Cause

Cause. For purposes of this Agreement, "Cause", with respect to the termination by the Employer of the Executive's employment shall mean (i) the willful and continued failure by the Executive to perform his or her duties for the Employer under this Agreement after at least one warning in writing from the President and Chief Executive Officer of the Employer identifying specifically any such failure and providing at least a ten day period for an opportunity to cure such failure detailed in such... warning; (ii) if the Executive shall have engaged in conduct involving fraud, deceit, personal dishonesty, breach of fiduciary duty or illegal conduct in his or her business and/or personal matters; (iii) willful misconduct of any type by the Executive, including, but not limited to, the disclosure or improper use of confidential information under Section 11 of this Agreement, which causes material injury to the Company or any of its subsidiaries or affiliates, as specified in a written notice to the Executive from President and Chief Executive Officer of the Employer; (iv) the Executive's conviction of a crime (other than a traffic violation); (v) if the Executive shall have become subject to continuing intemperance in the use of alcohol or drugs which has adversely affected, or may adversely affect, the business or reputation of the Company or the Bank as determined by the Board or the President and Chief Executive Officer of the Employer; (vi) if the Executive shall have violated any banking law or regulation, memorandum of understanding, cease and desist order, or other agreement with any banking agency having jurisdiction over the Company or the Bank which, in the judgment of the Board or the President and Chief Executive Officer of the Employer, has adversely affected, or may adversely affect, the business or reputation of the Company or the Bank; (vii) if the Executive shall have filed, or had filed against him or her, any petition under the federal bankruptcy laws or any state insolvency laws; or (viii) if any banking authority having supervisory jurisdiction over the Company or the Bank initiates any proceedings for removal of the Executive. No act or failure to act on the part of the Executive shall be considered to have been willful for purposes of clause (i) or (iii) of this Section 1(a) unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company or any of its subsidiaries or affiliates. View More

Cause. You were grossly negligent in the performance of your duties and/or your responsibilities; or you refused to perform your duties and/or responsibilities.

Cause. The meanings given to such terms in the employment agreement or change in control agreement in effect for the Grantee immediately prior to his termination of employment

Cause. (a) "Cause" means the definition of Cause in Optionee's employment agreement, if any, with the Company. If no such employment agreement or definition in such agreement exists, Cause means (i) breach by Optionee of any covenant not to compete or confidentiality agreement with the Company, (ii) failure by Optionee to substantially perform his or her duties to the reasonable satisfaction of the Board, (iii) serious misconduct by Optionee which is demonstrably and substantially injurious to the... Company, (iv) fraud or dishonesty by Optionee with respect to the Company, (v) material misrepresentation by Optionee to a shareholder or director of the Company, (vi) acts of negligence by Optionee in the performance of Optionee's duties that are substantially injurious to the Company or (vii) Optionee's conviction of, or a plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude. The Company or its designee shall make the determination of whether Cause exists. View More

Cause. As reasonably determined by the Board in each case, a Participant's personal dishonesty, misconduct, breach of fiduciary duty, incompetence, intentional failure to perform stated obligations, willful violation of any law, rule, regulation or final cease and desist order, or any material breach of any provision of the Plan, any Option Agreement, any employment or consulting agreement, or any proprietary information agreement.

Cause. Means (i) Executive's willful failure to substantially perform his or her duties to the Company or deliberate and material violation of a Company policy; (ii) Executive's commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Executive of any proprietary information or trade secrets of the Company or any other party to whom Executive... owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Executive's willful breach of any of Executive's obligations under any written agreement or covenant with the Company, in each case in the reasonable determination of the Board. For purposes of this definition, "Company" shall be interpreted to include any parent, subsidiary, affiliate or successor thereto, if appropriate. Notwithstanding the foregoing, Cause shall not exist based on conduct described in clause (i) unless the conduct has not been cured within 15 days following Executive's receipt of written notice from the Company specifying the particulars of the conduct constituting Cause. View More

Cause. Unless otherwise provided in an Employment Agreement between the Company and the Grantee, a determination by the Administrator that the Grantee shall be dismissed as a result of (a) any material breach by the Grantee of any agreement between the Grantee and the Company; (b) the conviction of, indictment for or plea of nolo contendere by the Grantee to a felony or a crime involving moral turpitude; or (c) any material misconduct or willful and deliberate non-performance (other than by reason of... disability) by the Grantee of the Grantee's duties to the Company. View More

Cause. Executive's (a) willful or deliberate and continual refusal to perform Executive's employment duties reasonably requested by the Company Group after receipt of written notice to Executive of such failure to perform, specifying such failure (other than as a result of Executive's sickness, illness or injury) and failure to cure such nonperformance within ten (10) days of receipt of said written notice; (b) breach of any statutory or common law duty of loyalty to any member of the Company Group;... (c) conviction of, or plea of nolo contendre to, any felony or crime involving fraud, dishonesty, or moral turpitude; (d) willful or intentional cause of material injury to the Company Group, its property, or its assets; (e) disclosure or attempted disclosure to any unauthorized person(s) of the Company Group's proprietary or confidential information; (f) material violation or a repeated and willful violation of the Company Group's policies or procedures, including but not limited to, any applicable Company Group Code of Business Conduct and Ethics (or any successor policy) then in effect; or (g) breach of any of the covenants set forth in the Loyalty Agreement or any subsequent agreement of similar purpose View More

Cause. For purposes of this Agreement, "Cause" shall mean that the Executive has (i) willfully committed an act or omission that materially harms the Company; (ii) been grossly negligent in the performance of the Executive's duties to the Company; (iii) willfully failed or refused to follow the lawful and proper directives of the Board, which failure or refusal is not cured within 15 business days after written notice thereof is provided by the Company to the Executive in writing specifying the acts... or omissions supporting the claim of Cause made under this clause (iii); (iv) been convicted of, or pleaded guilty or nolo contendere to, a felony; (v) committed an act involving moral turpitude that is or is reasonably expected to be materially injurious to the Company or its reputation; (vi) committed an act relating to the Executive's employment or the Company involving, in the good faith judgment of the Board, fraud or theft; (vii) materially breached this Agreement or any other agreement between the Executive and the Company, all as may be amended from time to time, which breach, if capable of cure, is not cured within 15 business days after written notice thereof is provided by the Company to the Executive in writing specifying the acts or omissions supporting the claim of Cause made under this clause (vii); or (viii) breached any code of conduct or ethics or any policy of the Company, all as may be amended from time to time, which breach is or is reasonably expected to be materially injurious to the Company or its reputation and which breach, if capable of cure, is not cured within 15 days after written notice thereof is provided by the Company to the Executive in writing specifying the acts or omissions supporting the claim of Cause made under this clause (viii). View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder if the Board determines, in good faith, that any of the following have occurred: (i) Executive's willful failure to perform Executive's material responsibilities under this Agreement or failure to comply with, in any material respect, any Policy of the Company, in each case that causes material and demonstrable harm to the Company; (ii) Executive's willful failure to comply with any lawful and reasonable written... directive of the Board consistent with the terms of this Agreement (other than as a result of Executive's Disability); (iii) Executive's breach, in any material respect, of this Agreement that causes material and demonstrable harm to the Company (it being understood that any material breach of Section 6(a) of this Agreement shall be deemed to cause material and demonstrable harm to the Company without any requirement of the Company to show or prove actual harm); (iv) Executive's conviction or plea of no contest (or of nolo contendere), for any felony or for any crime involving moral turpitude; (v) Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement; (vi) Executive's commission of an act of fraud, embezzlement or misappropriation against the Company or any of its affiliates; Provided, that no action or inaction on Executive's part described in (a)(i), (ii) or (iii) of this Section 11(a) shall constitute "Cause" unless (i) Executive has received written notice from the Board stating that "Cause" for termination exists and specifying, in reasonable detail, the action or inaction alleged to constitute "Cause", (ii) Executive has been given an opportunity to be heard before the Board, with counsel of his choosing, and at least thirty (30) days to cure such action and inaction (to the extent such action or inaction is susceptible of cure), and (iii) the Board, having given Executive such written notice, opportunity to be heard and to cure, reasonably concludes that "Cause" for termination continues to exist and has not been so cured, or is not susceptible to cure. View More