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This excerpt taken from the KBW 10-Q filed Dec 18, 2006. “Cause” means, unless otherwise provided in an
Award Agreement, (i) “Cause” as defined in any Individual Agreement to which
the applicable Participant is a party, or (ii) if there is no such Individual
Agreement or if it does not define Cause:
(A) commission of (1) a felony (or its equivalent in a non-United States
jurisdiction) or (2) other conduct of a criminal nature that has or is likely
to have a material adverse effect on the reputation or standing in the
community of the Company or an Affiliate or that legally prohibits the
Participant from working for the Company and its Affiliates; (B) breach by the
Participant of a regulatory rule that adversely affects the Participant’s
ability to perform the Participant’s duties to the Company and its Affiliates;
(C) dishonesty in the course of fulfilling the Participant’s employment duties;
(D) deliberate failure on the part of the Participant (1) to perform the
Participant’s principal employment duties, (2) to comply with the policies of
the Company and its Affiliates in any material respect, or (3) to follow
specific reasonable directions received from the Company and its Affiliates; or
(E) before a Change in Control, such other events as shall be determined by the
Committee and set forth in a Participant’s Award Agreement. Notwithstanding the
general rule of Section 2(c), following a Change in Control, any determination
by the Committee as to whether “Cause” exists shall be subject to de novo review.
(g) |
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