Cause

Cause. Means (i) Executive's material breach of the terms of any agreement between Executive and Holdings or Altra; (ii) Executive's willful failure or refusal to perform material duties as Chief Financial Officer; (iii) Executive's willful insubordination or disregard of the legal directives of the Board or the Chief Executive Officer which are not inconsistent with the scope, ethics and nature of Executive's duties and responsibilities; (iv) Executive's engaging in misconduct which has a material... adverse impact on the reputation, business, business relationships or financial condition of the Companies; (v) Executive's commission of an act of fraud or embezzlement against the Companies or any of their Subsidiaries; or (vi) any conviction of, or plea of guilty or nolo contendere by Executive with respect to a felony (other than a traffic violation), a crime involving moral turpitude, fraud or misrepresentation; provided, however, that Cause shall not be deemed to exist under any of the clauses (i), (ii), or (iii) unless Executive has been given reasonably detailed written notice of the grounds for such Cause and Executive has not effected a cure within twenty (20) days of the date of receipt of such notice. View More

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 Board after a written demand is delivered to the Employee that specifically identifies the manner in which 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 violation of this Agreement, the Employment Agreement (as defined below), the Confidentiality Agreement (as defined below), or any other agreement between the Employee and the Company, if such violation persists after the Employee has received due notice of and sufficient opportunity to cure the same of at least thirty (30) business days duration, unless the nature of the violation makes such procedure clearly futile, prejudicial to the interests of the Company, business or professional associates or clients, or otherwise unreasonable or impracticable under the circumstances. Notwithstanding the foregoing, a vote of at least 67% of the non-employee members of the Board shall be required to determine whether the conduct described in subparagraph (i)-(vii) constitutes Cause, which determination shall be made in the sole discretion of the Board and which shall be final and binding on all persons. If grounds for termination for Cause are subsequently found by the Employer to have existed prior to termination of employment, the provisions of this Section 1.1 shall apply notwithstanding any prior voluntary termination of employment by the Employee. View More

Cause. A finding by the Committee of acts or omissions constituting, in the Committee's reasonable judgment, (a) a breach of duty by the Participant in the course of his employment involving fraud, acts of dishonesty (other than inadvertent acts or omissions), disloyalty, or moral turpitude; (b) conduct by the Participant that is materially detrimental to the Company, monetarily or otherwise, or reflects unfavorably on the Company or the Participant to such an extent that the Company's best interests... reasonably require the termination of the Participant's employment; (c) acts or omissions of the Participant materially in violation of his obligations at law; (d) the Participant's failure to comply with or adhere to the Company's policies concerning equal employment opportunity, including engaging in sexually or otherwise harassing conduct; (e) the Participant's repeated insubordination; (f) the Participant's failure to comply with or enforce personnel policies of the Company; (g) the Participant's failure to devote his full working time and best efforts to the performance of his responsibilities to the Company; or (h) the Participant's conviction of, or entry of a plea agreement or consent decree or similar arrangement with respect to, a felony, other serious criminal offense, or any violation of federal or state securities laws View More

Cause. (i) Executive's conviction of, plea of guilty to, or plea of nolo contendere to a felony or other crime that involves fraud or dishonesty; (ii) Any willful action or omission by Executive which would constitute grounds for immediate dismissal under the employment policies of the Company; (iii) Executive's habitual neglect of duties, including, but not limited to, repeated absences from work without reasonable excuse; or (iv) Executive's willful and intentional material misconduct in the... performance of his duties that results in financial detriment to the Company or any subsidiary of the Company; An Executive who agrees to resign from his affiliation with the Company or a subsidiary of the Company in lieu of being terminated for Cause may be deemed to have been terminated for Cause for purposes of this Plan View More

Cause. (i) any failure by an Optionee to materially conform to the Company's Standards of Conduct; (ii) an Optionee's continued failure or refusal to perform his or her duties to Company or any Subsidiary (except when prevented by reason of illness, disability or approved leave of absence); (iii) an Optionee willfully engaging in conduct that is, in the good faith judgment of the Board or Administrator, demonstrably and materially detrimental to the Company or any Subsidiary, financially,... reputationally, or otherwise; (iv) an illegal or negligent act by an Optionee that adversely affects the Company or any Subsidiary in a material way; or (v) conviction of an Optionee of a felony involving moral turpitude. For purposes of this Plan, if an Optionee's termination of employment occurs for any reason other than Cause, and the Company thereafter discovers additional facts that the Company was not aware of as of the date of termination that would have justified a termination of employment for Cause, and if the Administrator provides the Optionee with written notice stating the newly discovered facts that support a termination for Cause within 90 days after the applicable date of termination, then the Optionee's termination of employment will be deemed for all purposes under this Plan to be a termination of employment for Cause. View More

Cause. For purposes of this offer letter, "Cause" shall mean: (1) your gross negligence in the performance of or failure to perform the duties and obligations of your position with the Company or under this offer letter (for reasons other than death or Disability), which gross negligence, if curable within the discretion of the Company's Board of Directors, is not cured to the reasonable satisfaction of the Company's Board of Directors within thirty (30) days after receipt of written notice from the... Board of Directors of such failure; (ii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or any unlawful act committed by you that results in your substantial gain or personal enrichment at the expense of the Company; (iii) your violation of a federal or state law or regulation applicable to the Company's business; (iv) your violation of or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (v) your material breach of the terms of this offer letter or the Confidentiality Agreement. View More

Cause. (i) the Employee's willful and repeated failure to comply with the lawful written directions of the Board, after receiving written notice of such failure; (ii) the Employee's gross negligence or willful misconduct in the performance of his duties; or (iii) the conviction of or entry of a plea of nolo contendere or guilty to a (x) felony or (y) a crime causing demonstrable harm to the Company.

Cause. Executive's: (i) Breach or willful neglect of his duties and responsibilities; (ii) Conviction for a felony offense or a misdemeanor offense involving moral turpitude under the laws of the United States or any state; (iii) Material breach of this Agreement; (iv) Acts of fraud, dishonesty, misappropriation or embezzlement committed by Executive which result in his personal enrichment or which damages or harms the Bank or Bancorp; (v) Breach of Executive's duty of loyalty and/or fiduciary duties;... and (vi) Repeated willful failure to comply with Bank's orders or directives or company rules, regulations, policies, procedures or practices View More

Cause. Means any of the following: (i) the willful commission by the Executive of acts that are dishonest and demonstrably and materially injurious to the Company or any of its Affiliates, monetarily or otherwise; (ii) the conviction of the Executive for a felonious act resulting in material harm to the financial condition or business reputation of the Company or any of its Affiliates; (iii) a breach of any of the covenants set forth in Section 4 of this Agreement; or (iv) the Executive's... continuous failure to perform his duties as Senior Managing Director and Chief Risk Officer in a manner consistent with the standard which he performs such duties as of the date of this Agreement, provided that the Committee has notified the Executive in writing of the respects in which it believes he has failed to perform satisfactorily and has provided the Executive with at least 20 business days to correct such failure. It shall not be a basis to terminate the Executive's employment for Cause under this clause (iv) solely as a result of a risk assessment by or attributable to the Executive that subsequently results in liability to the Company if, in making such assessment, the Executive acted in good faith and in the ordinary course of his duties to the Company and with the reasonable care and diligence customarily applied by risk-management professionals to such matters. View More

Cause. Executive has engaged in any act of unethical conduct, willful misconduct, fraud or embezzlement, any unauthorized disclosure of confidential information or trade secrets, or any other act that is materially and demonstrably detrimental to the Company.