DULY GIVEN TO THE BOARD AND ENDING THE EARLIEST OF THE DATE OF
(I) THE DETERMINATION MEETING, IF NO DETERMINATION OF CAUSE IS MADE AT SAID
MEETING AS HEREINABOVE PROVIDED,
(II) THE DATE OF TERMINATION (WHICH MAY BE
EITHER THE ELEVENTH DAY FOLLOWING EXECUTIVE'S RECEIPT OF THE NOTICE OF
TERMINATION FOR CAUSE IF AN OPPORTUNITY NOTICE IS NOT DELIVERED BY EXECUTIVE AS
HEREINABOVE PROVIDED OR THE DATE OF THE FINAL MEETING IF AN OPPORTUNITY NOTICE
IS PROVIDED AND THE NOTICE OF TERMINATION OF CAUSE IS NOT RESCINDED AT SUCH
MEETING), OR (III) THE DATE OF THE FINAL MEETING IF THE NOTICE OF TERMINATION
FOR CAUSE IS RESCINDED AS SET FORTH IN SUBSECTION (C) BELOW:
(1) EXECUTIVE, IN THE SOLE DISCRETION OF THE BOARD MAY BE
8
SUSPENDED FROM EMPLOYMENT WITH EMPLOYER AND THE BOARD MAY, DURING SUCH PERIOD,
REASONABLY LIMIT EXECUTIVE'S ACCESS TO THE PRINCIPAL OFFICES AND ANY OTHER
PREMISES OF EMPLOYER AND/OR EXECUTIVE'S ACCESS TO ANY OF EMPLOYER'S ASSETS OR
PERSONNEL; AND
(2)
EXECUTIVE SHALL CONTINUE TO RECEIVE HIS BASE SALARY AND ALL BENEFITS IN
ACCORDANCE WITH SECTION 3 OF THIS AGREEMENT TO THE EXTENT SUCH PAYMENTS AND
BENEFITS ARE NOT PROHIBITED BY APPLICABLE LAW, REGULATION, REGULATORY POLICY OR
OTHER REGULATORY REQUIREMENT.
(C)
RESCISSION OF NOTICE OF TERMINATION FOR
CAUSE.
IN THE EVENT THAT THE FINAL MEETING IS NOT CALLED AS PROVIDED FOR
HEREIN, OR A QUORUM OF THE BOARD FAILS TO APPEAR FOR THE FINAL MEETING, OR THE
BOARD VOTES TO RESCIND ITS NOTICE OF TERMINATION FOR CAUSE THEN SUCH NOTICE
SHALL BE DEEMED RESCINDED AND EXECUTIVE SHALL BE RETURNED TO HIS DUTIES AS OF
THE DATE OF SUCH RESCISSION.
(D)
TIMELINESS.
NO EVENT SHALL CONSTITUTE
GROUNDS FOR A "CAUSE" TERMINATION IN THE EVENT THAT EMPLOYER FAILS TO TAKE
ACTION WITHIN 90 DAYS AFTER EMPLOYER'S CHAIRMAN OR THE CHAIRMAN OF EMPLOYER'S
AUDIT COMMITTEE OBTAINS KNOWLEDGE OF THE OCCURRENCE OF SUCH EVENT.
(E)
PAYMENT UPON TERMINATION FOR CAUSE.
IF
EXECUTIVE'S EMPLOYMENT SHALL BE TERMINATED FOR CAUSE AS SET FORTH HEREIN,
EMPLOYER SHALL PAY EXECUTIVE:
(I)
THE ACCRUED OBLIGATIONS, AND
(II)
THE ADDITIONAL BENEFITS, IN ACCORDANCE
WITH THE TERMS OF THE APPLICABLE PLAN, PROGRAM OR ARRANGEMENT.
4.5
INVOLUNTARY TERMINATION.
4.5.1
TERMINATION BY EMPLOYER WITHOUT CAUSE.
EMPLOYER MAY,
UNILATERALLY, TERMINATE EXECUTIVE'S EMPLOYMENT FOR ANY REASON AND WITHOUT CAUSE
OR FOR NO REASON AT ALL AT ANY TIME DURING THE TERM OF EMPLOYMENT UPON SIXTY
(60) DAYS PRIOR WRITTEN NOTICE TO EXECUTIVE.
IF EMPLOYER TERMINATES EXECUTIVE'S
EMPLOYMENT PURSUANT TO THIS SECTION 4.5.1, THEN THE TERM OF EMPLOYMENT SHALL
THEREUPON END ("DATE OF INVOLUNTARY TERMINATION") AND EXECUTIVE SHALL, SUBJECT
TO BANK REGULATORY LIMITATIONS AS REFERENCED IN SECTION 4.14, ONLY BE ENTITLED
TO RECEIVE THE FOLLOWING:
(A)
THE ACCRUED OBLIGATIONS; PROVIDED, HOWEVER,
THAT IN ADDITION TO THE PAYMENT OF THE PER DIEM VALUE OF ANY UNUSED VACATION
DAYS THAT HAVE ACCRUED DURING THE TERM OF EMPLOYMENT PRIOR TO THE DATE OF
INVOLUNTARY TERMINATION, EXECUTIVE SHALL RECEIVE THE UNUSED, UNACCRUED PORTION
OF ANY VACATION DAYS AVAILABLE THROUGH THE END (BUT NOT BEYOND) THE CALENDAR