Cause

Cause. (a) Executive engages in gross negligence or intentional misconduct in the performance of Executive's duties for the Company or any of its subsidiaries (for this purpose, "intentional misconduct" means an action which is injurious to the Company or the Company's business and/or which may reasonably lead to injury of the Company's business without a good faith belief that it is in the best interest of the Company), (b) Executive embezzles or willfully misappropriates for her personal use, assets... of the Company or any of its subsidiaries, (c) Executive is convicted of, or enters a plea of guilty or nolo contendere with respect to, a felony, a crime involving moral turpitude, or any other RW CB Nortech CB 1 crime that materially adversely affects the Company's business, or (d) Executive's engaging in business activities in violation of Executive's obligations in Section 4 (including but not limited to Executive's refusal or failure to perform Executive's duties), violation of Executive's obligations in Section 10, and/or breach of any restrictive covenant set forth in Section 11 of this Agreement; that in the case of the actions in (a) and (d), is not cured within 30 calendar days after Executive's receipt of written notice from the Company of the alleged Cause. View More

Cause. Shall have the meaning set forth in the CIC Plan.

Cause. A good-faith determination by the Bank's Board of Directors that Executive has (a) wilfully failed to perform his duties under this Agreement after demand for performance has been made by the Bank; (b) breached a fiduciary duty involving personal benefit; (c) breached any restrictive covenant contained in Section 6; (d) had a criminal complaint filed against him for any misdemeanor involving dishonesty or moral turpitude or any felony; (e) engaged in any conduct that is prohibited by Bank... policy; (t) engaged in any conduct that, in the good-faith opinion of the board, is injurious to the Bank, its business, or its reputation; or (g) breached any covenants or agreements or made inaccurate representations in this Agreement View More

Cause. For termination by the Company of the Executive's employment shall mean (i) the Executive's failure, in the Company's judgment, to follow the reasonable directions of the Board of Directors or its designee or the Chief Executive Officer of the Company or his or her designee and the failure to cure such failure, if such failure is capable of being cured, to the Company's satisfaction within ten (10) days after receipt of written notice from the Board of Directors or its designee or the Chief... Executive Officer of the Company or his or her designee specifying the particulars of the failure; (ii) any intentional misconduct by the Executive in connection with the Company's business or relating to the Executive's duties hereunder, or any willful violation of any laws, rules or regulations applicable to the Company; (iii) the Executive's material failure to comply with the Company's policies or guidelines of employment or corporate governance policies or guidelines, including, without limitation, any business code of ethics adopted by the Company; (iv) any act of fraud, misappropriation or embezzlement by the Executive, whether or not such act was committed in connection with the business of the Company; (v) a breach of this Agreement that, if such breach is capable of being cured, is not cured by the Executive within ten (10) days of written notice by the Company of the breach; or (vi) the conviction of the Executive of, or the Executive's pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company. View More

Cause. That, prior to any termination pursuant to Section 5(b) hereof for Cause, the Employee shall have committed: (1) an intentional act of fraud, embezzlement or theft in connection with his or her duties or in the course of his or her employment with the Company or any Subsidiary; (2) intentional wrongful damage to property of the Company or any Subsidiary; (3) intentional wrongful disclosure of secret processes or confidential information of the Company or any Subsidiary; or (4) intentional... wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty ("Competitive Activity"); and any such act shall have been materially harmful to the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, no act, or failure to act, on the part of the Employee shall be deemed intentional if it was due primarily to an error in judgment or negligence, but shall be deemed intentional only if done, or omitted to be done, by the Employee not in good faith and without reasonable belief that his or her action or omission was in or not opposed to the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause hereunder unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee, together with his or her counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Employee had committed an act set forth above in this Section 1(b) and specifying the particulars thereof in detail. Nothing herein shall limit the right of the Employee or his or her beneficiaries to contest the validity or propriety of any such determination. View More

Cause. For the Company (or its successor, if applicable) to terminate your employment shall exist only under the following conditions: (i) your willful failure to substantially perform your material duties and responsibilities to the Company after having received written notice of such failure and at least 30 days to remedy such failure; (ii) your conviction or plea of no contest to a felony; (iii) your commission of any act of fraud, misappropriation or embezzlement against the Company; (iv) your... material breach of the terms of any confidentiality, invention assignment or proprietary information agreement with the Company; or (v) your willful failure to comply in any material respect with lawful written policies of the Company of general applicability that have been communicated to you. View More

Cause. With respect to a Participant's termination by the Bank or the Company as a Service Provider, that such termination is for 'Cause' as such term (or word of like import) is expressly defined in a then-effective written agreement between the Participant and the Bank or the Company, or in the absence of such then-effective written agreement and definition, is based on, in the sole determination of the Administrator, the Participant's: (i) performance of any act or failure to perform any act in bad... faith and to the detriment of the Bank or the Company; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Bank or the Company; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines 'Cause' on the occurrence of or in connection with a Change in Control, such definition of 'Cause' shall not apply until immediately after a Change in Control is consummated. Whether Cause exists, whether Cause is susceptible to correction and whether Cause has been corrected shall be determined in the sole discretion of the Company. Notwithstanding anything in this Plan or in any Award Agreement to the contrary, if the Participant's status as a Service Provider is terminated without Cause, the Company shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior termination as a termination for Cause if such after-acquired evidence supports such an action. If after-acquired evidence is obtained after a Participant has exercised an Award granted under the Plan, the Company shall repurchase the Shares with no consideration being provided to the Participant other than the exercise price, if applicable. View More

Cause. As determined by the Board in its sole discretion, means: (i) a Participant's 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) a Participant's attempted commission of or participation in a fraud or act of material dishonesty against the Company; (iii) a Participant's material breach of any written agreement between a Participant and the Company (including but not limited to a Participant's... Proprietary Information and Invention Agreement or any other restrictive covenant agreements) or material breach or material neglect of any statutory or fiduciary duty a Participant owes to the Company as reasonably determined by the Chief Executive Officer of the Company (the "CEO") (except when a Participant is the CEO) and the Board, in each case, after having provided the Participant 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; or (iv) a Participant's conduct that constitutes gross insubordination, incompetence or habitual neglect of a Participant's duties as reasonably determined by the CEO (except when the Participant is the CEO) and the Board, in each case, after having provided the Participant 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

Cause. (i) the employee's dishonest statements or acts with respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business; (ii) the employee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) any conduct by the employee that would reasonably be expected to result in material injury or reputational harm to the Company or any of... its subsidiaries and affiliates if the employee were retained in the employee's position; (iv) the employee's failure to perform his or her assigned duties and responsibilities to the reasonable satisfaction of the Company which failure continues, in the reasonable judgment of the Company, after written notice given to the employee by the Company; (v) the employee's gross negligence, willful misconduct or insubordination with respect to the Company or any affiliate of the Company; or (vi) the employee's material violation of any provision of any agreement(s) between the employee and the Company relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions. View More

Cause. (i) for the CEO, as defined in his executive employment agreement with the Company, and (ii) for other Participants, (A) a material breach by the Participant of the Participant's duties and responsibilities which is not promptly remedied after the Company gives the Participant written notice specifying such breach; (B) the commission by the Participant of a felony involving moral turpitude; (C) the commission by the Participant of theft, fraud, a material breach of trust or any material act of... dishonesty involving the Company; or (D) a significant violation by the Participant of the Company's Code of Ethics and Business Conduct or of any statutory or common law duty of loyalty to the Company View More