Common use of Termination by the Bank Clause in Contracts

Termination by the Bank. The Bank may terminate Executive’s employment in accordance with Section 1 hereof and during the Term with or without Cause immediately on written notice to Executive. For purposes of this Agreement, “Cause” shall mean: (i) repeated material violations by Executive of his obligations under Section 2 hereof, which violations are demonstrably willful and deliberate on Executive’s part and which result in material damage to the Bank’s business or reputation; (ii) any act or omission by Executive that (A) constitutes dishonesty, fraud, malfeasance, deceit, misrepresentation, embezzlement, misappropriation of corporate assets, breach of a duty owed to the Bank or conduct grossly inappropriate to Executive’s office and (B) is demonstrably likely to lead to material injury to the Bank or resulted or was intended to result in direct or indirect personal enrichment of Executive; (iii) Executive’s conviction of, or Executive’s entry of a plea of guilty or no contest to, a felony or a crime of moral turpitude; (iv) addiction to intoxicating drugs (including alcohol); or (v) the permanent removal of Executive by written order of federal or state banking regulatory authorities or Executive’s willful and material violation of any banking law or regulation, memorandum of understanding, cease and desist order or other agreement with any federal or state banking regulatory authority. Termination of Executive’s employment shall not be deemed to be for Cause unless and until the Bank delivers to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the Board (after reasonable written notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the item(s) described in any of (i) through (v) immediately above has or have been satisfied. Except for a failure, breach or refusal that, by its nature, cannot reasonably be expected to be cured, Executive shall have ten (10) business days from the delivery of written notice by the Bank within which to cure any acts or omissions constituting Cause; provided, however, that, if the Bank reasonably expects irreparable injury from a delay of ten (10) business days, the Bank may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Bank may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Bank will not constitute Good Reason (as defined below).

Termination by the Bank. The Bank may terminate Executive’s employment in accordance with Section 1 hereof and during the Term with or without Cause immediately on written notice to Executive. For purposes of this Agreement, “Cause” shall mean: (i) repeated material violations by Executive abuse of his obligations under Section 2 hereof, which violations are demonstrably willful and deliberate on Executive’s part and which result in material damage or addiction to the Bank’s business or reputationintoxicating drugs (including alcohol); (ii) any act or omission by on the part of Executive that (A) constitutes dishonesty, fraud, malfeasancedeceit, deceitpersonal dishonesty, misrepresentation, embezzlement, misappropriation of corporate assets, breach of a duty owed to the Bank or conduct grossly inappropriate to Executive’s office and (B) is demonstrably likely to lead to material injury to the Bank or resulted or was intended to result in direct or indirect personal enrichment of Executiveoffice; (iii) Executive’s indictment or conviction of, or Executive’s entry of a plea of guilty or no contest to, for a felony or a crime of moral turpitude; (iv) addiction to intoxicating drugs (including alcohol); the suspension or (v) the permanent removal of Executive by written order of federal or state banking regulatory authorities or authorities; (v) Executive’s willful and material violation of any banking law or regulation, memorandum of understanding, cease and desist order or other agreement with any federal or state banking regulatory authority; (vi) a material breach by Executive of any of the terms of this Agreement; or (vii) a filing by or against Executive of any petition under the federal bankruptcy laws or any state insolvency laws. Termination of Executive’s employment shall will not be deemed to be for Cause unless and until the Bank delivers to Executive a copy written notice of the basis of a resolution duly adopted by the affirmative vote finding of not less than three-quarters (3/4) of the Board (after reasonable written notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that the item(s) described in any of (i) through (v) immediately above has or have been satisfiedCause. Except for a failure, breach or refusal that, by its nature, cannot reasonably be expected to be cured, Executive shall have ten will be given thirty (1030) business days from the delivery of written notice by the Bank within which to cure any acts giving rise to a termination under items (i), (v) or omissions constituting Cause(vi) in the definition of Cause above; provided, however, that, if the Bank reasonably expects irreparable injury from a delay of ten thirty (1030) business days, the Bank it may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances, which may include the termination of Executive’s employment without notice and with immediate effect. The Bank may place Executive on paid leave for up to sixty (60) days while it is determining whether there is a basis to terminate Executive’s employment for Cause. Any such action by the Bank will not constitute Good Reason (as defined below).