Cause

Cause. Means the occurrence of any of the following events, as determined in good faith by the Board: (i) the Executive's gross negligence or willful misconduct in the performance of duties, including without limitation, willful violation of any Company policy, where such negligence, misconduct, or violation has resulted or is likely to result in substantial and material damage to the Company or any of its subsidiaries or successors; (ii) the Executive's repeated or unjustified absence from the... Company; (iii) the Executive's commission of any act of fraud, embezzlement, or professional dishonesty with respect to the Company; (iv) the Executive's conviction of any felony or crime involving moral turpitude which causes material harm to the standing and reputation of the Company; or (v) the Executive's incurable material breach of any written agreement the Executive has with the Company, including without limitation, the Executive's misappropriation or misuse of the Company's intellectual property under the Company's Employee Agreement Regarding Proprietary Information and Inventions. View More

Cause. The termination of a consulting relationship or employment of an individual with the Company or any of its affiliates as a result of (i) the performance by such individual of any activity involving fraud or dishonesty, (ii) the conviction of the individual of a felony or crime involving moral turpitude, (iii) the failure or refusal of such individual to reasonably or satisfactorily perform any material duties or responsibilities reasonably required of such individual by the Company or any of... its affiliates, (iv) the gross negligence or willful neglect or malfeasance by the individual in the performance or non-performance of such individual's duties or responsibilities to the Company or any of its affiliates, or (v) any unauthorized act or omission by such individual that is injurious in any material respect to the financial condition or business reputation of the Company or any of its affiliates. View More

Cause. (i) gross negligence or willful misconduct in the performance of Executive's duties to Employer (other than as a result of a disability) that has resulted or is likely to result in substantial and material damage to Employer, after a written demand for substantial performance is delivered to Executive by the Board of Directors which specifically identifies the manner in which the Board believes Executive has not substantially performed Executive's duties and Executive has been provided with a... reasonable opportunity, of not less than ten (10) days, to cure any alleged gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to employer; or (iii) conviction of a felony or a crime involving moral turpitude either of which causes material harm to the business and affairs of Employer. No act or failure to act by Executive shall be considered "willful" if done or omitted by Executive in good faith with reasonable belief that Executive's action or omission was in the best interests of Employer. View More

Cause. For purposes of this Agreement, and in each case as determined by the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") in its sole and reasonable discretion, the following will constitute "Cause": (i) indictment or conviction for either any felony offense or any other crime involving dishonesty; (ii) participation in any fraud, theft, embezzlement or other misconduct or act of dishonesty involving the Company or any of its subsidiaries; (iii)... intentional damage to any property of the Company or any of its subsidiaries; (iv) breach of the holder's duties of good faith and fair dealing that are owed to the Company or any of its subsidiaries; (v) breach or violation of any agreement between Executive and the Company or any of its subsidiaries, including, without limitation, any employment, confidentiality, non-competition, non-solicitation or assignment of inventions agreement; (vi) conduct which in the good faith and reasonable determination of the Board of Directors demonstrates gross unfitness to serve; (vii) failure to comply with the code of conduct of the Company or any of its subsidiaries or any other policies of the Company that have been approved by the Board of Directors or its authorized delegate, (viii) insubordination or failure to follow the directions of the Board of Directors or of the Chief Executive Officer or President of the Company; or (ix) any other conduct by Executive that could be expected to be harmful to the business, interests or reputation of the Company or any of its subsidiaries. Executive shall have thirty (30) days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to Sections 1(a)(i) and 1(a)(ii) above, for which no notice is required) if, in the sole and reasonable discretion of the Compensation Committee, such deficiency is curable. View More

Cause. (i) conviction or plea of guilty or no contest to any felony or crime of dishonesty or moral turpitude, (ii) gross negligence or willful misconduct in the performance of the Participant's duties, (iii) drug addiction or habitual intoxication that adversely effects the Participant's job performance or the reputation or best interests of the Company or any Affiliate, (iv) commission of fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or a material act of dishonesty against... the Company or any Affiliate, (v) material breach of any written employment, non-competition, non-solicitation, confidentiality or similar agreement with the Company or any Affiliate, (vi) noncompliance with Company policy or code of conduct, or (vii) willful and deliberate failure in the performance of the Participant's duties in any material respect. View More

Cause. A good faith finding by the Company's Board of Directors, after giving Consultant an opportunity to be heard, of: (i) dishonest, gross negligence or willful misconduct by the Consultant in connection with Consultant duties, (ii) continued failure by the Consultant to make a reasonable effort to perform duties or responsibilities as reasonably requested by the Company's Board of Directors, after written notice and an opportunity to cure for not more than ten (10) days, (iii) misappropriation by... the Consultants for their personal use of the assets or business opportunities of the Company, or its affiliates, (iv) embezzlement or other financial fraud committed by the Consultant, (v) the Consultant knowingly allowing any third party to commit any of the acts described in any of the preceding clauses (iii) or (iv), or (vi) the Consultants indictment for, conviction of, or entry of a plea of no contest with respect to, any felony or any crime involving moral turpitude. View More

Cause. (i) the Director's conviction of, pleading no contest to, or being placed on deferred adjudication for, a felony that adversely affects the Director's, the Company's or the Banks's reputation in the community; (ii) the Director's conviction of any felony; or (iii) any act, omission, or course of conduct constituting material dishonesty on the part of the Director toward or involving the Company or the Bank

Cause. (i) the Executive's conviction of, pleading no contest to, or being placed on deferred adjudication for, a felony that adversely affects the Executive's, the Company's or the Banks's reputation in the community; (ii) the Executive's conviction of any felony; or (iii) any act, omission, or course of conduct constituting material dishonesty on the part of the Executive toward or involving the Company or the Bank

Cause. (a) an unauthorized use or disclosure by Executive of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) a material breach of any agreement between Executive and the Company, (c) a material failure to comply with the Company's written policies or rules, (d) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof, (e) gross negligence or willful misconduct, (f)... failure to cooperate with the Company in any investigation or formal proceeding if the Company has requested your cooperation, or (g) a continued failure to perform assigned duties after receiving written notification of such failure from the Company's Chief Executive Officer (or, in the case of the Chief Executive Officer, from the Board of Directors); provided that Executive must be provided with written notice of Executive's termination for "Cause" and Executive must be provided with a 30-day period following Executive's receipt of such notice to cure the event(s) that trigger "Cause," with the Company's Board of Directors making the final determination whether Executive has cured any Cause. View More

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