Cause

Cause. (i) the Participant's willful failure to substantially perform the Participant's duties for the Company (other than any such failure resulting from the Participant's total and permanent disability); (ii) the Participant's willful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (iii) the Participant'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 Participant's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Participant's duties and responsibilities for the Company; (v) the Participant's commission at any time of any act of fraud, embezzlement, misappropriation, 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 Participant's material breach of any agreement 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 Participant 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 the Participant). Whether or not an event giving rise to "Cause" occurs will be determined by the Board in its sole discretion. View More

Cause. Is defined as (i) an act of dishonesty committed by Employee in connection with Employee's responsibilities as an employee , (ii) Employee's conviction of, or plea of guilty or nolo contendere to, a crime other than a minor misdemeanor, (iii) an act by Employee which constitutes gross misconduct or fraud, or (iv) Employee's continued, violations of Employee's employment responsibilities after Employee has received a written notice from the Company which sets forth the specific factual basis for... the Company's belief that Employee has not performed his duties. View More

Cause. The term 'Cause' shall mean any of the following: (i) Failure by Executive, other than by reason of disability, to substantially perform such duties consistent with those reasonably, customary and lawfully requested, verbally or in writing (including electronic mail), by the Chief Executive Officer of the Company, within five (5) business days following Executive's receipt of written notice of such failure (which notice shall have been authorized by the Board and shall set forth in reasonable... detail the purported failure to perform and the specific steps to cure such failure, which shall be consistent with the terms hereof); provided, however, if a third-party is involved to fulfill such request (for example, the Company's accounting firm), such timing is subject to the responsiveness of such third party; (ii) Executive's misappropriation of the Company's funds or willful misconduct which results in material damage to the Company; or (iii) Executive's conviction of, or plea of nolo contendere to, any crime constituting a felony under the laws of the United States or any State thereof, or any crime constituting a misdemeanor under any such law involving moral turpitude. View More

Cause. A termination of Participant's employment, involuntary on Participant's part, which is the result of: (i)Participant's conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Company or any of its Affiliates to public criticism or materially interfere with Participant's continued service to the Company or its Affiliate; (ii)Participant's willful and unauthorized disclosure of material Confidential Information which disclosure... actually results in substantive harm to the Company's or its Affiliate's business or puts such business at an actual competitive disadvantage; (iii)Participant's willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant's superior (other than: (A) any such failure resulting from Participant's incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Company, which demand specifically identifies the manner in which Participant has not substantially performed Participant's duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand; (iv)Participant's commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Company or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Company or any of its Affiliates; (v)A theft, fraud or embezzlement perpetrated by Participant upon Company or any of its Affiliates View More

Cause. The same meaning defined in the Employment Agreement

Cause. Intentional engagement in dishonest conduct, insubordination, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform duties, or commission of an act which would constitute a felony.

Cause. Means: (1) Executive's willful violation of a Company policy (excluding any act or omission that Executive reasonably believed in good faith to have been in the best interest of the Company), willful commission of an act of fraud or dishonesty, or willful engagement in illegal conduct or gross misconduct, which in each case is materially and demonstrably injurious to the Company; (2) Executive's continued failure to substantially perform his duties with the Company or to substantially comply... with a specific and lawful directive of the Board (other than a continued failure caused by or attributable to physical or mental illness or infirmity), in each case after a written demand for substantial performance or substantial compliance is delivered to Executive by or on behalf of the Board, which demand is based on a good-faith determination by the Board, after reasonable inquiry, specifically identifying the manner in which the Board believes Executive has not substantially performed his duties or substantially complied with a lawful directive; (3) Executive's conviction of (including a plea of nolo contendere to) a crime constituting a felony; (4) Executive's embezzlement or criminal diversion of funds; or (5) Executive's failure (other than by reason of physical or mental illness or infirmity) to perform or to comply with any material term or condition of this Agreement, which failure: (i) is of such a nature that it is reasonably capable of being cured, but only if (x) Executive does not cure such failure within thirty (30) days after written notice of such failure or (y) if such failure cannot be cured in such period and the continuation of such failure will not be materially and demonstrably injurious to the Company, Executive does not commence and diligently seek to cure such failure within such period and thereafter continue to seek to cure such failure until cured; or (ii) is of such a nature that it is not reasonably capable of being cured, in which case Executive shall be given written notice thereof but shall not be entitled to any opportunity to cure such failure. View More

Cause. Shall mean: (A) the Executive's commission of an act materially and demonstrably detrimental to the goodwill of the Bank or any of its subsidiaries, which act constitutes gross negligence or willful misconduct by the Executive in the performance of his material duties to the Bank or (B) the Executive's conviction of a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious liability. No act or failure to act will be considered "willful" unless it... is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that his action or omission was in the best interests of the Bank. In addition, no act or omission will constitute Cause unless the Bank has given detailed written notice thereof to the Executive and, where remedial action is feasible, he then fails to remedy the act or omission within a reasonable time after receiving such notice. View More

Cause. What the term is expressly defined to mean in a then-effective written agreement (including, but not limited to the Employment Agreement) between Grantee and the Company or any Affiliate or, in the absence of any such then-effective agreement or definition, means (a) the deliberate and continued failure to substantially perform Grantee's duties and responsibilities as Chief Executive Officer of the Company; (b) the criminal felony conviction of, or a plea of guilty or nolo contendere by,... Grantee; (c) the material violation of Company policy; (d) the act of fraud or dishonesty resulting or intended to result in personal enrichment at the expense of the Company; (e) the gross misconduct in performance of duties that results in material economic harm to the Company; or (f) the material breach by Grantee of the Employment Agreement or any successor thereto. Notwithstanding the foregoing, in order to establish "Cause" for Grantee's termination for purposes of clauses (a), (c) and (f) above, the Company must deliver a written demand to Grantee which specifically identifies the conduct that may provide grounds for Cause, and the Grantee must have failed to cure such conduct within thirty (30) days after such demand. Reference in this paragraph to the Company shall also include direct and indirect subsidiaries of the Company. View More

Cause. Means any of the following: (a) the Executive's willful failure to perform her duties (other than any such failure resulting from incapacity due to physical or mental illness); (b) the Executive's willful failure to comply with any valid and legal directive of the Board or the Chief Executive Officer; (c) the Executive's conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral... turpitude, dishonesty or fraud; (d) action taken by Executive intentionally to harm the Company; (e) the Executive's willful misconduct, gross insubordination, fraud, misappropriation, theft, embezzlement, gross negligence, self-dealing, dishonesty, or breach of fiduciary duty; (f) the Executive's misuse or intentional damage of property belonging to the Company, as well as disclosure of confidential, trade secret or proprietary information; or (g) any material, uncured violation by the Executive of any written Company policy or any provision of this Agreement. View More