Cause

Cause. Participant's: (i) failure to substantially perform Participant's duties and obligations to the Company (other than failure resulting from the Employee's incapacity because of Disability), including one or more acts of gross negligence or insubordination or a material breach of the Company's policies and procedures (other than such policies set forth in (ii) below), which failure is not cured within fifteen (15) days after a written demand for cure is received by Participant from the Company... which specifically identifies the manner in which the Company believes Participant has failed to substantially perform Participant's duties and obligations to the Company; (ii) material breach of the Company's code of conduct, equal opportunity and anti-harassment policies, or compliance policies (which may include, but not be limited to, a code of business conduct, an anti-bribery policy, a competition policy, and the a policy on healthcare business ethics); (iii) commission, indictment, conviction, or entry of a plea of guilty or nolo contendere to, a felony or any other crime involving fraud, dishonesty, theft, breach of trust or moral turpitude; (iv) engagement in misconduct which results in, or could reasonably be expected to result in, material injury to the Company's financial condition, reputation, or ability to do business; (v) material breach of a written agreement with the Company, including any confidentiality, invention assignment, non-competition, non-solicitation or non-disparagement agreement; (vi) violation of state or federal securities laws or regulations; or (vii) willful 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, willful destruction or failure to preserve documents or other materials relevant to such investigation, or willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation View More

Cause. The occurrence of any of the following: (i) Executive's willful and continued failure to perform his or her material duties to the Company that goes uncured after notice from the [Company/Board]; (ii) Executive's willful or intentional conduct that causes or is expected to cause material and demonstrable injury, monetarily or otherwise, to the Company; or (iii) Executive's conviction of, or a plea of nolo contendere to, a crime constituting (A) a felony under the laws of the United States or... any state thereof, or (B) a misdemeanor involving moral turpitude. View More

Cause. Shall have the meaning ascribed to the term in the Grantee's Employment Agreement with the Company.

Cause. (a) the willful and continued failure of Executive to perform Executive's material job duties with the Company Group (other than any such failure resulting from becoming Disabled), after a written demand for substantial performance is delivered to Executive by the Company which specifically identifies the manner in which the Company believes that Executive has not substantially performed Executive's duties and Executive has had an opportunity for 30 days to cure such failure after receipt of... such written demand; (b) engaging in an act of fraud, embezzlement, misappropriation or theft which results in damage to the Company Group; (c) conviction of Executive of, or Executive pleading guilty or nolo contendere to, a felony (other than a violation of a motor vehicle or moving violation law) or a misdemeanor if such misdemeanor (A) materially damages the Company Group; or (B) involves the commission of a criminal act against the Company Group; or (d) the breach by Executive of any material provision of, or inaccuracy in any material respect of any representation made by Executive in, the Company's policies that is not cured within 30 days of written notice from the Company setting forth with reasonable particularity such breach or inaccuracy, provided that, if such breach or inaccuracy is not capable of being cured within 30 days after receipt of such notice, Executive shall not be entitled to such cure period. View More

Cause. If the Participant is a party to an employment agreement or similar agreement between the Participant and the Company and such agreement provides for a definition of 'Cause' (or substantially similar term), the definition contained therein. If no such agreement exists, or if any such agreement exists but 'Cause' (or substantially similar term) is not defined therein, then Cause means, as determined by the Committee in its sole and absolute discretion, the occurrence of any one or more of the... following events: (1) the Participant's breach of any material agreement between the Company and the Participant; (2) the Participant's failure to satisfactorily perform his or her duties under any material agreement between the Company and the Participant, to follow the direction (consistent with Participant's duties) of the Board of Directors or any other individual to whom the Participant reports, or to follow the procedures, policies and rules of the Company; (3) any willful act or omission by the Participant that is, or is likely to be, injurious to the Company or the business reputation of the Company, (4) the 3 Participant's dishonesty, fraud, malfeasance, negligence or misconduct, including the delay of information delivered to the Board of Directors or any other individual to whom the Participant reports, the incompleteness of reporting to the Board of Directors or any other individual to whom the Participant reports, or any effort to mislead or improperly influence the Board of Directors or any other individual to whom the Participant reports, (5) the Participant's arrest, indictment for, or conviction of, or entry of a plea of guilty or no contest to, a felony or a crime involving moral turpitude, or (6) the Participant's failure to perform services under any material agreement between the Company and the Participant. View More

Cause. (A) Executive's willful refusal to carry out, in all material respects, the reasonable and lawful directions of the person or persons to whom the Executive reports or the Board that are within Executive's control and consistent with Executive's status with the Company and his or her duties and responsibilities hereunder (except for a failure that is attributable to Executive's illness, injury or Disability) for a period of 10 days following written notice by the Company to Executive of such... failure, (B) fraud or material dishonesty in the performance of Executive's duties hereunder, (C) an act or acts on Executive's part constituting (x) a felony under the laws of the United States or any state thereof, (y) a misdemeanor involving moral turpitude or (z) a material violation of federal or state securities laws, (D) an indictment of Executive for a felony under the laws of the United States or any state thereof, (E) Executive's willful misconduct or gross negligence in connection with Executive's duties which could reasonably be expected to be injurious in any material respect to the financial condition or business reputation of the Company as determined in good faith by the Board, (F) Executive's material breach of the Company's Code of Ethics, Always Honest policy or any other code of conduct in effect from time to time to the extent applicable to Executive, and which breach could reasonably be expected to have a material adverse effect on the Company as determined in good faith by the Board, or (G) Executive's breach of the Employee Trade Secret, Confidential Information and Post-Employment Restriction Agreement which breach has an adverse effect on the Company. View More

Cause. With respect to an Eligible Executive, as determined by the Administrator: (i) a willful failure by such Eligible Executive to substantially perform the duties of his or her position with the Company and its Affiliates, other than a failure resulting from such Eligible Executive's complete or partial incapacity due to physical or mental illness or impairment, or (ii) a willful act by such Eligible Executive which constitutes gross misconduct and which is materially injurious to the Company or... an Affiliate. No act, or failure to act, by the Eligible Executive shall be considered "willful" unless committed without a reasonable belief that the act or omission was in the Company's best interest. View More

Cause. Shall have the meaning specified in the Grantee's Employment Agreement or, in the case the Grantee is not employed pursuant to an employment agreement or is party to an Employment Agreement that does not define the term, "Cause" shall mean any of the following acts by the Grantee: (i) embezzlement or misappropriation of corporate funds, (ii) any acts resulting in a conviction for, or plea of guilty or nolo contendere to, a charge of commission of a felony, (iii) misconduct resulting in injury... to the Company or any affiliate, (iv) activities harmful to the reputation of the Company or any affiliate, (v) a material violation of Company or affiliate operating guidelines or policies, (vi) willful refusal to perform, or substantial disregard of, the duties properly assigned to the Grantee, or (vi) a violation of any contractual, statutory or common law duty of loyalty to the Company or any affiliate View More

Cause. Termination because of the Executive's (i) commission of an act of fraud, embezzlement, theft or proven dishonesty, or any other illegal act or practice (whether or not resulting in criminal prosecution or conviction), or any act or practice which the Company's or the Bank's Board of Directors shall, in good faith, deem to have resulted in the Executive's becoming unbondable under the Employer's or any Affiliate's fidelity bond; (ii) willful engagement in misconduct which is deemed by the Board... of Directors, in good faith, to be materially injurious to the Employer or any of its Affiliates, monetarily or otherwise, including, but not limited to, improperly disclosing trade secrets or other confidential or sensitive business information and data about the Employer or any of its Affiliates and competing with the Employer or any of its Affiliates, or soliciting employees, consultants or customers of the Employer or any of its Affiliates in violation of law or any employment or other agreement to which the Executive is a party; or (iii) willful and continued failure or habitual neglect to perform his duties with the Employer or any of its Affiliates substantially in accordance with the operating and personnel policies and procedures of the Employer or its Affiliate generally applicable to all their employees. For purposes of this Agreement, no act or failure to act by the Executive shall be deemed be "willful" unless done or omitted to be done by Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Employer and/or any Affiliate. "Cause" under either (i), (ii) or (iii) shall be determined by the Board of Directors. The determination of "Cause" may be made by the Company's or Bank's Board of Directors solely for purposes of this Agreement and without regard to any other purpose of the Company. View More

Cause. That term is defined in the Executive's offer letter, employment agreement, or other similar agreement; or if there is no such definition, "Cause" means, as determined by the Company in its sole discretion, any of the following: (i) substantial and continuing neglect or inattention to the Executive's duties; (ii) willful misconduct or gross negligence in connection with the performance of such duties; (iii) the commission of an act of embezzlement, fraud, or deliberate disregard of the rules or... policies of the Company, which results in economic loss, damage, or injury to the Company; (iv) the unauthorized disclosure of any trade secret or confidential information of the Company or any third party who has a business relationship with the Company or the violation of any non-competition obligation to the Company; (v) the commission of an act that induces any customer or prospective customer of the Company to break a contract with the Company or to decline to do business with the Company; (vi) the commission of an act that induces any investor or prospective investor in any investment entity affiliated with or managed by the Company to break a contract with such investment entity or to decline to invest in such investment entity; (vii) the conviction of a felony involving any financial impropriety or which would materially interfere with the performance of services or otherwise be injurious to the Company; or (viii) the failure to perform in a material respect the Executive's services or duties without proper cause. View More