Cause

Cause. Means, with respect to a Participant: (a) "Cause" as defined in such Participant's written employment or service agreement with the Company or an Affiliate; or (b) if there is no such defined term, then: (i) dishonesty with respect to the Company or any Affiliate, (ii) gross negligence, serious misconduct or a material failure to discharge the duties relating to the employment or service with the Company or Affiliate, including insubordination, (iii) material breach by a Participant of any... provision of any written employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company or any Affiliate or any material written policy of the Company or any Affiliate, or (iv) any act or omission which would constitute Cause at common law. View More

Cause. The occurrence of one of the following events: (i) commission of fraud, embezzlement, theft, felony or an act of dishonesty in the course of the Participant's employment by the Company or a Subsidiary, which conduct damaged the Company or a Subsidiary; (ii) disclosure of trade secrets of the Company or a Subsidiary; or (iii) violation of the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Subsidiary to which the Participant is a party.

Cause. (i) the Executive's material breach of this Agreement (other than a breach described in clause (ix) of this Section 18(b)), which remains uncured after the lapse of thirty (30) days following the date that the Company has given the Executive written notice thereof; (ii) the Executive's willful neglect, refusal, or failure to perform diligently any lawful direction of the Board or to comply in all material respects with any written policy of the Company or any of its Affiliates, which remains... uncured after the lapse of thirty (30) days following the date that the Company has given the Executive written notice thereof; (iii) the Executive's conviction of, or the entering of a guilty plea or plea of nolo contendere with respect to, any felony or any other crime involving dishonesty, fraud, embezzlement or moral turpitude; (iv) the Executive's illegal or improper use of controlled substances or habitual excessive use of alcohol; (v) the Executive's commission of a material act of theft, dishonesty, fraud, or embezzlement of any goods or property of the Company or any of its Affiliates, provided, however, that benefits in kind listed in this Agreement and otherwise approved by the Board and Promotional Benefit shall not violate this subsection; (vi) the Executive's engaging in (as reasonably determined by the Board acting in good faith) or having been found liable for or guilty of any discrimination or sexual harassment (under applicable federal, state, and/or local law) with respect to employees, customers or vendors of the Company or any of its Affiliates; (vii) the Executive's appropriation (or attempted appropriation) of a business opportunity of the Company or any of its Affiliates, including attempting to secure or securing any personal profit or other personal benefit in connection with any transaction entered into on behalf of the Company or any of its Affiliates (other than payments in the nature of compensation due from the Company or any of its Affiliates, if applicable), provided, however, that this subsection shall not apply to any transaction previously approved by the Board; (viii) any intentional misconduct by the Executive that causes the Company or any of its Affiliates substantial public disgrace, disrepute, or economic harm or (ix) any breach of Section 7 of this Agreement by the Executive, which remains uncured after the lapse of fifteen (15) days following the date that the Company has given the Executive written notice thereof; provided, however, that "Cause" shall not mean (1) the mere existence or occurrence of the Executive's bad judgment; (2) the Executive's mere failure to meet performance goals, objectives, or measures; or (3) the failure of Executive to follow any direction of the Board that Executive, reasonably and in good faith, believes to be a breach of his duty of loyalty, breach of his duty of competence, or breach of any other applicable fiduciary duty owed to the Company or its Affiliates by the Executive. View More

Cause. With respect to termination of Employee's employment by the Bank, Cause shall mean termination because of, in the good faith determination of the Bank's Board or Directors, the Employee's: (i) personal dishonesty; (ii) willful misconduct or malfeasance; (iii) habitual incompetence or negligence in performing the Executive's assigned duties; (iv) breach of fiduciary duty involving personal profit; (v) habitual failure to perform assigned duties; (vi) willful violation of any law, rule or... regulation (other than traffic violations or similar offenses) or final cease-and-desist order; (vii) conviction of, or plea of nolo contendere to, a felony; or (viii) prohibition by a federal agency pursuant to a final order or agreement from being employed by the Bank or the Company. Notwithstanding the foregoing, Cause shall not be deemed to exist unless (i) the Bank shall have provided to the Employee written notice of the conduct that the Bank believes constitutes Cause, (ii) the Employee is afforded at least 30 days to correct the conduct, and (iii) the Employee fails to correct the conduct within such time period to the reasonable satisfaction of the Bank. View More

Cause. Has the meaning set forth in the applicable Award Agreement(s). If an Award Agreement does not contain a definition of "Cause," then it means: (i) material dishonesty in the performance of Grantee's duties with respect to the Company or any Affiliate of the Company; (ii) the Grantee's commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) failure to perform to the Company's reasonable satisfaction a substantial portion of the Grantee's... duties and responsibilities assigned or delegated which failure continues, in the Company's reasonable judgment, after the Company gives the Grantee written notice; (iv) gross negligence or willful misconduct with respect to the Company or any Affiliate of the Company; or (v) a violation of any provision of any agreement(s) between Grantee and the Company relating to non-competition, non-solicitation, confidentiality and/or assignment of inventions. View More

Cause. Shall mean (i) the engaging by the Participant in willful misconduct that is materially injurious to the Company, (ii) the embezzlement or misappropriation of funds or property of the Company by the Participant, (iii) the conviction of the Participant of a felony or the entrance of a plea of guilty or nolo contendere by the Participant to a felony, or (iv) the willful failure or refusal by the Participant to substantially perform his duties or responsibilities that continues after being brought... to the attention of the Participant (other than any such failure resulting from the Participant's incapacity due to disability). For purposes of this paragraph, no act, or failure to act, on the Participant's part shall be considered willful unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Determination of Cause shall be made by the Board in its sole discretion. Any such determination shall be final and binding on a Participant. View More

Cause. The meaning set forth in the written employment, offer, or services agreement or letter between the Participant and the Company or its affiliate or in the Participation Agreement between the Participant and the Company, or if there is no such agreement or no such term is defined in such agreement, means (i) the Participant's material breach of any agreement between the Participant and the Company or any of its affiliate or any policy of the Company or any of its affiliates; (ii) the willful... failure or refusal by the Participant to substantially perform his or her duties; (iii) the commission or conviction of the Participant of, or the entering of a plea of nolo contendere by the Participant with respect to, (A) a felony or (B) a misdemeanor involving moral turpitude; or (iv) the Participant's gross misconduct that causes harm to the reputation of the Company. A Participant's employment will be deemed to have been terminated for Cause if it is determined subsequent to such termination that grounds for a termination for Cause existed at the time of such termination, as determined by the Committee. View More

Cause. (i) Executive's failure to materially perform Executive's duties and responsibilities to the Company and the Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), other than any failure which is capable of cure and is cured by Executive within 15 days following Executive's receipt of notice from the Company; (ii) Executive's failure to comply with any valid and legal directive of the Chief Executive Officer of the Company or the Board; (iii)... Executive's engagement in conduct, which is, or could reasonably be expected to be, materially injurious to the Company or the Affiliates; (iv) Executive's embezzlement, misappropriation or fraud, whether or not related to Executive's employment with the Company; (v) Executive's conviction of or plea of guilty or nolo contendere to a felony (or state law equivalent); or (vi) Executive's material breach of this Agreement, the Confidentiality Agreement, or any other written agreement between the Company and Executive or any of the Company's material policies, including its code of conduct View More

Cause. Any behavior or reason, as determined by the Company in its sole discretion, which constitutes cause for the termination of an Eligible Executive's employment and includes but shall not be limited to any of the following: willful disregard of job duties; failure to repeatedly correct informed performance deficiencies; dishonesty (including, but not limited to, falsification of reports or the unauthorized removal or misuse of any Employer property); theft; breach of trust; unethical conduct;... insubordination (including, but not limited to, willful negligence or refusal to carry out instructions); violation of Employer policies, procedures, or code of conduct; disclosure of confidential information about the Employer; conviction for (or a plea of nolo contendere to) any act of fraud, misappropriation, theft or embezzlement, and/or a felony; or breach of any written non-disclosure, non-competition or non-solicitation agreement, or any other material written agreement, in effect with the Employer View More

Cause. Shall have the equivalent meaning or the same meaning as 'cause' or 'for cause' set forth in any employment, consulting, or other agreement for the performance of services between the Grantee and the Company or an affiliate or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the failure by the Grantee to perform, in a reasonable manner, his or her duties as assigned by the Company or an affiliate, (ii) any violation or breach by the... Grantee of his or her employment, consulting or other similar agreement with the Company or an affiliate, if any, (iii) any violation or breach by the Grantee of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or an affiliate, (iv) any act by the Grantee of dishonesty or bad faith with respect to the Company or an affiliate, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Grantee's work performance, or (vi) the commission by the Grantee of any act, misdemeanor, or crime reflecting unfavorably upon the Grantee or the Company or any affiliate. The good faith determination by the Committee of whether the Grantee's employment was terminated by the Company for 'Cause' shall be final and binding for all purposes hereunder. View More