Common use of Termination for Just Cause Clause in Contracts

Termination for Just Cause. (a) The Company may terminate Executive's employment at any time, but any termination other than termination for "Just Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Just Cause" (except as expressly provided otherwise in this Agreement). The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to Executive: (i) the conviction of Executive of a felony; (ii) the willful commission by Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or substantial injury to the business reputation of the Company; (iii) the commission by Executive of an act of fraud in the performance of his duties on behalf of the Company; (iv) the continuing willful and material failure of Executive to perform his duties to the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Executive's employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive and his counsel to be heard before the Board prior to the time the Board decision is made), finding that in the good faith opinion of the Board Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which Executive shall be given the opportunity to be heard before the Board. Upon a finding of Just Cause, the Board shall deliver to Executive a Notice of Termination, as more fully described in Section 11 below.

Termination for Just Cause. (a) The Company Bank may terminate Executive's employment at any time, but any termination other than termination for "Just Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Just Cause" (except as expressly provided otherwise in this Agreement). The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to Executive: (i) the conviction of Executive of a felony; (ii) the willful commission by Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company Bank or substantial injury to the business reputation of the CompanyBank; (iii) the commission by Executive of an act of fraud in the performance of his duties on behalf of the CompanyBank; (iv) the continuing willful and material failure of Executive to perform his duties to the Company Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Executive's employment by the CompanyBank. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive and his counsel to be heard before the Board prior to the time the Board decision is made), finding that in the good faith opinion of the Board Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which Executive shall be given the opportunity to be heard before the Board. Upon a finding of Just Cause, the Board shall deliver to Executive a Notice of Termination, as more fully described in Section 11 below.

Termination for Just Cause. (a) The In the event that employment hereunder is terminated by the Company may terminate Executive's employment at any time, but any termination other than termination for "Just Cause," as defined herein, the Executive shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right be entitled to receive compensation or other benefits for any period after termination for "Just Cause" (such termination, except as expressly provided otherwise in this Agreement)by law. The phrase "“Just Cause" ” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felonyfelony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the CompanyCompany or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the CompanyCompany or Bank; (iv) the continuing willful and material failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's ’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's ’s employment by the Company. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause.Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board prior to the time the Board decision is madeBoard), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 11 9 below.

Termination for Just Cause. (a) The Company Bank may terminate Executive's ’s employment at any time, but any termination other than termination for "“Just Cause," ” as defined herein, shall not prejudice Executive's ’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "“Just Cause" (except as expressly provided otherwise in this Agreement). .” The phrase "“Just Cause" ” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felonyfelony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the CompanyCompany or the Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the CompanyCompany or the Bank; (iv) the continuing willful and material failure of the Executive to perform his duties to the Company or the Bank (other than any such failure resulting from the Executive's ’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's ’s employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board prior to the time the Board decision is madeBoard), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 11 10 below.

Termination for Just Cause. (a) The Company Bank may terminate Executive's ’s employment at any time, but any termination other than termination for "“Just Cause," ” as defined herein, shall not prejudice Executive's ’s right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "“Just Cause" (except as expressly provided otherwise in this Agreement). .” The phrase "“Just Cause" ” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felonyfelony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the CompanyCompany or the Bank; (iii) the commission by the Executive of an act of fraud in the performance of his her duties on behalf of the CompanyCompany or the Bank; (iv) the continuing willful and material failure of the Executive to perform his her duties to the Company or the Bank (other than any such failure resulting from the Executive's ’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's ’s employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board prior to the time the Board decision is madeBoard), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his her duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 11 9 below.

Termination for Just Cause. (a) The Company may terminate Executive's employment at any time, but any termination other than termination for "Just Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Just Cause" (except as expressly provided otherwise in this Agreement). The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to Executive: (i) the conviction of Executive of a felony; (ii) the willful commission by Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or substantial injury to the business reputation of the Company; (iii) the commission by Executive of an act of fraud in the performance of his duties on behalf of the Company; (iv) the continuing willful and material failure of Executive to perform his duties to the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Executive's employment by the Company. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive and his counsel to be heard before the Board prior to the time the Board decision is made), finding that in the good faith opinion of the Board Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which Executive shall be given the opportunity to be heard before the Board. Upon a finding of Just Cause, the Board shall deliver to Executive a Notice of Termination, as more fully described in Section 11 12 below.

Termination for Just Cause. (a) The Company Board may immediately terminate Executive's ’s employment at any time, but any termination other than termination time for "Just Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall not have no the right to receive compensation or other benefits for any period after termination the Termination Date for "Just Cause" (except as expressly provided otherwise in this Agreement). The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to Executive: (i) the conviction of Executive of a felony; (ii) the willful commission by Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or substantial injury to the business reputation of the Company; (iii) the commission by Executive of an act of fraud in the performance of his duties on behalf of the Company; (iv) the continuing willful and material failure of Executive to perform his duties to the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Executive's employment by the Company. Notwithstanding the foregoing, termination for Just Cause shall not be deemed to exist unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the entire membership of the Company Board at a meeting of the Company Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive and his counsel to be heard before the Board prior to the time the Board decision is madeCompany Board), finding that that, in the good faith opinion of the Board Company Board, Executive was guilty of conduct described above in the definition of Just Cause and specifying the particulars thereof. Prior to holding a meeting at which the Company Board is to make a final determination whether termination for Just Cause exists, if the Company Board determines in good faith at a meeting of the Company Board, by not less than a majority of its entire membership, that there is probable cause for it to find that Executive was guilty of conduct constituting termination for Just Cause as described aboveCause, the Company Board may suspend Executive from his duties hereunder for a reasonable period of time not to exceed fourteen twenty-one (1421) days pending a further meeting at which Executive shall be given the opportunity to be heard before the Company Board. Upon For purposes of this section, no act, or failure to act, on Executive’s part shall (i) be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without a finding reasonable belief that his action or failure to act was in the best interests of Just Cause, the Board shall deliver to Executive a Notice of Termination, as more fully described in Section 11 belowBank.

Termination for Just Cause. (a) The In the event that employment hereunder is terminated by the Company may terminate Executive's employment at any time, but any termination other than termination for "Just Cause," as defined herein, the Executive shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right be entitled to receive compensation or other benefits for any period after termination for "Just Cause" (such termination, except as expressly provided otherwise in this Agreement)by law. The phrase "“Just Cause" ” as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to the Executive: (i) the conviction of the Executive of a felonyfelony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the CompanyCompany or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the CompanyCompany or Bank; (iv) the continuing willful and material failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive's ’s incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive's ’s employment by the Company. Executive shall not have the right to receive compensation or other benefits for any period after Termination for Just Cause. Notwithstanding the foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board prior to the time the Board decision is madeBoard), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this subparagraph, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith without reasonable believe that his action or omission was in the best interest of the Company and the Bank. Upon a finding of Just Cause, the Board shall deliver to the Executive a Notice of Termination, as more fully described in Section 11 9 below.

Termination for Just Cause. (a) The Company Bank may terminate Executive's employment at any time, but any termination other than termination for "Just Cause," as defined herein, shall not prejudice Executive's right to compensation or other benefits under this Agreement. Executive shall have no right to receive compensation or other benefits for any period after termination for "Just Cause" (except as expressly provided otherwise in this Agreement). The phrase "Just Cause" as used herein, shall exist when there has been a good faith determination by the Board that there shall have occurred one or more of the following events with respect to Executive: (i) the conviction of Executive of a felony; (ii) the willful commission by Executive of a criminal or other act that, in the reasonable judgment of the Board will likely cause substantial economic damage to the Company Bank or substantial injury to the business reputation of the CompanyBank; (iii) the commission by Executive of an act of fraud in the performance of his duties on behalf of the CompanyBank; (iv) the continuing willful and material failure of Executive to perform his duties to the Company Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in reasonable detail) and a reasonable opportunity to be heard and cure such failure are given to Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of Executive's employment by the CompanyBank. Notwithstanding the > foregoing, Just Cause shall not be deemed to exist unless there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive and his counsel to be heard before the Board prior to the time the Board decision is made), finding that in the good faith opinion of the Board Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Just Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that Executive was guilty of conduct constituting Just Cause as described above, the Board may suspend Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which Executive shall be given the opportunity to be heard before the Board. Upon a finding of Just Cause, the Board shall deliver to Executive a Notice of Termination, as more fully described in Section 11 below.