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This excerpt taken from the SIVB 8-K filed May 17, 2006. Cause” means:
(i) An act of embezzlement, fraud, dishonesty, or breach of fiduciary duty to the Company; or
(ii) A deliberate disregard of the rules of the Company which results in loss, damage or injury to the Company, or
(iii) Any unauthorized disclosure of any of the secrets or confidential information of the Company, or
(iv) Inducing any client or customer of the Company to break any contract with the Company or inducing any principal for whom the Company acts as agent to terminate such agency relations; or
(v) Engaging in any conduct which constitutes unfair competition with the Company; or
(vi) Any act which results in the Participant being removed from any office of the Company by any bank regulatory agency.
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(h) This excerpt taken from the SIVB DEF 14A filed Mar 31, 2006. Cause” means:
(i) An act of embezzlement, fraud, dishonesty, or breach of fiduciary duty to the Company; or (ii) A deliberate disregard of the rules of the Company which results in loss, damage or injury to the Company, or (iii) Any unauthorized disclosure of any of the secrets or confidential information of the Company, or (iv) Inducing any client or customer of the Company to break any contract with the Company or inducing any principal for whom the Company acts as agent to terminate such agency relations; or (v) Engaging in any conduct which constitutes unfair competition with the Company; or (vi) Any act which results in the Participant being removed from any office of the Company by any bank regulatory agency. A-1 (h) “Change in Control” means the consummation of any of the following transactions: (i) A merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in beneficial owners of the total voting power in the election of directors represented by the voting securities (“Voting Securities”) of the Company (as the case may be) outstanding immediately prior thereto continuing to beneficially own securities representing (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total Voting Securities of the Company, or of such surviving entity, outstanding immediately after such merger or consolidation; (ii) The filing of a plan of liquidation or dissolution of the closing of the sale, lease, exchange or other transfer or disposition by the Company of all or substantially all of the Company’s assets; (iii) Any person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their beneficial ownership of stock in the Company, is or becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company representing fifty percent (50%) or more of the Voting Securities; or (iv) Any person (as such term is used in Sections 13(d) or 14(d) of the Exchange Act), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock in the Company, is or becomes the beneficial owner (within the meaning or Rule 13d-3 under the Exchange Act), directly or indirectly, of the securities of the Company representing twenty-five percent (25%) or more of the Voting Securities of such corporation, and within twelve (12) months of the occurrence of such event, a change in the composition of the Board occurs as a result of which sixty percent (60%) or fewer of the Directors are Incumbent Directors. For purposes of this definition, Incumbent Directors will mean Directors who either (A) are Directors as of the date hereof, (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors who are Incumbent Directors described in (A) above at the time of such election or nomination, or (C) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Directors who are Incumbent Directors described in (A) or (B) above at the time of such election or nomination. Notwithstanding the foregoing, “Incumbent Directors” will not include an individual whose election or nomination to the Board occurs in order to provide representation for a person or group of related persons who have initiated or encouraged an actual or threatened Proxy contest relating to the election of Directors. (i) “ This excerpt taken from the SIVB 8-K filed Mar 13, 2006. “Cause” means a Covered Employee’s dismissal or
discharge by the Company (or, if applicable, by the successor entity or one of
their respective affiliates) for one of the following reasons: (a) the
commission by the Covered Employee of an act of deliberately criminal or
fraudulent misconduct in the line of duty to the Company or one of its
affiliates, including, but not limited to, the willful violation of any
material law, rule, regulation, or cease and desist order applicable to the
Covered Employee or the Company (or one of its affiliates), a deliberate act
that constitutes a conflict of interest with the Company or the Company’s stockholders,
or a deliberate breach of a fiduciary duty owed by the Covered Employee to the
Company (or one of its affiliates) or the Company’s stockholders; (b) the
Covered Employee’s
habitual absence from work, intentional failure to perform stated duties, gross negligence, or gross incompetence in the performance of stated duties; (c) the Covered Employee’s chronic alcohol or drug abuse that results in a material impairment of the Covered Employee’s ability to perform his or her duties as an employee of the Company (or one of its affiliates) after reasonable accommodation; (d) the rendering of a verdict of guilty against the Covered Employee for any felony (other than a law relating to a traffic violation or similar offense), whether or not in the line of duty; or (e) the Covered Employee’s removal from his or her office with the Company or (one of its affiliates) pursuant to an effective order under Section 8(e) of the Federal Deposit Insurance Act 12 U.S.C. Section 1818(e).The termination of a Covered Employee’s employment will be deemed to be for “Cause” if such termination occurs as a result of the death or permanent disability of the Covered Employee.
(e) | EXCERPTS ON THIS PAGE:
RELATED TOPICS for SIVB: |
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