors at a meeting called and held for such purpose (A) finding that in the good faith opinion of the Board of Directors the grounds for termination set forth in the Proposed Termination Resolution exist and (B) terminating the Executive’s employment (“Termination Resolution”); and
(v) as promptly as practicable, and in any event within one (1) business day after adoption of the Termination Resolution, the Board of Directors shall furnish to the Executive written notice of termination, which notice shall include a copy of the Termination Resolution and specify an effective date of termination that is not later than the date on which such notice is given;
(b) For purposes of Article I, and it G(a)(i) or (ii), no act or failure to act, on the part of Executive, shall be subsequently determined considered “willful” unless it is done, or omitted to be done, by a final decision of a court Executive in bad faith or arbitrator having jurisdiction without reasonable belief that Executive did not commit the alleged acts in question, or, Executive’s action or omission was in the case of clause (iii) that the acts did not result in a material injury to the businesses, properties or reputation best interests of the Company Corporation. Any act, or any failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of its subsidiaries, then such vested and unvested Stock Options Directors or based upon the written advice of counsel for the Corporation shall be restored conclusively presumed to be done, or omitted to be done, by Executive in good faith and he in the best interests of the Corporation. The cessation of employment of Executive shall be treated as having been terminated pursuant to Section 8(f) for the purposes of his rights with respect to such Stock Options, except that the one year period shall commence on the date of such final determination of such court or arbitrator, which shall not be deemed to be for “cause” within the ‘termination date’ meaning of Article I, G(a) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Board of Directors at a meeting of the Board of Directors called and held for purposes such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Section 8(fDirectors). Any salary, bonus and accrued vacation shall be payable as follows: salary and accrued vacation shall be paid at finding that, in the next regularly scheduled payroll dategood faith opinion of the Board of Directors, Executive is guilty of the conduct described in Article I, G(a) above, and any bonus shall be payable specifying the particulars thereof in accordance with the applicable bonus plandetail.
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Termination for Due Cause. The Employment Period may be terminated by A Termination for Due Cause will occur in the Company for “Due Cause”, meaning any of event that Executive’s employment with the followingCorporation shall terminate on account of:
(ia) a material breach by the discharge of the Executive for “cause,” which, for purposes of his covenants under this Agreement if such material shall mean personal dishonesty, incompetence, willful misconduct, breach is not remedied within fifteen (15) calendar days following written notice thereof from the Company of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or any Director of the Company, or, if the breach cannot be remedied within fifteen (15) days, such longer time (not to exceed forty-five (45) days) as may be reasonably necessary for Executive to remedy such breach if Executive commences and diligently pursues efforts to remedy such breach;
(ii) commission by Executive of a felony, or of theft or embezzlement of property of the Company;
(iii) actions by Executive regulation (other than actions taken with the approval of the Boardtraffic violations or similar offenses) which result in a material injury to the businessesor final cease and desist order, properties or reputation of the Company or any of its subsidiaries;
(iv) refusal to perform or substantial neglect of the duties assigned to Executive pursuant to Section 1 material breach of this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days following written notice thereof from Agreement, in each case as measured against standards generally prevailing at the Company or any Director of relevant time in the Company; or
(v) any material violation of any statutory or common law duty of loyalty to the Company. All compensation to Executive under this Agreement shall immediately terminate upon the effective date of any termination of the Employment Period for Due Cause hereunder (other than any earned but unpaid salary, bonus savings and vacation in accordance with Sections 3 and 4, respectively, herein for the period ending on the date of termination) and all vested and unvested “Stock Options” (as defined in Section 5) as of such date shall immediately expire, terminate and be of no further force or effectcommunity banking industry; provided, however, that if the Employment Period is terminated Executive shall not be deemed to have been discharged for cause unless and until the following procedures shall have been followed:
(i) the Board of Directors shall adopt a reason stated in clause resolution duly approved by affirmative vote of a majority of the entire Board of Directors at a meeting called and held for such purpose calling for the Executive’s termination for cause and setting forth the purported grounds for such termination (“Proposed Termination Resolution”);
(ii) or clause as soon as practicable, and in any event within five (5) days, after adoption of such resolution, the Board of Directors shall furnish to the Executive a written notice of termination which shall be accompanied by a certified copy of the Proposed Termination Resolution (“Notice of Proposed Termination”);
(iii) the Executive shall be afforded a reasonable opportunity to make oral and written presentations to the members of the Board of Directors, on her own behalf, or through a representative, who may be her legal counsel, to refute the grounds set forth in the Proposed Termination Resolution at one or more meetings of the Board of Directors to be held no sooner than fifteen (or both15) days and no other reason later than thirty (30) after the Executive’s receipt of the Proposed Termination Notice (“Termination Hearings”); and
(iv) within ten (10) days following the end of the Termination Hearings, the Board of Directors shall adopt a resolution duly approved by affirmative vote of a majority of the entire Board of Directors at a meeting called and held for such purpose (A) finding that in the good faith opinion of the Board of Directors the grounds for termination set forth in the Proposed Termination Resolution exist and (B) terminating the Executive’s employment (“Termination Resolution”); and
(v) as promptly as practicable, and in any event within one (1) business day after adoption of the Termination Resolution, the Board of Directors shall furnish to the Executive written notice of termination, which notice shall include a copy of the Termination Resolution and specify an effective date of termination that is not later than the date on which such notice is given;
(b) For purposes of Article I, and it G(a)(i) or (ii), no act or failure to act, on the part of Executive, shall be subsequently determined considered “willful” unless it is done, or omitted to be done, by a final decision of a court Executive in bad faith or arbitrator having jurisdiction without reasonable belief that Executive did not commit the alleged acts in question, or, Executive’s action or omission was in the case of clause (iii) that the acts did not result in a material injury to the businesses, properties or reputation best interests of the Company Corporation. Any act, or any failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of its subsidiaries, then such vested and unvested Stock Options Directors or based upon the written advice of counsel for the Corporation shall be restored conclusively presumed to be done, or omitted to be done, by Executive in good faith and he in the best interests of the Corporation. The cessation of employment of Executive shall be treated as having been terminated pursuant to Section 8(f) for the purposes of his rights with respect to such Stock Options, except that the one year period shall commence on the date of such final determination of such court or arbitrator, which shall not be deemed to be for “cause” within the ‘termination date’ meaning of Article I, G(a) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Board of Directors at a meeting of the Board of Directors called and held for purposes such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board of Section 8(fDirectors). Any salary, bonus and accrued vacation shall be payable as follows: salary and accrued vacation shall be paid at finding that, in the next regularly scheduled payroll dategood faith opinion of the Board of Directors, Executive is guilty of the conduct described in Article I, G(a) above, and any bonus shall be payable specifying the particulars thereof in accordance with the applicable bonus plandetail.
Appears in 1 contract
Termination for Due Cause. The Employment Period may be terminated by the Company for “Due Cause”, meaning any of the following:
(i) a material breach by Executive of his covenants under this Agreement if such material breach is not remedied within fifteen (15) calendar days following written notice thereof from the Company or any Director of the Company, or, if the breach cannot be remedied within fifteen (15) days, such longer time (not to exceed forty-five (45) days) as the Board, in its sole discretion, may deem to be reasonably necessary for Executive to remedy such breach if the [Board], in its sole discretion, determines that Executive commences has commenced and diligently pursues pursued efforts to remedy such breachbreach during the initial fifteen (15) day cure period;
(ii) commission by Executive of a felony, or of theft or embezzlement of property of the Company;
(iii) actions by Executive (other than actions taken with the approval of the Board) which result in a material injury to the businesses, properties or reputation of the Company Company, Lime or any of its their subsidiaries;
(iv) refusal to perform or substantial neglect of the duties assigned to Executive pursuant to Section 1 of this Agreement if such refusal or neglect is not remedied within fifteen (15) calendar days following written notice thereof from the Company or any Director of the Company; or;
(v) any intentional, knowing and material violation of any statutory or common law duty of loyalty to the Company;
(vi) violation of the Company’s drug and alcohol policy; or
(vii) Executive’s commission of an act of moral turpitude. All compensation to Executive under this Agreement shall immediately terminate upon the effective date of any termination of the Employment Period for Due Cause hereunder (other than any earned but unpaid salary, bonus salary and vacation in accordance with Sections Section 3 and 4, respectively, herein for the period ending on the date of termination) and all vested and unvested “Stock Options” (as defined in Section 5) as of such date shall immediately expire, terminate and be of no further force or effect; provided, however, that if the Employment Period is terminated for a reason stated in clause (ii) or clause (iii) (or both) and no other reason is given, and it shall be subsequently determined by a final decision of a court or arbitrator having jurisdiction that Executive did not commit the alleged acts in question, or, in the case of clause (iii) that the acts did not result in a material injury to the businesses, properties or reputation of the Company or any of its subsidiaries, then such vested and unvested Stock Options shall be restored to Executive and he shall be treated as having been terminated pursuant to Section 8(f) for the purposes of his rights with respect to such Stock Options, except that the one year period shall commence on the date of such final determination of such court or arbitrator, which shall be deemed to be the ‘termination date’ for purposes of Section 8(f). Any salary, bonus and accrued vacation shall be payable as follows: salary and accrued vacation shall be paid at the next regularly scheduled payroll date, and any bonus shall be payable in accordance with the applicable bonus plan.
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