Cause

Cause. Termination of employment because of, in the good faith determination of the Employer, the Executive's: (i) material act of dishonesty or fraud in performing the Executive's duties on behalf of the Bank or the Company; (ii) willful misconduct that in the judgment of the Board of Directors will likely cause economic damage to the Employer or injury to the business reputation of the Employer; (iii) incompetence (in determining incompetence, the acts or omissions shall be measured against... standards generally prevailing in the banking industry); (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties under this Agreement after written notice thereof from the Board of Directors; (vi) willful violation of any law, rule or regulation (other than traffic violations or similar offenses which results only in a fine or other non-custodial penalty) that reflects adversely on the reputation of the Employer, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or any violation of the policies and procedures of the Employer as outlined in the Employer's employee handbook, which would result in termination of employees, as from time to time amended and incorporated herein by reference; or (vii) material breach by the Executive of any provision of this Agreement. Notwithstanding the foregoing, Cause shall not be deemed to exist unless there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from the Executive's duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. Upon a finding of Cause, the Board of Directors shall deliver to the Executive a notice of termination, as provided for in Section 11 hereof View More

Cause. Shall mean a reasonable and good faith determination by the Board that Executive has (a) engaged in gross negligence, gross incompetence or willful misconduct in the performance of Executive's duties with respect to the Company or any of its Affiliates, (b) refused without proper legal reason to perform Executive's duties and responsibilities to the Company or any of its Affiliates, (c) materially breached any material provision of this Agreement or any written agreement or corporate policy or... code of conduct established by the Company or any of its Affiliates, (d) willfully engaged in conduct that is materially injurious to the Company or any of its Affiliates, (e) breached restrictive covenants in this Agreement or any other agreement between Executive and the Company or any of its Affiliate, (f) committed an act of theft, fraud, 5 embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any of its Affiliates, or (g) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction); provided that any assertion by the Company of a termination of employment for "Cause" shall not be effective unless the Company has provided written Notice of Breach to Executive within 90 days of the Company's actual knowledge that Cause exists. View More

Cause. (i) the willful and continued failure of Employee to perform substantially Employee's duties with the Company or any of its affiliates (other than any such failure resulting from any medically determined physical or mental impairment), that is not cured by Employee within 20 calendar days after a written demand for substantial performance is delivered to Employee by the Chief Executive Officer of the Company (the "CEO") which specifically identifies the manner in which the CEO believes that... Employee has not substantially performed Employee's duties; (ii) Employee's illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company's business or financial condition; or (iii) Employee's conviction, guilty plea or plea of nolo contendere for any crime involving dishonesty or for any felony. View More

Cause. (i) a material breach by Executive of the Employment Agreement, the Equity Agreements or any written policy of the Company; (ii) the repeated, willful, and persistent failure by Executive to reasonably and substantially perform Executive's duties under the Employment Agreement; (iii) Executive's willful misconduct or gross negligence which is injurious to the Company Group; or (iv) Executive's indictment of or plea of guilty or nolo contendere to a felony or other serious crime involving moral... turpitude. No Cause shall exist unless the Board has provided Executive with written notice describing the particular circumstances giving rise to Cause, and has provided Executive the opportunity to cure, to the extent reasonably susceptible to cure, such circumstances within thirty (30) days after receiving such notice. If Executive so effects a cure to the satisfaction of the Board, the notice of Cause shall be deemed rescinded and of no force or effect. If, within six (6) months following Executive's termination of employment hereunder for other than Cause, it is determined in good faith by the Board following a reasonable and thorough investigation by the Company that Executive's employment could have been terminated for Cause pursuant to clauses (i), (iii) or (iv), the Board unanimously finds that the particular circumstances giving rise to Cause were or are not reasonably susceptible to cure and the Company delivers written notice to Executive describing such circumstances giving rise to Cause, Executive's employment shall be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. View More

Cause. The Company's good faith determination that one or more of the following has occurred with respect to the Employee: (1) the conviction (including conviction upon a plea of nolo contendere) of a felony or other crime which is punishable by imprisonment, (2) the commission of any act or omission involving dishonesty, fraud, or a violation of law with respect to the Company or any of its Subsidiaries or Affiliates, (3) reporting to work under the influence of alcohol or illegal drugs, the use of... illegal drugs (whether or not at the workplace) or other conduct causing the Company or any of its Subsidiaries or Affiliates material public disgrace, disrepute or economic harm, (4) breach of fiduciary duty, fraud or willful misconduct with respect to the Company and/or any of its Subsidiaries or Affiliates, or (5) any material breach of this Agreement or the Company's policies and procedures by Employee unless remedied by Employee within thirty (30) days after receipt of written notice of such breach given by the Company to Employee. A termination of Employee's employment for Cause shall be effected in accordance with the following procedures. The Company shall give Employee written notice ("Notice of Termination for Cause") of its intention to terminate Employee's employment for Cause, setting forth in reasonable detail the specific conduct of Employee that it considers to constitute Cause and the specific provision(s) of this Agreement on which it relies, and stating the date, time and place of the Board Meeting for Cause. The "Board Meeting for Cause" means a meeting of the Board at which Employee's termination for Cause will be considered, that takes place not less than ten (10) and not more than twenty (20) business days after Employee received the Notice of Termination for Cause. Employee shall be given an opportunity, together with counsel, to be heard at the Board Meeting for Cause. Employee's termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a two-thirds vote of the entire membership of the Board, stating that in the good faith opinion of the Board, the Employee engaged in the conduct described in the Notice of Termination for Cause, and that such conduct constitutes Cause under this Agreement. View More

Cause. Unless otherwise defined in an award agreement, either (i) a willful and continuing failure of a Participant to perform substantially his duties and responsibilities (other than as a result of the Participant's death or Disability) and, if in the judgment of the Committee such willful and continuing failure may be cured by a Participant, that such failure has not been cured by the Participant within ten (10) business days after written notice of such was given to the Participant by the... Committee, or (ii) that the Participant has committed an act of Misconduct (as defined below) View More

Cause. Any grounds entitling Loop Group to summarily dismiss the Executive

Cause. (i) your material act of misconduct in connection with performance of your duties to the Company; or (ii) your commission of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if you were retained in your position; or (iii) your continued non-performance of your duties to the Company 30 days following written... notice thereof from the Company; or (iv) your breach of any material provisions of any written agreement between you and the Company, including without limitation, the Proprietary Information and Invention Assignment Agreement; or (v) your material violation of the Company's written employment policies; or (vi) your failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate. View More

Cause. (i) acts or omissions constituting gross negligence, recklessness or willful misconduct on your part with respect to your obligations or otherwise relating to Company business; (ii) your material breach of this agreement or the Company's Proprietary Information and Inventions Agreement; (iii) your conviction of, entry of or a plea of nolo contendere to fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude; (iv) your willful neglect of duties as determined in the... sole and exclusive discretion of the Company's Chief Executive Officer or Board of Directors; (v) your failure to perform the essential functions of your position, with or without a reasonable accommodation, due to a mental or physical disability; or (vi) your death. View More

Cause. Termination because of (a) Participant's unauthorized misuse of Sutro Biopharma's trade secrets or proprietary information, (b) Participant's conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude, (c) Participant's committing an act of fraud against Sutro Biopharma or (d) Participant's gross negligence or willful misconduct in the performance of his or her duties that has had or will have a material adverse effect on the Sutro Biopharma's reputation or... business View More