Voluntary Resignation means any resignation by Employee other than Employee's Termination for Good Reason, as set forth in Subsection 3(f) of this Agreement, or Employee's resignation following Employee's receipt of a Non-Renewal Notice from Paxson.
Resignation for Good Reason means Executive’s resignation from all employee positions Executive then holds with the Company within sixty (60) days following any of the following events taken without Executive’s consent, provided Executive has given the Company written notice of such event within thirty (30) days after the first occurrence of such event and the Company has not cured such event within thirty (30) days thereafter:
Termination for Cause or "Cause" shall mean personal dishonesty, 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 any material breach of this Agreement, in such case as measured against standards generally prevailing at the relevant time in the savings and community banking industry. For purposes of this Section, no act, or the failure to act, on the Executive's part shall be "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that the action or omission was in the best interest of the Bank or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the written advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause.
Constructive Termination Without Cause means the termination of the Executive’s employment at his initiative after, without the Executive’s prior written consent, one or more of the following events:
Termination for Just Cause means termination because of Executive’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 or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.
Termination Without Cause means termination by the Company other than due to the Executive’s death or disability or Termination With Cause.
Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.
Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.
Voluntary Termination for Good Reason means that the Executive voluntarily terminates his employment after any of the following are undertaken without Executive’s express written consent:
Termination Other Than For Cause means termination by the Company of Employee's employment by the Company for reasons other than those which constitute Termination for Cause.
For Cause means:
Without Cause means a termination by the Company of the Employee’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability.
Termination With Cause means the termination of the Executive’s employment by act of the Board for any of the following reasons:
Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.
Resignation Effective Date has the meaning specified in Section 9.06(a).
Constructive Termination means:
Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.
Due Cause means any of the following events:
Good Reason means:
Automatic Termination shall have the meaning set forth in Section 2.3.2.
Resignation means a voluntary notice by the employee that they are terminating their service on the date specified;
Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).
Involuntary Termination of Employment means any termination of Executive's employment by the Company and its subsidiaries, other than a termination for Cause or due to death or Disability.
Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.
Employment Termination means the effective date of: (i) Executive’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Executive’s employment by the Company without Good Cause.
Child with a disability means a child who, by reason of any of the following, needs special education and related services: