Cause

Cause. Shall mean (i) the continued failure by Executive substantially to perform his duties as an executive officer of Bank (other than any such failure resulting from his incapacity due to physical or mental illness) or (ii) the engaging by Executive in conduct which is materially injurious to Bancorp or Bank, monetarily or otherwise, in either case as determined by the Board of Directors of Bancorp or Bank Bank.

Cause. (i) the continued failure by Executive Chairman substantially to perform his duties as an executive officer of Bank in the Positions (other than any such failure resulting from his incapacity due to physical or mental illness) or (ii) the engaging by Executive Chairman in conduct which is materially injurious to Bancorp or Bank, monetarily or otherwise, in either case as determined by the Board of Directors of Bancorp or Bank

Cause. Any of the following: (i) commission of a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any subsidiary; (ii) willful failure to perform duties of employment, if such failure has not been cured in all material respects within thirty (30) twenty (20) days after the Company or any subsidiary, as applicable, gives written notice thereof; or (iii) breach of any material term, provision or condition of employment, which breach has... not been cured in all material respects within thirty (30) twenty (20) days after the Company or any subsidiary, as applicable, gives written notice thereof, or (iv) Executive materially fails to comply with the Company's Code of Business and Ethical Conduct thereof View More

Cause. Any Shall mean any of the following: (i) commission of a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any subsidiary; (ii) willful (ii)willful failure to perform duties of employment, if such failure has not been cured in all material respects within thirty (30) twenty (20) days after the Company or any subsidiary, as applicable, gives written notice thereof; or (iii) breach of any material term, provision or condition of... employment, which breach has not been cured in all material respects within thirty (30) twenty (20) days after the Company or any subsidiary, as applicable, gives written notice thereof, or (iv) Executive materially fails to comply with the Company's Code of Business and Ethical Conduct View More

Cause. (i) the commission of any act of fraud or embezzlement by you; (ii) any unauthorized use or disclosure by you of any material confidential information or trade secrets of the Company; (iii) your indictment for, conviction of, or plea of no contest with respect to any felony violation or any crime of moral turpitude or dishonesty; (iv) your unauthorized absence from work for reasons other than illness or legally protected leave of absence; absence as determined by the Board; (v) your substance... abuse or other misconduct that in any manner that materially interferes with the performance of your duties on behalf of the Company; (vi) any failure or refusal by you to perform your material duties in an acceptable manner or to follow the lawful and proper directives of the Board Company that are within the scope of your duties in each case after a reasonable notice and cure period of not less than 15 days; 30 days, as determined by the Board; or (vii) any other misconduct by you that materially and adversely affects the business or affairs of the Company after a reasonable notice and cure period of not less than 15 days. days, as determined by the Board. View More

Cause. Shall have the meaning ascribed to it in any employment agreement between the Grantee and the Company or any of its Subsidiaries; provided that if the Grantee does not have an employment agreement with the Company or any of its Subsidiaries that includes a definition of 'Cause,' then a termination for 'Cause' shall mean the termination by the Company or any Subsidiary of the Grantee's employment with the Company or any Subsidiary as a result of (i) the commission by the Grantee of a felony or a... fraud, (ii) gross negligence or gross misconduct by the Grantee with respect to the Company or any Subsidiary or affiliate of the Company, (iii) the Grantee's failure to follow the directions of the Board or Chief Executive Officer of the Company, which failure is not cured within three days after written notice thereof to the Grantee, (iv) the Grantee's violation of any non-competition, non-solicitation or non-disclosure agreement with the Company or any Subsidiary, (v) the Grantee's breach of a material employment policy of the Company, which breach is not cured within three days after written notice thereof to the Grantee, or (vi) any other breach by the Grantee of any agreement with the Company or any Subsidiary that is material and is not cured within thirty days after written notice thereof to the Grantee. View More

Cause. Conduct Shall mean conduct involving one or more of the following: (i) the substantial and continuing failure of the Employee, Participant, after notice thereof, to render services to the Company in accordance with the terms or requirements of his or her employment; (ii) disloyalty, gross negligence, willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company; (iii) deliberate disregard of the rules or policies of the Company, or breach of an employment or other agreement... with the Company, which results in directs in direct or indirect loss, damage or injury to the Company; (iv) the unauthorized disclosure of any trade secret or confidential information of the Company; (v) the Participant's conviction for a felony, as evidenced by a binding and final judgment, order or (v) decree of a court of competent jurisdiction; or (vi) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company; or (vi) any conduct constituting "cause" as such term may be defined in the Participant's employment or service agreement with the Company. View More

Cause. (i) discovery by the Company that any of the material information provided to the Company concerning the Executive's qualifications, employment history and experience, certifications or licenses was untrue or that the Executive concealed a physical or mental condition that could materially impair the Executive's ability to perform his responsibilities properly without reasonable accommodation as required by applicable law, if any, (ii) the Executive's intentional, willful or knowing failure or refusal to follow, support or enforce any legal or regulatory requirement applicable to the Company or the Company's lawful policies, as adopted by the Board from time to time, or perform the Executive's duties (other than as a result of physical or mental illness, accident or injury); (iii) the Executive's intentional, willful or knowing failure or unreasonable refusal to perform the Executive's duties (other than as a result of physical or mental illness, accident or injury) that, in provided the sole discretion Executive is given written notice describing such failure and fails to cure the same within fifteen (15) days after receipt of the Board, may have a material adverse effect on the Company or any other material breach of this Agreement by the Executive; (ii) such notice; (iv) dishonesty, willful or gross misconduct, gross ineptitude, or willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses) or other illegal conduct by the Executive in connection with the Executive's employment with the Company which in the Board's reasonable judgment may result in damage to the business or reputation breach of the Company; (iii) fiduciary duty that involves personal profit; (v) the Executive's conviction of, or plea of guilty or nolo contendere to, a charge of commission of a felony (exclusive of any felony relating to negligent operation of a motor vehicle); vehicle) or a crime of moral turpitude; (vi) competition with the Company or unauthorized use of any trade secret or other confidential information; and (iv) (vii) a material breach by the Executive of this Agreement, the Confidentiality Agreement; Proprietary Rights Agreement or any other written agreement between the Executive and the Company or any of its affiliates; provided, however, in the case of clauses (i) and (iv) above, that the Company shall be required to give the Executive fifteen (15) calendar days prior written notice of its intention to terminate the Executive for Cause and to provide the specific grounds thereof in the event the Company invokes clause (ii) of this Section or a finding of "gross ineptitude" as set forth in clause (iv) of this Section, and the Executive shall have the opportunity during such fifteen (15) day period to meet with a Company representative designated by the Board and cure such event if such event is capable of being cured; provided, further, that in the event that the Executive terminates his employment with the Company during such fifteen (15) day period for any reason, such termination shall be considered a termination for Cause. For purposes of this Section, (x) no act or failure to act on the part of the Executive shall be considered "willful" unless it is intentionally done, or intentionally omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company; and (y) any willful or grossly negligent conduct of the Executive that results in the failure of the Company to comply with a significant financial statutory or regulatory requirement shall be considered grounds for termination for Cause. View More

Cause. Is determined by the Parent and is defined as the Executive's (a) willful failure to perform the material duties of the Executive's position after receiving written notice of such failure and being given twenty days reasonable opportunity to cure such failure; (b) willful misconduct injurious to the Company; or (c) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude, or (d) material breach of this Agreement, which breach is not cured within 20... days after written notice to Executive from the Company.. turpitude. No act or failure to act on the part of the Executive shall be considered "willful" unless it is done or omitted to be done in bad faith or without reasonable belief that the action or omission was in the best interest of the Company. View More

Cause. For purposes of this offer letter agreement, "Cause" 'Cause' is defined as one or more of the following events: (i) the indictment or conviction for a felony or other crime, or any misdemeanor in each case involving moral turpitude; (ii) the commission of any other act or omission involving fraud or intentional deceit with respect to the Company or any of its affiliates or any of their directors, stockholders, partners or members; (iii) any act or omission involving dishonesty that causes... material injury to the Company or any of its affiliates or any of their directors, stockholders, partners or members; (iv) gross negligence (defined as conduct or a failure to act that is so reckless that it demonstrates a substantial lack of concern for whether an injury will result) with respect to the Company or any of its subsidiaries; (v) willful misconduct with respect to the Company or any of its subsidiaries; (vi) any other material breach of this agreement or any other agreement referred to herein (including the Non-Disclosure Agreement); provided, however, that, it shall only be deemed Cause pursuant to clause (vi) if you are given written notice describing the basis of Cause and, if the event is reasonably susceptible of cure, you fail to cure within thirty (30) days. View More

Cause. A termination of employment is for "Cause" Cause if the Executive has been convicted of a felony involving fraud or a felony prosecution has been brought against the Executive dishonesty or if the termination is evidenced by a resolution adopted in good faith by at least two-thirds (2/3) of the Board that the Executive Executive: (i) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company (other than a failure resulting from the Executive's... incapacity due to physical or mental illness or because from the Executive's assignment of a Change in Control) duties that would constitute Good Reason as hereinafter defined) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform, perform or (ii) intentionally engaged in illegal conduct or gross misconduct which results in material economic harm is demonstrably and materially injurious to the Company; provided, however, that (A) where the Executive has been terminated for Cause because a felony prosecution has been brought against him and no conviction or plea of guilty or plea of nolo contendere or its equivalent results therefrom, then said termination shall no longer be deemed to have been for Cause and the Executive shall be entitled to all the benefits provided by Section 3.1.2 or 3.1.3 hereof, as appropriate, from and after the date on which the prosecution of the Executive has been dismissed or a judgment of acquittal has been entered, whichever shall first occur; and (B) no termination of the Executive's employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (ii) and specifying the particulars thereof in detail, detail and (y) the Executive shall have been provided an opportunity to be heard in person by the Board (with the assistance of the Executive's counsel if the Executive so desires). No act, Neither an act nor a failure to act, on the Executive's part, part shall be considered "intentional" intentional unless the Executive has acted or failed to act with a lack of good faith and with a lack of reasonable belief that the Executive's action or failure to act was in the best interests interest of the Company. Any act, or Notwithstanding anything contained in this Agreement to the contrary, no failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of any senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, perform by the Executive after a Notice of Termination (as defined in good faith and in the best interests of the Company. Any termination of the Executive's employment Section 2.9) is given by the Company hereunder Executive shall be deemed to be a termination other than constitute Cause for Cause unless it meets all requirements purposes of this definition. Agreement. View More

Cause. To terminate the Executive's employment hereunder upon: (i) the Executive's willful failure to substantially perform Executive's the duties for the Company set forth herein (other than any such failure resulting from the Executive's total and permanent disability); Disability); (ii) the Executive's willful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (iii) the Executive's commission at any time of any act or omission that results in, or may... reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (iv) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities for hereunder; (v) the Company; (v) Executive's commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, conversion of assets of the Company, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof); or (vi) the Executive's material breach of any agreement this Agreement, the SMM LLC Agreement or other agreements with the Company (including, without limitation, any breach of the restrictive covenants of any such agreement); and which, in the case of clauses (i), (ii) and (vi), continues beyond thirty (30) days after the Company has provided the Executive written notice of such failure or breach (to the extent that, in the reasonable judgment of the Board, such failure or breach can be cured by Executive). Whether or not an event giving rise to "Cause" occurs will be determined by the Board in its sole discretion. Executive) View More

Cause. To terminate the Executive's employment hereunder upon: (i) the Executive's willful failure to substantially perform Executive's the duties for the Company set forth herein (other than any such failure resulting from the Executive's total and permanent disability); Disability); (ii) the Executive's willful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (iii) the Executive's commission at any time of any act or omission that results in, or may... reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (iv) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities for hereunder; (v) the Company; (v) Executive's commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, conversion of assets of the Company, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof); or (vi) the Executive's material breach of any agreement this Agreement, the SMM LLC Agreement or other agreements with the Company (including, without limitation, any breach of the restrictive covenants of any such agreement); and which, in the case of clauses (i), (ii) and (vi), continues beyond thirty (30) days after the Company has provided the Executive written notice of such failure or breach (to the extent that, in the reasonable judgment of the Board, such failure or breach can be cured by Executive). Whether or not an event giving rise to "Cause" occurs will be determined by the Board in its sole discretion. Executive) View More