Cause or for Cause. Shall mean for purposes of this Agreement: (1) neglect by Executive in the performance of his material duties and responsibilities or the Executive's failure to follow reasonable instructions or policies of Holding Company or Bank as determined in the good faith judgment of the respective Board of Directors, after being notified of such failure and being given a reasonable opportunity and period (not to exceed 30 days) to remedy such failure, provided such failure is remediable in the good
... faith judgment of the Holding Company or Bank's Board of Directors; (2) with respect to Executive, conviction of, indictment for (or its procedural equivalent), entering of a guilty plea or plea of no contest with respect to a felony, a crime of moral turpitude or any other crime with respect to which imprisonment is a possible punishment or of any other crime which, in the good faith discretion of the Holding Company's Board of Directors, adversely affects or could be expected to adversely affect the reputation of the Holding Company or Bank, or the commission of an act of embezzlement or fraud whether or not related to the business, activities or assets of the Holding Company or Bank; 7 (3) any breach or violation by Executive in any material respect of any code or standard of behavior generally applicable to employees of Holding Company or Bank, as determined in the good faith judgment of the respective Board of Directors, after being advised in writing of such breach or violation and being given a reasonable opportunity and period (not to exceed 30 days) to remedy such breach or violation, provided such breach or violation is remediable in the good faith discretion of the Board of Directors of the Holding Company or Bank; (4) dishonesty of Executive in any aspect of his or her employment, or breach of a fiduciary duty to Holding Company or its subsidiaries or affiliates, in each case, in the good faith judgment of the Board of Directors of the Holding Company or Bank; (5) the engaging by Executive in conduct that is reasonably likely to result, in the good faith judgment of the Board of Directors of the Holding Company, in material injury to Holding Company or any of its subsidiaries or affiliates, monetarily or otherwise; (6) the violation by Executive of any applicable federal or state law, or any applicable rule, regulation, order or statement of policy promulgated by any governmental agency or authority having jurisdiction over Holding Company or any of its affiliates or subsidiaries (a "Regulatory Authority," including without limitation the Federal Deposit Insurance Corporation, the Virginia Bureau of Financial Institutions, Office of the Comptroller of the Currency, the Federal Reserve Board, the Securities and Exchange Commission or any other regulatory agency), which results from Executive's negligence, willful misconduct or intentional disregard of such law, rule, regulation, order or policy statement and results in any substantial damage, monetary or otherwise, to Company or any of its affiliates or subsidiaries or to their reputation; (7) the occurrence of any event described in Section 19 of the Federal Deposit Insurance Act or any other event or circumstance which disqualifies Executive from serving as an employee or executive officer of, or a party affiliated with, Holding Company or any of its affiliates or subsidiaries; or, in the event Executive becomes unacceptable to, or is removed, suspended or prohibited from participating in the conduct of the affairs of Holding Company or any of its affiliates or subsidiaries (or if proceedings for that purpose are commenced) by, any Regulatory Authority; or (8) the exclusion of Executive by the carrier or underwriter from coverage under Holding Company's then current "blanket bond" or other fidelity bond or insurance policy covering its or its affiliates' or subsidiaries' directors, officers or employees, or the occurrence of any event which Holding Company believes, in good faith, will result in Executive being excluded from such coverage, or having coverage limited as to Executive as compared to other covered officers or employees, pursuant to the terms and conditions of such "blanket bond" or other fidelity bond or insurance policy. 8
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