Cause

Cause. Any of the following: (i)Executive's conviction of or plea of nolo contendere to a felony or to any crime involving moral turpitude; (ii)willful misconduct or gross negligence by the Executive resulting, in either case, in material economic or reputational harm to the Company or any of Related Entities; (iii)a willful failure by the Executive to carry out the reasonable and lawful directions of the Board and failure by the Executive to remedy the failure within thirty (30) days after receipt of... written notice of same, by the Board; or (iv)fraud, embezzlement, theft or dishonesty of a material nature by the Executive against the Company or any Related Entity, or a willful material violation by the Executive of a policy or procedure of the Company or any Related Entity, resulting, in any case, in material, reputational or economic harm to the Company or any Related Entity; or (v) a willful material breach by the Executive of this Agreement and failure by the Executive to remedy the material breach within 30 days after receipt of written notice of same, by the Board. View More

Cause. One of the following reasons for which the Eligible Employee's employment with the Employer is terminated: (1) willful or grossly negligent misconduct that is materially injurious to the Employer; (2) embezzlement or misappropriation of funds or property of the Employer; (3) conviction of a felony or the entrance of a plea of guilty or nolo contendere to a felony; (4) conviction of any crime involving fraud, dishonesty, moral turpitude or breach of trust or the entrance of a plea of guilty or... nolo contendere to such a crime; or (5) failure or refusal by the Eligible Employee to devote full business time and attention to the performance of his duties and responsibilities if such breach has not been cured within 15 days after notice thereof is given to the Eligible Employee View More

Cause. (a) "Cause" means: (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or any Subsidiary (or any successor company);(ii) any violation or breach by the Participant of his or her employment agreement, consulting or other similar agreement with the Company or any Subsidiary (or successor company), if any;(iii) any actual or threatened violation or breach by the Participant of any non-competition, non-solicitation,... non-disclosure and/or other similar agreement with the Company or any Subsidiary (or successor company);(iv) any violation or breach by the Participant of any Company Policy;(v) any act by the Participant of dishonesty or fraud that injures the reputation or business of, or causes harm to, the Company or any Subsidiary (or successor company); (vi) the conviction of, or entry of a plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; or(vii) the Participant's impeding of, interfering with, or failing to reasonably cooperate with an investigation authorized by the Company or any Subsidiary or Affiliate;The good faith determination by the Committee of whether the Participant's employment or service was terminated for "Cause" shall be final and binding for all purposes hereunder. In the event of a Change of Control, upon and during the two (2) years following such Change in Control, clauses (i) through (v) above will be deemed to have the term "materiality" inserted as a qualifier to each instance of violation, breach or other misconduct by the Participant. View More

Cause. Any of the following: (i) Executive's gross negligence or continued failure to substantially perform his material duties as an employee of the Company (other than any such failure resulting from Executive's Permanent Disability); provided, that, to the extent such failure can be fully cured, the Company shall have provided Executive with at least 30 days' notice of such failure and Executive has not remedied the failure within the 30-day period; (ii) the Board's good faith determination that... Executive failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board (provided, that, to the extent such failure can be fully cured, the Company shall have provided Executive with at least 30 days' notice of such failure and Executive has not remedied the failure within the 30-day period); (iii) Executive's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony (excluding a motor vehicle speeding violation) or crime involving moral turpitude; (iv) Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its Affiliates') premises or while performing Executive's duties and responsibilities for the Company or its Affiliates; or (iv) Executive's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its Affiliates. Executive shall not be terminated for Cause unless reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board, and thereafter at least a majority of the Board (excluding Executive from both the numerator and the denominator) determines, in good faith, by affirmative vote or written consent that Executive shall be terminated for Cause. View More

Cause. Any of the following events or conduct preceding a termination of employment initiated by the Employer: (a) any act on the part of the Executive that constitutes, in the reasonable judgment of the Board, fraud or dishonesty toward the Employer, toward any employee, officer or director of the Employer, or toward any person doing business with the Employer; (b) the conviction of the Executive of any felony or any other crime involving moral turpitude (including a plea of nolo contendere) or an... indictment or criminal charge for such crime, if, in the judgment of the Board, such indictment or charge materially interferes with the Executive's discharge of his employment duties or obligations under this Agreement; (c) the Executive's diversion of any business opportunity from the Employer, or the Executive's entering into any transaction or contractual relationship with, or on behalf of, the Employer without the prior written consent of the Board, which constitutes a conflict of interest, impermissible self-dealing, or other violation of the Employer's policies or code of conduct; provided, however, such conduct will not constitute Cause unless the Board delivers to the Executive written notice setting forth (1) the conduct deemed to qualify as Cause, (2) reasonable remedial action that might remedy such objection, and (3) a reasonable time (not less than 30 days) within which the Executive may take such remedial action, and the Executive has not taken the specified remedial action with the specified reasonable time; (d) the Executive breaches any of the covenants contained in Sections 5, 6, 7 or 8 hereof; (e) the Executive fails to discharge his material duties and obligations contained in this Agreement; (f) the Executive engages in willful misconduct, including sexual harassment or abuse of alcohol or drugs, which materially and adversely affects the Executive's performance of his employment duties or materially endangers the reputation of the Bank or Company; or (g) conduct by the Executive that results in removal of the Executive as an officer or employee of the Employer pursuant to a written order by any regulatory agency with authority or jurisdiction over the Employer View More

Cause. (i) the continued willful failure by Executive to substantially perform his duties with the Company, (ii) the willful engaging by Executive in misconduct materially and demonstrably injurious to the Company or (iii) Executive's material breach of this Agreement; provided, that with respect to any breach that is curable by Executive, as determined by the Board in good faith, the Company has provided Executive written notice of the material breach and Executive has not cured such breach, as... determined by the Board in good faith, within fifteen (15) days following the date the Company provides such notice. View More

Cause. For termination shall exist if Executive (i) willfully and continually fails to substantially perform Executive's duties (other than as a result of incapacity or temporary or Permanent Disability) for the Bank as described in the most recent written description of such duties maintained by the Bank's personnel department or as communicated to Executive after a written demand for substantial performance is delivered to Executive by the Board specifically identifying the manner in which the Board... believes that Executive has not substantially performed his duties; or (ii) in the good faith determination of the Board, engaged in gross misconduct constituting a violation of law or breach of fiduciary duty which misconduct is materially and demonstrably injurious to the Bank. Executive shall not be deemed to have breached Executive's responsibilities as an officer or director of the Bank or Bancorp and thereby to have forfeited entitlement to the Severance Payment if he expresses publicly his opposition to such transaction or proposed transaction, solicits votes or proxies from shareholders of Bancorp against the transaction or otherwise solicits or encourages others to oppose such transaction. View More

Cause. (i) Executive's willful and deliberate refusal to follow a lawful material directive from the Board; (ii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by the Executive that results in a substantial gain or personal enrichment of the Executive at the expense of the Company; (iii) the Executive's violation of a federal or state law or regulation applicable to the Company's business, which violation was or is reasonably likely to be... materially injurious to the Company; (iv) the Executive's conviction of, or a plea of nolo contendre or guilty to, a felony under the laws of the United States or any state; or (v) the Executive's material breach of the terms of this Agreement or the Confidentiality Agreement; provided, however, in each case of (i) through (v), the Board provides written notice to the Executive of the specific act(s) alleged to constitute 'Cause' and the Executive failures to cure such act(s) within thirty (30) days after the Executive's receipt of such written notice. View More

Cause. As determined by the Board or its designee, (i) commission of a felony by the Participant or a misdemeanor (excluding petty offenses) involving fraud, dishonesty or moral turpitude; (ii) the Participant's failure (other than as a result of incapacity due to mental or physical impairment) to perform his or her material duties for the Company Group to the reasonable satisfaction of the Board or the managing board of any other member of the Company Group; (iii) acts of dishonesty by the... Participant resulting or intending to result in personal gain or enrichment at the expense of the Company Group; (iv) the Participant's breach of any material written policy of the Company Group applicable to the Participant; (v) the Participant's failure to follow the lawful written directions of the Chief Executive Officer of the Company, the Board or the person to whom the Participant reports; (vi) conduct by the Participant in connection with the Participant's duties that is fraudulent, grossly negligent or otherwise materially injurious to the Company Group; or (vii) breach of restrictive covenants under which the Participant is subject; provided, that, in the event that the Participant is subject to an Employment Agreement that contains a definition of "cause," "Cause" under the Plan shall have the meaning set forth in such Employment Agreement View More

Cause. One or more of the following events: (i) your conviction of, or the entry of a pleading of guilty or nolo contendere to, any crime involving (A) fraud or embezzlement, or (B) any felony; (ii) your willful failure to perform (other than by reason of disability), or gross negligence in the performance of, your duties and responsibilities as set forth in your job description; (iii) a material breach by you of any provision of this Agreement, the Restrictive Covenant Agreement, or any of the other... agreements you have with the Company; or (iv) material fraudulent conduct by you with respect to the Company View More