Cause

Cause. For purposes of this Agreement, "Cause" means: (i) Executive's failure to perform his assigned duties or responsibilities as an employee (other than a failure resulting from Executive's Disability) after written notice thereof from the Company describing Executive's failure to perform such duties or responsibilities; (ii) Executive engaging in any act of dishonesty, fraud or misrepresentation with respect to the Company; (iii) Executive's violation of any federal or state law or regulation... applicable to the business of the Company or its affiliates; (iv) Executive's breach of any confidentiality agreement or invention assignment agreement (including, but not limited to, the Confidential Information Agreement) between Executive and the Company (or any affiliate of the Company); or (v) Executive being convicted of, or entering a plea of nolo contendere to, any crime. For purposes of clarity, Executive's termination of employment due to death or Disability is not, by itself, deemed to be a termination by the Company other than for Cause or a resignation for Good Reason. View More

Cause. The meaning ascribed to such term or words of similar import in Participant's written employment or service contract with the Company or Bank Corporation and, in the absence of such agreement or definition, means Participant's: Participant's (i) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company, the Bank or Corporation, any affiliate, customer or vendor; (iii) personal... dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty that which involves personal profit; (iv) willful misconduct in connection with Participant's duties or willful failure to perform Participant's responsibilities in the best interests of the Company or Bank; Corporation; (v) illegal use or distribution of drugs; (vi) violation of any Company, Bank or Affiliate Corporation rule, regulation, procedure or policy; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by Participant for the benefit of the Company, Bank or Affiliate, Corporation, all as determined by the Administrator, which determination will be conclusive View More

Cause. For termination by the Company of the Executive's employment shall mean (i) the willful and continued persistent failure by the Executive to substantially perform the Executive's duties with the Company as such duties were in effect prior to any change therein constituting Good Reason (other than any such failure resulting from the Executive's incapacity due to physical or mental illness illness, Disability (as defined in the Employment Agreement, by and between the Executive and the Company,... dated as of April 1, 2016, as amended from time to time), or any such failure after the occurrence of an event constituting Good Reason for resignation by the Executive) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties, provided that such failure will constitute Cause only if it remains uncured for more than thirty (30) days following receipt by the Executive of such written demand from the Board; (ii) the engaging by the Executive in willful and persistent conduct which is demonstrably and materially injurious to the Company or its subsidiaries, monetarily or otherwise, provided that such conduct will constitute Cause only if it remains uncured for more than thirty (30) days following receipt by the Executive of a written demand from the Board to cease such conduct; or (iii) the Executive's insubordination, as defined from time to time by the Board, provided that insubordination will constitute Cause only if it remains uncured for more than thirty (30) days following receipt by the Executive of a written demand from the Board to cease such insubordination; or (iv) the Executive's conviction of (a) a felony or (b) a crime involving fraud, dishonesty dishonesty, or moral turpitude. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company. The Company shall notify the Executive in a writing that specifically identifies the provision of any employment termination purporting the Cause definition that applies, and must provide the Executive a reasonable period (not less than thirty (30) days) in which to respond and/or cure such alleged grounds to the Board's satisfaction; and provided further that the Executive shall thereafter be for Cause on or granted the opportunity within a reasonable period (not more than thirty (30) days) to appear before the date of Board, with counsel, to address any such termination, claimed grounds, during which writing shall describe with specificity period the conduct alleged to constitute Cause for Company may not implement such termination. Any purported termination of employment by the Company for Cause which does not satisfy the applicable requirements of this Section 15(F) shall be conclusively deemed to be a termination of employment by the Company without Cause for purposes of this Agreement. To the extent that this definition of "Cause" is more beneficial to the Executive than any definition of "Cause" in any granting document relating to his stock options, restricted stock units, or performance shares, the Board shall take any such necessary steps to ensure that this definition, and not any more restrictive definition contained in any granting document, shall apply. View More

Cause. (i) the Executive's conviction of, or plea of nolo contendere to, a felony (other than in connection with a traffic violation) under any state or federal law; (ii) the Executive's continued and willful failure to perform his her job functions hereunder or carry out a lawful directive from the Board that does not conflict with the provisions of this Agreement; Board; (iii) an act of fraud or willful and material misconduct by the Executive; (iv) a material breach of the Non-Compete Agreement; Section 4 or Section 7(d)(i)(B) or (C); (v) the hiring of any person who was an employee of the Company Employer within 180 days prior to such hiring, other than to perform services for the benefit of the Company; Employer; or (vi) the commission of an act involving moral turpitude which has a material adverse effect on the reputation of the Company. Anything herein to the contrary notwithstanding, the Executive shall not be terminated for "Cause" hereunder unless as to clause (ii) of this paragraph, he she is given 20 days to cure the neglect or conduct that is the basis of such claim. View More

Cause. (a) the commission of a felony or a crime involving moral turpitude or the commission of fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (b) grossly negligent or willful conduct, including any act or omission involving dishonesty, tending to bring the Company or any of its Subsidiaries into substantial public disgrace or disrepute, (c) substantial and repeated failure (other than any such failure resulting from Executive's illness, disability... or incapacity) to perform the material duties of the office held by Executive as reasonably directed by the Board, provided that a failure to attain financial, strategic or other objectives is not, in and of itself, a failure to perform material duties, (d) gross negligence or willful misconduct in connection with Executive's employment with the Company that causes material harm to the Company or any of its Subsidiaries, provided that conduct is not "willful" ''willful" if taken in good faith and with a reasonable belief that such conduct was in the best interests of the Company, or (e) any material breach of Sections 5, 6 5,Q or 7 or 1or the first, second (with respect to compliance with the Company's and its Affiliates' policies and procedures) and fourth sentences of Section 2(b). View More

Cause. Means (i) the commission by the Participant of any act or omission that would constitute a felony or any crime of moral turpitude under Federal law or the law of the state or foreign law in which such action occurred, (ii) dishonesty, disloyalty, fraud, embezzlement, theft, disclosure of trade secrets or confidential information or other acts or omissions that result in a breach of fiduciary or other material duty to the Company and/or a Subsidiary; or Subsidiary, (iii) continued reporting to... work or working under the influence of alcohol, an illegal drug, an intoxicant or a controlled substance which renders Participant incapable of performing his or her material duties to the satisfaction of the Company and/or its Subsidiaries. Subsidiaries, or (iv) the Participant's substantial disregard in the performance of the Participant's duties and/or responsibilities with respect to the Company and/or a Subsidiary, which disregard shall continue after notice to the Participant and a reasonable opportunity to cure such behavior. Notwithstanding the foregoing, if the Participant and the Company or the Affiliate have entered into an employment or services agreement which defines the term " Cause " "Cause" (or a similar term), such definition shall govern for purposes of determining whether such Participant has been terminated for Cause for purposes of this Plan. The determination of Cause shall be made by the Administrator, in its sole discretion. View More

Cause. The term 'Cause' "Cause" shall mean any of the following: (i) Failure by Executive, Employee, other than by reason of disability, to substantially perform duties consistent with those expected of a person holding Executive's Employee's position within twenty (20) business days following Executive's Employee's receipt of written notice of such failure (which notice shall have been authorized by the Board and shall set forth in reasonable detail the purported failure to perform and the specific... steps to cure such failure, which shall be consistent with the terms hereof); (ii) Executive's Employee's misappropriation of the Company's funds or willful misconduct which results in material damage to the Company; or (iii) Executive's Employee's conviction of, or plea of nolo contendere to, any crime constituting a felony under the laws of the United States or any State thereof, or any crime constituting a misdemeanor under any such law involving moral turpitude. View More

Cause. Shall have the meaning set forth in the Employment Agreement; provided that if the Executive Grantee has no employment agreement with such definition, then "Cause" shall mean the occurrence of any of the following: (i) the Committee, in good faith, determines that the Executive Grantee has engaged, during the performance of his or her duties, in significant objective acts or omissions constituting dishonesty, willful misconduct or gross negligence relating to the business of the Company or (ii)... a plea of guilty or nolo contendere by the Executive, Grantee, or conviction of the Executive, Grantee, for a felony. felony View More

Cause. Shall mean that: (i) the Optionee has committed a deliberate and premeditated act against the interests of the Company including, without limitation, limitation: an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company's business; or (ii) the Optionee has been convicted by a court of competent jurisdiction of, or... pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or (iii) the Optionee has failed to perform or neglected the material duties incident to his employment or other engagement with the Company on a regular basis; basis, and such refusal or failure shall have continued for a period of twenty (20) days after written notice to the Optionee specifying such refusal or failure in reasonable detail; or (iv) the Optionee has been chronically absent from work (excluding vacations, illnesses, Disability or leaves of absence approved by the Board); or (v) the Optionee has refused, after explicit written notice, to obey any lawful resolution of or direction by the Board which is consistent with the duties incident to his employment or other engagement with the Company; Company and such refusal continues for more than twenty (20) days after written notice is given to the Optionee; (vi) the Optionee has materially breached any of the terms contained in any employment agreement, non-competition agreement, confidentiality agreement or (vi) similar type of agreement to which such Optionee is a party; or (vii) the Optionee has engaged in (x) the unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or (y) habitual drunkenness; provided, however, that no drunkenness. Any voluntary termination shall be for Cause under clauses (iii) of employment or (v) above until other engagement by the Optionee shall have been provided an opportunity (not to exceed 30 days) to cure any act or failure to act alleged to constitute Cause after a written demand shall have been delivered to the Optionee specifying the alleged act or failure to act and the Optionee fails to cure such action or inaction. Any Voluntary Termination in anticipation of an involuntary termination of the Optionee's employment for Cause shall be deemed to be a termination for "Cause." In the event that an Optionee is party to an employment, severance or similar agreement with the Company or any of its Affiliates and such agreement contains a definition of "Cause," the definition of "Cause" set forth above shall be deemed replaced and superceded, superseded, with respect to such Optionee, by the definition of "Cause" used in such employment employment, severance or similar agreement. View More

Cause. The term 'Cause' when used herein in conjunction with termination of employment (or other service relationship) means (i) if the Grantee Optionee is a party to an employment or similar agreement with the Company which defines 'cause' (or a similar term), the meaning set forth in such agreement (other than death or Disability), or (ii) otherwise, termination by the Company of the employment (or other service relationship) of the Grantee Optionee by reason of the Grantee's Optionee's (1)... intentional failure to perform reasonably assigned duties, (2) dishonesty or willful misconduct in the performance of his duties, (3) involvement in a transaction which is materially adverse to the Company, (4) breach of fiduciary duty involving personal profit, (5) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (6) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company, or (7) material breach of any provision of the Plan, the Grantee's Award Optionee's Option Agreement or any other written agreement between the Grantee Optionee and the Company, in each case as determined in good faith by the Board, whose determination shall be final, conclusive and binding on all parties. View More

Cause. The term 'Cause' when used herein in conjunction with termination of employment (or other service relationship) means (i) if the Grantee Optionee is a party to an employment or similar agreement with the Company which defines 'cause' (or a similar term), the meaning set forth in such agreement (other than death or Disability), or (ii) otherwise, termination by the Company of the employment (or other service relationship) of the Grantee Optionee by reason of the Grantee's Optionee's (1)... intentional failure to perform reasonably assigned duties, (2) dishonesty or willful misconduct in the performance of his duties, (3) involvement in a transaction which is materially adverse to the Company, (4) breach of fiduciary duty involving personal profit, (5) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (6) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company, or (7) material breach of any provision of the Plan, the Grantee's Award Optionee's Option Agreement or any other written agreement between the Grantee Optionee and the Company, in each case as determined in good faith by the Board, whose determination shall be final, conclusive and binding on all parties. View More