Cause

Cause. Any of the following: (i) the Executive's continued failure to perform the Executive's employment duties after the Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company's belief that the Executive has not substantially performed the Executive's duties and has failed to cure such non-performance to the Company's reasonable satisfaction within ten (10) business days after receiving such notice; (ii) the Executive's... engaging in any act of dishonesty, fraud, misrepresentation, embezzlement or gross misconduct that is or would reasonably be expected to be injurious in a material respect to the Company Group; (iii) the Executive's violation of any federal or state law or regulation applicable to the business of the Company Group; (iv) the Executive's breach of any material obligations under any written agreement or covenant with any member of the Company Group; (v) the Executive's being convicted of, or entering a plea of nolo contendere to, any felony or committing any act of moral turpitude; or (vi) the Executive's material violation of the written policies or codes of conduct of the Company Group, including policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct, that is or would reasonably be expected to be injurious in a material respect to the Company Group. View More

Cause. The occurrence of any of the following events: (i) habitual neglect or habitual failure by the Executive to perform his duties under this Agreement, after being given at least 30 days' prior written notice by the Company with an opportunity to cure; (ii) any act by the Executive of fraud against, misappropriation from, or dishonesty to either the Company or an Affiliate that results in the Executive's improper gain or personal enrichment to the detriment of the Company or any Affiliate; or... (iii) indictment or conviction of the Executive for commission of a felony or a lesser crime involving dishonesty, fraud, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion; or other crime involving moral turpitude View More

Cause. The occurrence of any of the following as determined in good faith by the Committee: (a) Executive's gross negligence or willful misconduct in the performance of duties to the Company that has resulted or is reasonably likely to result in damage to the Company or its subsidiaries as determined in good faith by the Committee; (b) commission of any act of fraud, embezzlement, or dishonesty that has caused or is reasonably expected to result in injury to the Company (or any of its subsidiaries);... (c) any material unauthorized use or disclosure of confidential and proprietary information or trade secrets of the Company (or a successor, if appropriate) or any other party to whom Executive owes an obligation of nondisclosure as a result of relationship with the Company (or any of its subsidiaries) as determined in good faith by the Committee; (d) conviction of, or plea of nolo contendere to, a felony (other than a driving offense related solely to driving in excess of the speed limit) or a crime involving moral turpitude or commission of any act of fraud with respect to the Company (or any of its subsidiaries); (e) Executive's material breach of any of Executive's obligations under any written agreement or covenant with the Company (or any of its subsidiaries); or (f) Executive's breach of a material written Company policy that has been provided, or made available, to Executive, including its Code of Conduct, that has resulted or is reasonably likely to result in material damage to the Company or its subsidiaries, including reputational harm, as determined in good faith by the Committee; provided that to the extent the breach is curable, Executive will first be provided with written notice of the breach and an opportunity to cure within twenty (20) days of the written notice being delivered to Executive. View More

Cause. (i) the conviction of Executive for (or pleading guilty or nolo contendere to) a felony or a crime involving moral turpitude, (ii) Executive's willful and continued failure to perform substantially Executive's material duties and responsibilities with respect to the Company and its affiliates or to follow the lawful directions or instructions of the Board (and, if Executive reports to the Chief Executive Officer of the Company, of the Chief Executive Officer), (iii) Executive's breach of... fiduciary duty owed to the Company or any of its affiliates, (iv) Executive's theft, fraud, embezzlement, or dishonesty (including material misrepresentations or concealments in written reports submitted to the Company or the Board) with regard to the Company or any of its affiliates, or in connection with Executive's duties or responsibilities with respect thereto, (v) Executive's material violation of the Company's code of conduct, code of ethics or similar written material policies, including but not limited to those relating to sexual harassment, (vi) Executive's willful misconduct unrelated to the Company or any of its affiliates having, or likely to have, a material negative impact on the Company or any of its affiliates (economically or to its reputation), (vii) any material breach or violation by Executive of any provisions of this Agreement or the Restrictive Covenant Agreement. To the extent any of the foregoing items (ii), (v) (excluding a material violation of any sexual misconduct policy), or (vii) (excluding any material violation of the Restrictive Covenant Agreement) are capable of being cured, Cause shall not be deemed to have occurred with respect thereto until the Company has given Executive written notice, setting forth the issue(s) that is alleged to constitute Cause, and the Company has provided Executive at least thirty (30) days following the date on which such notice is provided to cure such conduct and Executive has failed to do so. Such event, conduct or condition described in this definition will not give rise to a termination for Cause if the action or omission is done at the request of the Board. In the event a determination is to be made as to whether Cause exists, such determination shall be a reasonable, good-faith determination made by the Company. View More

Cause. Any one or more of the following: (a) the commission by Employee of an act relating to Employee's duties constituting a felony under the laws of the United States or any state or political subdivision thereof or any other jurisdiction; (b) the commission by Employee of an act constituting a breach of fiduciary duty, willful misconduct, or gross negligence; (c) the commission by Employee of an act of fraud, dishonesty or misrepresentation related to Employee's duties that is detrimental to the... Business; or (d) a material breach by Employee of his obligations under this Agreement View More

Cause. Means Executive's (i) willful or deliberate failure to perform Executive's duties required hereunder; (ii) material breach of a term of this Agreement; (iii) breach of fiduciary duty, dishonesty, willful misconduct or fraud in connection with any aspect of Executive's employment, including in respect of any representations made by Executive in this Agreement, (iv) gross negligence in the performance of Executive's duties required hereunder; (v) a violation of banking or securities industry... laws, rules or regulations that constitutes a serious offense or that could or does result in a significant fine; (vi) indictment or the substantial equivalent for, conviction of or a plea of guilty or nolo contendere to (A) any felony or (B) a misdemeanor involving moral turpitude; (vii) engaging in willful conduct materially injurious to the business, reputation or goodwill of the Company or any of the Company Entities; or (viii) any material violation of policies, practices or standards of behavior of the Company or any of the Company Entities (including those set forth in any Employee Handbook, Compliance Manual, or Code of Ethics). Notwithstanding the foregoing, in respect of subsections (ii) and (viii), Executive shall have ten (10) business days following written notice from the Company to cure the circumstances giving rise to Cause, provided that in the good faith judgment of the Company, such circumstances are non-recurring and susceptible to cure. View More

Cause. The Company's termination of the Executive's service with the Company within four (4) months after the Company has actual knowledge that the Executive has: (A) refused or failed, in any material respect, other than due to illness, injury, or absence authorized by the Company, to perform his duties or follow a lawful and reasonable directive of the Board which reasonably could be expected to be injurious to the Company or its Affiliated Companies, including the business or reputation of the... Company or its Affiliated Companies, (B) engaged in (1) activities involving his personal profit as a result of his dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation or breach of fiduciary duty, or (2) dishonest activities or willful misconduct involving the Executive's relations with the Company or its Affiliated Companies or any of their respective employees, customers or suppliers which reasonably could be expected to be injurious to the Company or its Affiliated Companies, including the business or reputation of the Company or its Affiliated Companies or the Executive's ability to perform the duties required hereunder; (C) committed larceny, embezzlement, conversion or any other act involving the misappropriation of Company or customer funds in the course of his employment; (D) been convicted of any crime which reasonably could affect in a materially adverse manner the reputation of the Company or the Executive's ability to perform the duties required hereunder; (E) committed an act involving gross negligence on the part of the Executive in the conduct of his duties hereunder which reasonably could be expected to be injurious to the Company or its Affiliated Companies, including the business or reputation of the Company or its Affiliated Companies or the Executive's ability to perform the duties required hereunder; (F) a violation (other than any insubstantial and inadvertent violation) of the Company's code of ethics, employee handbook or any other written policy adopted by the Board or the Holding Company Board, in each case as in effect from time to time; or (G) otherwise materially breached this Agreement to the substantial detriment of the Company View More

Cause. For purposes of this Agreement, Cause means, the good faith determination by the Company of any of the following: (i) your engaging in any acts of fraud, theft, or embezzlement involving the Company or its Affiliates; (ii) your willful or gross neglect of, or repeated refusal or failure to perform the material duties or responsibilities of your position, in each case, after delivery of written notice by the Company and your failure to cure such acts within 10 business days; (iii) your engaging... in any willful material act of dishonesty in connection with your responsibilities to the Company and/or any of its Affiliates; (iv) your indictment, including any plea of guilty or nolo contendere, of any felony or crime of moral turpitude which the Board reasonably determines is relevant to your position with the Company or is materially and demonstrably damaging to the reputation or business of the Company or its Affiliates; (v) any conduct or omission which could reasonably be expected to, or which does, cause the Company or any of its Affiliates material and demonstrable public disgrace, disrepute or economic harm; (vi) your material violation of any written policies or procedures of the Company; and/or (vii) your breach of any of the material terms of this Agreement or any other written agreement with the Company or its Affiliates. View More

Cause. That the Company makes a good faith determination that Employee has: (1) violated any Company policy or procedure that causes material harm or risk to the Company including but not limited to sexual harassment, misappropriation, or fraud; (2) been convicted of a crime which is injurious to the Company's operation or reputation; (3) engaged in a material breach of the Employee's employment agreement; (4) engaged in willful failure or willful inability to perform the Employee's duties under the... Employee's employment agreement; (5) engaged in any act or omission, which in any material way impairs the reputation, goodwill or business position of the Company; or (6) the Employee is prohibited by order of a government agency or court from being employed by the Company or any Company Affiliate in the role set forth in the Employee's employment agreement. A termination will not be for "Cause" to the extent such conduct is curable, unless Company shall have notified Employee in writing describing such conduct and prescribing conduct required to cure such conduct and Employee shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice. For purposes of this definition of Cause, no act or failure to act on the part of Employee shall be considered willful if it is done, or omitted to be done, by Employee in good faith and with a good faith belief that Employee's act or omission was in the best interests of Company. View More

Cause. Any one or more of the following: (i) Employee's conviction of (or plea of guilty or nolo contendere to) (A) any felony or (B) any misdemeanor involving fraud or dishonesty in connection with the performance of his duties hereunder or moral turpitude; (ii) the willful and continued failure of Employee to substantially perform his duties with the Company (other than any such failure resulting from illness or Disability) after a written demand for substantial performance from the Company is... delivered to Employee, which demand identifies the manner in which it is claimed Employee has not substantially performed his duties, (iii) Employee has willfully engaged in misconduct which has, or can reasonably be expected to have, a material adverse effect on the Group; or (iv) Employee's material breach of this Agreement or any other written agreement with the Group. No act or failure to act on Employee's part shall be considered "willful" unless Employee acted in bad faith or without a reasonable belief that Employee's action or omission was in the best interest of the Group. Solely to the extent that the Board determines in its reasonable discretion that the Cause conduct is curable, Employee shall have ten (10) business days after receipt of notice that the Group believes it has grounds to terminate Employee's employment for Cause to entirely cure the Cause conduct under subsections (ii) through (iv) above and its consequences to the satisfaction of the Board and thereby avoid termination of Employee's employment for Cause if so determined by the Board in its sole discretion. During any time period when the Group believes that (or is in the process of investigating whether) Employee may have committed an act of Cause (or has committed an act which could result in constituting Cause under any of the above subsection), the Company may in its discretion place Employee on a leave of absence and/or preclude Employee from utilizing Group resources or having access to Group premises. If after Employee's Termination Date which occurred due to a reason other than termination by the Company for Cause, the Group discovers that Employee's employment could have been terminated for Cause, then the Group may in its discretion recharacterize such termination as a termination for Cause View More