Cause

Cause. Grounds for Termination. Cause for termination of employment means the occurrence of any one or more of the following: (A) Conviction of any felony or of any crime in connection with Executive's duties; (B) Removal of Executive from office or permanent prohibition of Executive from participating in the conduct of the Company's affairs by an order issued by a bank regulatory authority; (C) Willful misfeasance, gross negligence, conduct involving dishonesty, or a material breach of a fiduciary... duty in the performance of Executive's duties; (D) Conduct significantly harmful to the Company, including but not limited to public disparagement of the Company or any affiliate of the Company, intentional violation of law or of any significant policy or procedure of the Company; (E) Refusal or failure to act in accordance with any lawful stipulation, requirement or directive of the Board or CEO; or (F) Chronic drug or alcohol abuse. View More

Cause. That Executive has: (A) engaged in (1) a material act of dishonesty involving the Company or the Company Affiliates, (2) malfeasance or gross negligence which is injurious to the Company, or (3) a material breach of his fiduciary duties related to employment; (B) committed an act of fraud or embezzlement, (C) committed any crime of moral turpitude or any felony; (D) repeatedly refused to perform specific reasonable directives from the Board or any officer of the Company to whom Executive... reports that are reasonably consistent 10 with the scope and nature of Executive's responsibilities (other than such failure resulting from his Disability or Incapacity); or' (E) used or been under the influence of illegal drugs at the workplace or while performing Company business, or refused to submit for a drug test upon the Company's reasonable request; or A termination will not be for "Cause" to the extent such conduct is curable, unless Company shall have notified Executive in writing describing such conduct and prescribing conduct required to cure such conduct and Executive shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice. Executive's refusal to relocate in order to retain his employment shall not constitute "Cause." For purposes of this definition of Cause, no act or failure to act on the part of Executive shall be considered willful if it is done, or omitted to be done, by Executive in good faith and with a good faith belief that Executive's act or omission was in the best interests of Company. View More

Cause. (i) misappropriation of Company funds, (ii) habitual insobriety or substance abuse, (iii) conviction of a felony, or (iv) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company; provided, however, that the Executive's having, or being regarded as having, a "disability" as defined by the Americans with Disabilities Act of 1990 or the ADA Amendments Act of 1998... shall not constitute Cause; provided, further, that none of the events described herein shall constitute Cause unless (A) the Company has first delivered a written notice to the Executive of the occurrence of the applicable event(s) giving rise to Cause, and (B) where remedial action is feasible, the Executive fails to correct or cure such event within twenty (20) days of receipt of the Notice of Termination. If the Executive fails to timely correct or cure the condition, the termination is effective (and the Executive's employment terminates) as of the end of such twenty (20) day cure period. If the Executive timely corrects or cures the condition(s) giving rise to Cause for the Executive's termination, the Notice of Termination shall be deemed withdrawn and of no further force or effect. View More

Cause. The Participant's (i) willful or deliberate and continual refusal to perform the Participant's employment duties reasonably requested by the Company after receipt of written notice to the Participant of such failure to perform, specifying such failure (other than as a result of the Participant's sickness, illness or injury) and the Participant's failure to cure such nonperformance within ten (10) days of receipt of said written notice; (ii) breach of any statutory or common law duty of loyalty... to the Company; (iii) conviction of, or plea of nolo contendre to, any felony; (iv) willful or intentional cause of material injury to the Company, its property, or its assets; (v) disclosure or attempted disclosure to any unauthorized person(s) of the Company's proprietary or confidential information; (vi) material violation or a repeated and willful violation of the Company's policies or procedures, including but not limited to, the Company's Code of Business Conduct and Ethics (or any successor policy) then in effect; or (vii) breach of any Protective Covenants. A termination of employment for Cause will be set forth in a written notice to the Participant that sets forth in reasonable detail the facts and circumstances which provide the basis for termination for Cause. View More

Cause. (a) any willful violation by the Executive of any material law or regulation applicable to either of the Companies or the business of either of the Companies; (b) any conviction of the Executive for, or guilty plea of the Executive to, any felony or any crime involving moral turpitude, or any perpetration by the Executive of a common law fraud; (c) the commission by the Executive of a material act of dishonesty that involves personal profit in connection with either of the Companies (or any... successor, subsidiary, parent or affiliate) or any other entity having a material business relationship with either of the Companies; or (d) the Executive's willful and continued failure to substantially perform his reasonable assigned duties as an officer of either of the Companies (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), which failure is not cured within twenty days after a written demand for substantial performance is received by the Executive from the Board of Directors of such Company that specifically identifies the manner in which such Board believes the Executive has not substantially performed the Executive's duties. Any determination of Cause with respect to the Executive's employment with one of the Companies shall be deemed to constitute Cause with respect to his employment with both companies. View More

Cause. Participant (i) has been convicted of, or pleaded no contest to, a misdemeanor involving moral turpitude, or a felony, (ii) engaged in misconduct which is materially injurious to the Company or its Affiliates (including, without limitation, misuse of any funds or other property), (iii) engaged in gross negligence or willful misconduct in the performance of Participant's duties for the Company, (iv) willfully refused, without proper legal reason, to perform Participant's duties for the Company,... (v) materially breached of Participant's duties and responsibilities, which is not remedied promptly after the Company gives Participant written notice specifying such breach, (vi) committed, or engaged in, any act of fraud, embezzlement, theft, a material breach of trust, or any material act of dishonesty, in each case, involving the Company or its Affiliates, or (iv) committed, or engaged in, any significant violation of the code of conduct of the Company or its Affiliates, or of any statutory or common law duty of loyalty to the Company or its Affiliates. For purposes of this definition, no act or failure to act will be deemed "willful," unless effected by the Participant not in good faith and without a reasonable belief that his action or failure to act was in or not opposed to the best interests of the Company or any of its Affiliates. View More

Cause. Means a finding by the Board of acts or omissions constituting, in the Board's reasonable judgment, any of the following occurring during the Employment Term: (i) a material breach of duty by Executive in the course of his employment with Employer or its Affiliates involving fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty to Employer or its Affiliates or moral turpitude constituting criminal felony; (ii) conduct by Executive that is materially detrimental to... Employer or its Affiliates, monetarily or otherwise, or that reflects unfavorably on Employer or Executive to such an extent that Employer or its Affiliates have been materially harmed or would be materially harmed if Executive's employment were not terminated; (iii) acts or omissions of Executive that are materially in violation of his obligations under this Agreement or at law and that have a material adverse effect on Employer or its Affiliates; (iv) Executive's material failure to comply with or enforce the personnel policies of Employer or its Affiliates, specifically including those concerning equal employment opportunity and those related to harassing conduct; (v) Executive's material insubordination to the Board; (vi) subject to the details of Paragraph 4(b), Executive's failure to devote his full working time and best efforts to the performance of his responsibilities to Employer or its Affiliates; (vii) Executive's conviction of, or entry of a plea agreement or consent decree or similar arrangement with respect to a felony or any material violation of federal or state securities laws, in either case, having a material adverse effect on Employer or its Affiliates; or (viii) Executive's material failure to cooperate with any investigation or inquiry authorized by the Board or conducted by a governmental authority related to Employer's or an Affiliate's business or Executive's conduct related to Employer or an Affiliate. View More

Cause. The occurrence of any of the following events prior to the termination of the Employment Period: (i) Executive's conviction of a felony involving moral turpitude; (ii) Executive's serious, willful gross misconduct or Executive's repeated failure or refusal to perform or observe Executive's material duties, responsibilities and obligations as an employee or officer of the Company for reasons other than Disability, if such misconduct, failure or refusal continues ten days following written notice... thereof by the Company to Executive identifying the same and specifying that Executive's employment may be terminated if the same continues; (iii) Executive's breach of any provision of Section 7 of this Agreement, which is not cured within three days after written notice thereof to Executive; or (iv) Executive's violation of any provision of the Company's Code of Business Conduct and Ethics or the Company's Code of Ethics for the Chief Executive Officer and Senior Financial Officers, as the same may be amended from time to time. For purposes of this Agreement, any termination of Executive's employment by the Company for Cause shall be authorized by a vote of at least a majority of the nonemployee members of the Board. No termination for Cause shall take effect until the expiration of the correction period, if any, described above and the determination by a majority of the non-employee members of the Board that Executive has failed to correct the act or failure to act. View More

Cause. Will be determined in the sole discretion of the Board and will mean misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) willful and material breach of Executive's duties to provide the Services; (iii) intentional and material damage to Company's property; (iv) material breach of the Proprietary Information and Inventions Assignment Agreement, by and between Company and Executive, dated as of the Effective Date, and attached hereto as... Exhibit B; or (v) material breach of any of the provisions of this Separation Agreement. View More

Cause. Shall have the meaning assigned to such term in the Grantee's employment agreement with the Company or a Subsidiary, or if there is no such employment agreement that defines such term, "Cause" means the Grantee's gross neglect of duty, dishonesty, conviction of a felony, disloyalty, intoxication, drug addiction or other similar misconduct adverse to the best interests of the Company.