Cause

Cause. Will mean: (i) Executive's indictment, plea of nolo contendere or conviction, of any felony or of any crime involving dishonesty by Executive; (ii) a material breach by Executive of Executive's duties or of a Company policy that is not cured by Executive within 30 days following written notice of same to Executive by the Company, to the extent such breach is curable; or (iii) a commission of any act of dishonesty, embezzlement, theft, fraud or misconduct by Executive with respect to the... Company, any of which in the good faith and reasonable determination of the Board or the Committee is materially detrimental to the Company, its business or its reputation. View More

Cause. For purposes of this Agreement, "Cause" means (i) Executive's failure to satisfactorily perform Executive's duties after there has been delivered to Executive a written demand for performance which describes the specific deficiencies in Executive's performance and the specific manner in which Executive's performance must be improved, and which provides thirty (30) business days from the date of notice to remedy such performance deficiencies; (ii) Executive's conviction of, or plea of nolo... contendere to, a felony or a crime involving moral turpitude which the Board believes has had or will have a detrimental effect on the Company's reputation or business, (iii) Executive engaging in an act of gross negligence or willful misconduct in the performance of his or her employment obligations and duties, (iv) Executive's committing an act of fraud against, material misconduct or willful misappropriation of property belonging to the Company; (v) Executive engaging in any other misconduct that has had or will have a material adverse effect on the Company's reputation or business; or (vi) Executive's breach of any material written Company policy that has been communicated to Executive in advance of Executive's breach, the Executive Invention Assignment and Confidentiality Agreement or other unauthorized misuse of the Company's trade secrets or proprietary information. View More

Cause. The same meaning given to the same or similar term in any employment agreement between the parties as may be in effect from time to time; provided, however, if there is no such term or similar term in the employment agreement or if there is no such employment agreement, then the term shall mean (i) intentional misconduct or gross malfeasance, or an act or acts of gross negligence in the course of employment or any material breach of the Executive's obligations contained herein, including,... without limitation, acts competitive with or deliberately harmful to the business of the Employer; (ii) any intentional misstatement or omission to the directors or executive officers of the Employer with respect to any matter; (iii) the intentional failure of the Executive to follow the reasonable instructions and policies of the Employer; (iv) the Executive's conviction, admission or confession of any felony or an unlawful act involving active and willful fraud or moral turpitude; or (v) the violation by the Executive of applicable state and federal banking regulations, rules, or statutes View More

Cause. With respect to a Participant, one of the following, which are listed in order of priority: (i) the meaning given in a Participant's employment, retention, change of control, severance or similar agreement with the Company or any Affiliate; or if none then (ii) the meaning given in the Award agreement; or if none then (iii) the meaning given in the Company's employment policies as in effect at the time of the determination (or if the determination of Cause is being made within two years... following a Change of Control, the meaning given in the Company's employment policies as in effect immediately prior to the Change of Control); or if none then (iv) the occurrence of any of the following: (x) the repeated failure or refusal of the Participant to follow the lawful directives of the Company or an Affiliate (except due to sickness, injury or disabilities), (y) gross inattention to duty or any other willful, reckless or grossly negligent act (or omission to act) by the Participant, which, in the good faith judgment of the Company, could result in a material injury to the Company or an Affiliate including but not limited to the repeated failure to follow the policies and procedures of the Company, or (z) the commission by the Participant of a felony or other crime involving moral turpitude or the commission by the Participant of an act of financial dishonesty against the Company or an Affiliate. View More

Cause. A determination by the Company or its employing affiliate (the "Employer") that Employee (i) has engaged in gross negligence, incompetence, or misconduct in the performance of his or her duties with respect to the Employer or any of its affiliates; (ii) has failed to materially perform Employee's duties and responsibilities to the Employer or any of its affiliates (other than due to Disability); (iii) has breached any material provision of this Agreement or any written agreement or corporate... policy or code of conduct established by the Employer or any of its affiliates; (iv) has engaged in conduct that is, or could reasonably expected to be, materially injurious to the Employer or any of its affiliates; (v) has committed an act of theft, fraud, embezzlement, misappropriation, or breach of a fiduciary duty to the Employer or any of its affiliates; or (vi) has been convicted of, pleaded no contest to, or received adjudicated probation or deferred adjudication in connection with a crime involving fraud, dishonesty, or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction) View More

Cause. (i) embezzlement, theft or misappropriation by the Participant of any property of any of the Company, its Subsidiaries or its Affiliates; (ii) the Participant's willful breach of any fiduciary duty to the Company, its Subsidiaries or its Affiliates; (iii) the Participant's willful failure or refusal to comply with laws or regulations applicable to the Company, its Subsidiaries or its Affiliates and their businesses or the policies of the Company, its Subsidiaries and its Affiliates governing... the conduct of its employees or directors; (iv) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) the Participant's refusal to perform the Participant's job duties or to perform reasonable specific directives of the Participant's supervisor or designee, or the senior officers or Board of Directors of the Company; or (vi) any gross negligence or willful misconduct of the Participant resulting in loss to the Company, its Subsidiaries or its Affiliates, or damage to the reputation of the Company, its Subsidiaries or its Affiliates. View More

Cause. Shall mean: (1) any material act of dishonesty by the Executive against the Company; or (2) any material act of dishonesty by the Company, insiders or affiliates that jeopardize the Company or Executive (3) willful misconduct or gross negligence by the Executive in carrying out the Executive's duties of the Executive Positions; or (4) material breach of this Agreement, including, but not limited to a breach of the representations and warranties made by, the Executive; or (5) misconduct by the... Executive, such as intoxication or other misconduct which has a substantial adverse effect on the business of the Company, or (6) other circumstances (other than the Executive's Disability) indicative of the Executive's failure materially to comply with the terms of his employment and which have had or may have an adverse effect on the business of the Company; or (7) the Executive's violation of the United States federal or applicable state securities laws; or (8) indictment under the laws of the United States, or any state thereof for a (i) civil offense which is injurious to the business reputation of the Corporation or (ii) criminal offense, unless these actions are not committed by the Executive; or (9) recurring failure to adequately fulfill the responsibilities associated with the Executive Positions. View More

Cause. For termination will mean your: (a) commission or conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company; (c) material breach of your duties to the Company; (d) intentional damage to any property of the Company causing material harm to the Company; (e) gross misconduct, or... other material violation of Company policy that causes, or reasonably could be anticipated to cause, harm; (f) material violation of any written and fully executed contract or agreement between you and the Company, including without limitation, material breach of your Confidentiality Agreement, or of any Company policy, or of any statutory duty you owe to the Company; or (g) conduct which in the good faith and reasonable determination of the Company demonstrates gross unfitness to serve. The determination that a termination is for Cause shall be made by the Company in its sole discretion. View More

Cause. Shall have the meaning ascribed to such term in any written agreement between you and the Company defining such term and which is in effect as of the Date of Grant and, in the absence of such agreement, such term means the occurrence of any of the following events: (i) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) your attempted commission of, or participation in, a fraud or act of... dishonesty against the Company, or any of its employees or directors; (iii) your intentional, material violation of any contract or agreement between you and the Company, the Company's employment policies, or of any statutory or other duty owed to the Company, (iv) your unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) your gross misconduct. The determination that a termination of your Continuous Service is either for Cause or without Cause will be made by the Company (or, if you are subject to Section 16 of the Exchange Act, the Committee), in its sole discretion. Any determination by the Company that your Continuous Service was terminated with or without Cause for the purposes of this Option Agreement will have no effect upon any determination of the rights or obligations of the Company or you for any other purpose. Notwithstanding anything in the Plan or any award agreement to the contrary, the Company (or Committee, as applicable) may deem a termination or separation from service to be for Cause if, after such termination or separation (regardless of how originally designated), it discovers facts, circumstances or omissions that would constitute Cause if you were still employed. View More

Cause. Any one or more of the following events: (i) your conviction (including a guilty plea or a no contest plea) of a felony, or of any other crime involving fraud, dishonesty or moral turpitude; (ii) your conviction of or participation in a fraud or act of material dishonesty against the Company; (iii) your intentional material breach of any contract or agreement between you and the Company (including but not limited to your Proprietary Information and Invention Agreement or any other restrictive... covenant agreements) or material breach or material neglect of any statutory or fiduciary duty you owe to the Company as reasonably determined by the Board, in each case, after having provided you with not less than thirty (30) days written notice of same and with the opportunity to cure of the same duration to the extent curable; (iv) your unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) your conduct that constitutes gross misconduct, conduct that constitutes gross insubordination, incompetence or habitual neglect of your duties that results in (or might have reasonably resulted in) material harm to the business of the Company, each as reasonably determined by the Board, in each case, after having provided you with not less than thirty (30) days written notice of same and with the opportunity to cure of the same duration to the extent curable. View More