Cause

Cause. Conduct involving one or more of the following: (i) the conviction of the Employee of, or, plea of guilty or nolo contendere to, any crime involving dishonesty or any felony; (ii) the willful misconduct by the Employee resulting in material harm to the Company; (iii) fraud, embezzlement, theft or dishonesty by the Employee against the Company resulting in material harm to the Company; (iv) the repeated and continuing failure of the Employee to follow the proper and lawful directions of the... Company's Chief Executive Officer or the Board after a written demand is delivered to the Employee that specifically identifies the manner in which the Chief Executive Officer or the Board believes that the Employee has failed to follow such instructions; (v) the Employee's current alcohol or prescription drug abuse affecting work performance, or current illegal use of drugs regardless of the effect on work performance; (vi) material violation of the Company's code of conduct by the Employee that causes harm to the Company; or (vii) the Employee's material breach of any term of the Agreement, or any other applicable confidentiality and/or non-competition agreements with the Company. View More

Cause. Shall have the meaning ascribed to such term (i) in the Severance Agreement (which meaning shall include any procedural aspects for establishing a termination for Cause pursuant to the Severance Agreement), or (ii) in the Plan if no Severance Agreement exists.

Cause. Means with respect to a Participant, unless otherwise defined in the employment agreement of the Participant, any of the following: (a) the Participant's willful and continued failure or refusal to perform the duties reasonably required of him or her to the Company Group; (b) the Participant's conviction of, or plea of nolo contendere to any felony or another crime involving dishonesty or moral turpitude or which reflects negatively upon the Company Group or otherwise impairs or impedes its... operations; (c) the Participant's engagement in any willful misconduct, gross negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is injurious to the Company Group; (d) the Participant's material breach of any applicable agreement with or policy of the Company Group; (e) the Participant's material failure to comply with any applicable laws and regulations or professional standards relating to the business of the Company Group; or (f) any other misconduct by the Participant that is injurious to the financial condition or business reputation of the Company Group. View More

Cause. For purposes of this Plan, the term "Cause" will have the meaning assigned to that term under a Participant's Employment Continuity Agreement with the Company, as such Agreement may be amended from time to time.

Cause. Any of the following: (i) Executive's extended disability (defined as the inability to perform, with reasonable accommodation, the essential functions of Executive's position for any one hundred twenty (120) days within any continuous period of one hundred fifty (150) days by reason of physical or mental illness or incapacity); (ii) Executive's repudiation of his employment or of this Agreement (termination for Good Reason, excepted); (iii) Executive's conviction of (or plea of no contest... with respect to) a felony, or of a misdemeanor involving moral turpitude, fraud, misappropriation or embezzlement; (iv) Executive's demonstrable and documented fraud, misappropriation or embezzlement against the Company; (v) Reckless or grossly negligent action which causes, or deliberate action intended to cause, material harm to the Company, including any misappropriation or unauthorized use of the Company's property or improper use or disclosure of confidential information (but excluding any good faith exercise of business judgment); (vi) Intentional failure to substantially perform material employment duties or directives (other than following resignation for Good Reason as defined below) if such failure has continued for fifteen (15) days after Executive has been notified in writing by the Company of the nature of the failure to perform (it being understood that the performance of material duties or directives is satisfied if Executive has reasonable attendance and makes good faith business efforts to perform his duties on behalf of the Company). The Company may not terminate Executive for Cause based solely upon the operating performance of the Company; or (vii) Chronic absence from work for reasons other than illness, permitted vacation or resignation for Good Reason as defined below; provided, however, that prior to the determination that "Cause" under this Section 1(c) has occurred, the Company shall (A) provide to Executive in writing, in reasonable detail, the reasons for the determination that such "Cause" exists, (B) other than with respect to clause (vi) above which specifies the applicable period of time for Executive to remedy his or her breach, afford Executive a reasonable opportunity to remedy any such breach, (C) provide Executive an opportunity to be heard prior to the final decision to terminate Executive's employment hereunder for such "Cause" and (D) make any decision that such "Cause" exists in good faith. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed, for purposes of this Agreement, to constitute grounds for termination for Cause. View More

Cause. Executive's (i) refusal to substantially perform his duties hereunder; (ii) breach any of his material obligations under this Agreement; (iii) willful misconduct or gross negligence in the performance of his duties; (iv) conviction of or plea of guilty or nolo contendre to any felony; or (v) embezzlement or theft of any of the Company's funds or assets or commission of any act of fraud with respect to any aspect of the Company's business

Cause. Shall mean: (i) Your material breach of any material terms of this Letter Agreement or the Purchase Agreement with at least fifteen (15) days prior written notice and opportunity to cure; 1 (ii) Your conviction of a felony or entry of a plea of nolo contendere as to a felony; (iii) Your commission of a fraud; (iv) Your repeated unexplained or unjustified absence from the Company; (v) Your willful breach of fiduciary duty; or (vi) Your gross negligence or willful misconduct where such gross... negligence or willful misconduct has resulted or is likely to result in material damage to the Company. View More

Cause. In the context of the termination of this Agreement by Employer: (i) a material breach of this Agreement by Executive not cured by Executive within 15 business days after Executive's receipt of Employer's written notice of such material breach, including without limitation failure by Executive to perform Executive's duties and responsibilities in the manner and to the extent required by this Agreement; (ii) any act by Executive of fraud against, misappropriation from, or dishonesty to Company... or Bank or any Affiliate of Company or Bank; (iii) the conviction of Executive of, or Executive's plea of guilty or nolo contendere to, a felony or any crime involving fraud or moral turpitude; (iv) conduct by Executive that amounts to willful misconduct or gross neglect, including prolonged absences without the consent of the Boards of Directors (other than due to a condition giving rise to Disability); provided that the nature of such conduct shall be set forth with reasonable particularity in a written notice to Executive who shall have 15 business days following delivery of such notice to cure such alleged conduct, provided that such conduct is, in the reasonable discretion of the Boards of Directors, susceptible to a cure; (v) the exhibition by Executive of a standard of behavior within the scope of or related to Executive's employment that is in violation of any written policy, board committee charter, or code of ethics or business conduct (or similar code) of Company or Bank or any Affiliate of Company or Bank to which Executive is subject; provided that the nature of such behavior shall be set forth with reasonable particularity in a written notice to Executive who shall have 15 business days following delivery of such notice to cure such behavior, provided that such behavior is, in the reasonable discretion of the Boards of Directors, susceptible to a cure; (vi) conduct or behavior by Executive, including without limitation conduct or behavior that is unethical or involves moral turpitude, that, in the reasonable opinion of the Boards of Directors, has harmed or could reasonably be expected to harm, in each case in any material respect, the business or reputation of Company or Bank; (vii) the receipt of written notice that any regulatory agency or authority having jurisdiction over Company or Bank or any Affiliate of Company or Bank has instituted any form of regulatory action or proceeding against Executive; or (viii) the removal of Executive from office and/or the prohibition of Executive from participating in the conduct of Bank's affairs as a result of an order issued under Section 8(e) or Section 8(g) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e) and (g)). View More

Cause. Any of: (i) the commission by Employee of a willful act (including, without limitation, a dishonest or fraudulent act) or a grossly negligent act, or the willful or grossly negligent omission to act by Employee, which is intended to cause, causes or is reasonably likely to cause material harm to Employer or any Affiliate (including harm to its business reputation); (ii) the indictment of Employee for the commission or perpetration by Employee of any felony or any crime involving dishonesty,... moral turpitude or fraud; (iii) the material breach by Employee of this Agreement that, if susceptible of cure, remains uncured thirty (30) days following written notice to Employee of such breach; (iv) the receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over Employer intends to institute any form of formal or informal (e.g., a memorandum of understanding which relates to Employee's performance) regulatory action against Employee, Employer or any Affiliate (provided that the Board determines in good faith, with Employee abstaining from participating in the consideration of and vote on the matter, that the subject matter of such action involves acts or omissions by or under the supervision of Employee or that termination of Employee would materially advance Employer's or Affiliate's compliance with the purpose of the action or would materially assist Employer or Affiliate in avoiding or reducing the restrictions or adverse effects to Employer or Affiliate related to the regulatory action); (v) the exhibition by Employee of a standard of behavior within the scope of Employee's employment that is materially disruptive to the orderly conduct of Employer's or Affiliate's business operations (including, without limitation, substance abuse or sexual misconduct) to a level which, in the Board's good faith and reasonable judgment, with Employee abstaining from participating in the consideration of and vote on the matter, is materially detrimental to Employer's or Affiliate's best interest, that, if susceptible of cure remains uncured ten (10) days following written notice to Employee of such specific inappropriate behavior; or (vi) the failure of Employee to devote Employee's full business time and attention to Employee's employment as provided under this Agreement that, if susceptible of cure, remains uncured thirty (30) days following written notice to Employee of such failure. View More

Cause. In the context of the termination of this Agreement by Employer: (i) a material breach of the terms of this Agreement by Employee not cured by Employee within 10 business days after Employee's receipt of Employer's written notice thereof, including without limitation failure by Employee to perform Employee's duties and responsibilities in the manner and to the extent required under this Agreement; (ii) any act by Employee of fraud against, misappropriation from, or dishonesty to Company or Bank... or any Affiliate of Company or Bank; (iii) the conviction of Employee of, or Employee's plea of guilty or nolo contendere to, a felony or any crime involving fraud or moral turpitude; (iv) conduct by Employee that amounts to willful misconduct, gross neglect, or a material failure to perform Employee's duties and responsibilities hereunder, including prolonged absences without the written consent of the Chief Executive Officer of Company; provided that the nature of such conduct shall be set forth with reasonable particularity in a written notice to Employee who shall have 10 business days following delivery of such notice to cure such alleged conduct, provided that such conduct is, in the reasonable discretion of the Chief Executive Officer of Company, susceptible to a cure; (v) the exhibition by Employee of a standard of behavior within the scope of or related to Employee's employment that is in violation of any written policy, board committee charter, or code of ethics or business conduct (or similar code) of Company or Bank or any Affiliate of Company or Bank to which Employee is subject; provided that the nature of such conduct shall be set forth with reasonable particularity in a written notice to Employee who shall have 10 business days following delivery of such notice to cure such alleged conduct, provided that such conduct is, in the reasonable discretion of the Chief Executive Officer of Company, susceptible to a cure; (vi) conduct or behavior by Employee, including without limitation conduct or behavior that is unethical and/or involves moral turpitude, that, in the reasonable opinion of the Chief Executive Officer of Company, has harmed or could reasonably be expected to harm, in each case in any material respect, the business or reputation of Company or Bank; (vii) receipt of any form of written notice that any regulatory agency or authority having jurisdiction over Company or Bank or any Affiliate of Company or Bank has instituted any form of regulatory action against Employee; or (viii) Employee's removal from office and/or permanent prohibition from participating in the conduct of Company's or Bank's affairs as a result of an order issued under Section 8(e) or Section 8(g) of the Federal Deposit Insurance Act (12 U.S.C. § 1818(e) and (g)). View More