Cause

Cause. With respect to any Employee or Consultant: Consultant, unless the applicable Award Agreement states otherwise: (a) If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral... turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that results in brings or is reasonably likely to result in harm to the reputation or business of bring the Company or any of its Affiliates; an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; or (iv) material violation of state or federal securities laws. laws; or (v) material violation of the Company's written policies or codes of conduct. With respect to any Director, unless the applicable Award Agreement states otherwise, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director's appointment; (d) wilful willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. View More

Cause. With respect to any Employee or Consultant: (a) If if the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If if no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving fraud, embezzlement or any other act of moral turpitude or the commission... of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; (iv) material breach of any employment, consulting, advisory, nondisclosure, non-solicitation, non-competition or (iv) similar agreement with the Company or its Affiliates; or (v) material violation of state or federal securities laws. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) (b) false or fraudulent misrepresentation inducing the director's Director's appointment; (d) wilful or (c) willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. funds. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. View More

Cause. With respect to any Employee or Consultant: (a) If if the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If if no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving fraud, embezzlement or any other act of moral turpitude or the commission... of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; (iv) material breach of any employment, consulting, advisory, nondisclosure, non-solicitation, non-competition or (iv) similar agreement with the Company or its Affiliates; or (v) material violation of state or federal securities laws. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) (b) false or fraudulent misrepresentation inducing the director's Director's appointment; (d) wilful or (c) willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. funds. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. Cause View More

Cause. For purposes of this Agreement, 'Cause' “Cause” for termination will mean: (a) (i) a material breach of any of Executive's Executive’s obligations or duties pursuant to this Agreement or the Confidentiality Restrictive Covenant Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notification by the Company; (b) (ii) gross negligence or negligence, willful misconduct or breach of fiduciary duty in the course of employment; (c) (iii) any... action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or (d) (iv) a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company. Company; or (v) commission of, conviction or indictment for, or plea of no contest to, any felony (or state law equivalent) or any crime involving moral turpitude. View More

Cause. For purposes of this Agreement, 'Cause' for termination will mean: (a) (i) a material breach of any of Executive's obligations or duties pursuant to this Agreement or the Confidentiality Restrictive Covenant Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notification by the Company; (b) (ii) gross negligence or negligence, willful misconduct or breach of fiduciary duty in the course of employment; (c) (iii) any action or activity that... is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or (d) (iv) a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company. Company; or (v) commission of, conviction or indictment for, or plea of no contest to, any felony (or state law equivalent) or any crime involving moral turpitude. View More

Cause. For purposes of this Agreement, 'Cause' "Cause" for termination will mean: (a) (i) a material breach of any of Executive's obligations or duties pursuant to this Agreement or the Confidentiality Restrictive Covenant Agreement, which remains uncured seven days after Executive becomes aware of the breach by formal written notification by the Company; (b) (ii) gross negligence or negligence, willful misconduct or breach of fiduciary duty in the course of employment; (c) (iii) any action or... activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; or (d) (iv) a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company. Company; or (v) commission of, conviction or indictment for, or plea of no contest to, any felony (or state law equivalent) or any crime involving moral turpitude. View More

Cause. As defined in such Holder's employment agreement with the Company if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause means (i) the Holder's unauthorized use or disclosure of confidential information or trade secrets of the Company; Company or any other material breach of a written agreement between the Holder and the Company, including without limitation a material breach of any... employment or confidentiality agreement; (ii) the Holder's conviction of, or the entry commission of a plea felony or commission of guilty any other crime involving dishonesty or nolo contendere by the Holder to, a felony moral turpitude under the laws of the United States or any state thereof or a crime involving moral turpitude; thereof; (iii) the Holder's gross negligence or willful misconduct or the Holder's continued willful or repeated failure or refusal to substantially perform assigned duties after receiving notification thereof from the Company, which failure is not cured within ten (10) days of receipt of such notification; or duties; (iv) an any act of fraud fraud, embezzlement, misappropriation or dishonesty committed by the Holder against the Company; or (v) any acts, omissions or statements by a Holder which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company. View More

Cause. As With respect to any Holder, means "Cause" as defined in such Holder's employment agreement with the Company if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause means (i) the Holder's unauthorized use use, dissemination or disclosure disclosure, whether or not intentional, of confidential information or trade secrets of the Company; (ii) the Holder's conviction of, of or the entry... of a plea of guilty or nolo contendere by the Holder to, a felony under the laws of the United States or any state thereof thereof, or a any crime involving moral turpitude; (iii) the Holder's gross negligence or willful misconduct or the Holder's continued failure to perform assigned duties after receiving notification thereof from the Company, which failure is not cured within ten (10) days of receipt of such notification; duties; or (iv) an act of fraud or dishonesty committed by the Holder against the Company. View More

Cause. As With respect to any Holder, means "Cause" as defined in such Holder's employment agreement with the Company if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause means (i) the Holder's unauthorized use or disclosure of confidential information or trade secrets of the Company; Company or any other material breach of a written agreement between the Holder and the Company, including... without limitation a material breach of any employment or confidentiality agreement; (ii) the Holder's conviction of, or the entry commission of a plea felony or commission of guilty any other crime involving dishonesty or nolo contendere by the Holder to, a felony moral turpitude under the laws of the United States or any state thereof or a crime involving moral turpitude; thereof; (iii) the Holder's gross negligence or willful misconduct or the Holder's continued willful or repeated failure or refusal to substantially perform assigned duties after receiving notification thereof from the Company, which failure is not cured within ten (10) days of receipt of such notification; or duties; (iv) an any act of fraud fraud, embezzlement, misappropriation or dishonesty committed by the Holder against the Company; or (v) any acts, omissions or statements by a Holder which the Company reasonably determines to be detrimental or damaging to the reputation, operations, prospects or business relations of the Company. View More

Cause. Shall mean (i) the continued failure of the Executive to perform his duties with the Bank (other than any such failure resulting from Disability), after a demand for performance, pursuant to a resolution of the Bank's Board of Directors, is delivered to the Executive by the Chair of the Board of Directors of the Bank, which specifically identifies the manner in which the Executive has not performed his duties, (ii) the personal dishonesty, incompetence, willful misconduct, breach of fiduciary... duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses); or (iii) the removal of the Executive for cause by or at the direction of the Federal Housing Finance Board Agency pursuant to federal laws, rules and regulations, including 12 U.S.C. 1422b(a)(2), §4501 et. seq. as amended or by any successor agency to the Federal Housing Finance Board Agency pursuant to a similar statute. View More

Cause. Shall mean (i) the continued failure of the Executive to perform his duties with the Bank (other than any such failure resulting from Disability), disability (within the meaning of the Bank's long-term disability plan), after a demand for performance, pursuant to a resolution of the Bank's Board of Directors, is delivered to the Executive by the Chair of the Board of Directors of the Bank, which specifically identifies the manner in which the Executive has not performed his duties, duties; (ii)... the personal dishonesty, incompetence, willful misconduct, gross negligence, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses); or (iii) the removal of the Executive for cause by the Federal Housing Finance Board Agency or any successor thereto (the "Finance Agency") pursuant to 12 U.S.C. 1422b(a)(2), 1422b(a)(2) or by regulations promulgated thereunder, any successor agency or similar statute to the Federal Housing Finance Board pursuant to a similar statute. 12 U.S.C. 1422b(a)(2) or regulations promulgated thereunder. View More

Cause. Shall mean (i) the continued failure of the Executive to perform his duties with the Bank (other than any such failure resulting from Disability), disability (within the meaning of the Bank's long-term disability plan), after a demand for performance, pursuant to a resolution of the Bank's Board of Directors, is delivered to the Executive by the Chair of the Board of Directors of the Bank, which specifically identifies the manner in which the Executive has not performed his duties, duties; (ii)... the personal dishonesty, incompetence, willful misconduct, gross negligence, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses); or (iii) the removal of the Executive for cause by the Federal Housing Finance Board Agency or any successor thereto (the "Finance Agency") pursuant to 12 U.S.C. 1422b(a)(2), 1422b(a)(2) or by regulations promulgated thereunder, any successor agency or similar statute to the Federal Housing Finance Board pursuant to a similar statute. 12 U.S.C. 1422b(a)(2) or regulations promulgated thereunder. View More

Cause. Shall mean Means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from of Directors of the Board; Company (the "Board"); or (iii) intentional breach of Company... confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered "intentional or willful" unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. View More

Cause. Shall mean Means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; stockholders, (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from the Board; or (iii) intentional breach of Company confidential information... obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered "intentional or willful" unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. View More

Cause. Shall mean Means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; stockholders, (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board that is not cured within thirty (30) days following written notice from the Board; or (iii) intentional breach of Company confidential information... obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered "intentional or willful" unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. View More

Cause. (a) a good faith finding by the Company that (i) the Executive has failed to substantially perform his or her reasonably assigned duties for the Company, or (ii) the Executive has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the Company, (b) the conviction of the Executive of, or the entry of a pleading plea of guilty or nolo contendere by the Executive to, any felony or felony, (c) breach by the... Executive of any material provision of this Agreement, any invention and non-disclosure agreement, non-competition and non-solicitation agreement Agreement or other agreement with the Company, which Company (which breach is not cured within thirty 30 days following written notice thereof. by the Company thereof), or (d) breach by the Executive of the Non-Compete Agreement or NDA. View More

Cause. (a) a good faith finding by the Company that (i) the Executive Employee has failed to substantially perform his or her reasonably assigned duties for the Company, or (ii) the Executive Employee has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the Company, (b) the conviction of the Executive Employee of, or the entry of a pleading of guilty or nolo contendere by the Executive Employee to, any crime... involving moral turpitude or any felony or (c) breach by the Executive Employee of any material provision of this Agreement, any invention and non-disclosure agreement, non-competition and non-solicitation agreement or other agreement with the Company, which breach is not cured within thirty days written notice thereof. View More

Cause. (a) a good faith finding by the Company that (i) the Executive Employee has failed to substantially perform his or her reasonably assigned duties for the Company, Company and has failed to remedy such failure within ten days following notice from the chief executive officer of the Company or (ii) the Executive Employee has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the Company, (b) the conviction... of the Executive Employee of, or the entry of a pleading of guilty or nolo contendere by the Executive Employee to, any crime involving moral turpitude or any felony or (c) breach by the Executive Employee of any material provision of this Agreement, any invention and non-disclosure agreement, non-competition and non-solicitation agreement or other agreement with the Company, which breach is not cured within thirty days written notice thereof. View More

Cause. Any of the following grounds for termination of Executive's employment: (a) Executive shall have been convicted (a)Executive's conviction of, or plea of guilty or nolo contendere to, a felony; (b) Executive intentionally and continually fails felony, any crime of moral turpitude or any crime involving the Company; (b)Executive's engagement in fraud, misappropriation or embezzlement; (c)Executive's material breach of any published code of conduct or code of ethics of the Company or any affiliate... of the Company; (d)Executive's gross negligence or willful misconduct in the performance of his duties; -7- #56956674 v6 (e)Executive's continual failure to substantially to perform his reasonably assigned material duties to the Company (other than a failure resulting from Executive's incapacity due to physical or mental illness), which and such failure has been materially and demonstrably detrimental to the Company and has continued for a period of at least 30 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Company, has been delivered to Executive specifying the manner in which Executive has failed to substantially to perform; or (c) Executive breaches (f)Executive's breach of Section 5 of this Agreement. View More

Cause. Any of the following grounds for termination of the Executive's employment: (a) (i) The Executive shall have been convicted of a felony; (b) felony, or any crime involving fraud or embezzlement; (ii) The Executive intentionally and continually fails to substantially to perform his reasonably assigned material duties to the Company (other than a failure resulting from the Executive's incapacity due to physical or mental illness), which failure has been materially and demonstrably detrimental to... the Company and has continued for a period of at least 30 days after a written notice of demand for substantial performance, signed by a duly authorized officer majority of the Company, independent members of the Board, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform; or (c) (iii) The Executive breaches is determined, through the processes set forth in Section 9, to have materially breached Section 5. of this Agreement. View More

Cause. Any of the following grounds for termination of Executive's employment: (a) Executive shall have been convicted Executive's commission of, or indictment for, or formal admission to a felony, or any crime of a felony; moral turpitude, dishonesty, or breach of the Company's code of ethics, or any crime involving the Company; (b) Executive intentionally and continually fails Executive's engagement in fraud, misappropriation or embezzlement; (c) Executive's continual failure to substantially to... perform his reasonably assigned material duties to the Company (other than a failure resulting from Executive's incapacity due to physical or mental illness), which and such failure has been materially and demonstrably detrimental to the Company and has continued for a period of at least 30 days after a written notice of demand for substantial performance, demand, signed by a duly authorized officer of the Company, has been delivered to Executive specifying the manner in which Executive has failed to substantially to perform; or (c) Executive breaches (d) Executive's breach of Section 5 of this Agreement. View More

Cause. (i) (a) gross negligence or willful misconduct in the performance of duties to the Company (other than as a result of a disability) that has resulted or is likely to result in substantial and material damage to the Company, after a demand for substantial performance is delivered by the Company which specifically identifies the manner in which it believes the Designated Executive has not substantially performed his/her duties and provides the Designated Executive with a reasonable opportunity to... cure any alleged gross negligence or willful misconduct; (ii) (b) commission of any act of fraud with respect to the Company or its affiliates; or (iii) (c) conviction of a felony or a crime involving moral turpitude causing material harm to the business and affairs of the Company. No act or failure to act by the Designated Executive shall be considered "willful" if done or omitted by the Designated Executive in good faith with reasonable belief that such action or omission was in the best interest of the Company. View More

Cause. (i) gross negligence or willful misconduct in the performance of duties to the Company (other than as a result of a disability) that has resulted or is likely to result in substantial and material damage to the Company, after a demand for substantial performance is delivered by the Company which specifically identifies the manner in which it believes the Designated Executive Beneficiary has not substantially performed his/her duties and provides the Designated Executive Beneficiary with a... reasonable opportunity to cure any alleged gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to the Company or its affiliates; or (iii) conviction of a felony or a crime involving moral turpitude causing material harm to the business and affairs of the Company. No act or failure to act by the Designated Executive Beneficiary shall be considered "willful" if done or omitted by the Designated Executive Beneficiary in good faith with reasonable belief that such action or omission was in the best interest of the Company. View More

Cause. (i) gross negligence or willful misconduct in the performance of duties to the Company (other than as a result of a disability) that has resulted or is likely to result in substantial and material damage to the Company, after a demand for substantial performance is delivered by the Company which specifically identifies the manner in which it believes the Designated Executive Beneficiary has not substantially performed his/her duties and provides the Designated Executive Beneficiary with a... reasonable opportunity to cure any alleged gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to the Company or its affiliates; or (iii) conviction of a felony or a crime involving moral turpitude causing material harm to the business and affairs of the Company. No act or failure to act by the Designated Executive Beneficiary shall be considered "willful" if done or omitted by the Designated Executive Beneficiary in good faith with reasonable belief that such action or omission was in the best interest of the Company. View More

Cause. Any of the following: (i) the Executive's failure by Executive to substantially perform Executive's duties with the Company (other than due to Executive's incapacity as a result of physical or mental illness for a period not to exceed 90 days); (ii) the Executive's engaging by Executive in conduct which is materially injurious to the Company, its business or reputation, or which constitutes gross misconduct; (iii) Executive's material breach of the terms of this Agreement, the Invention... Agreement or any other agreements between Executive and the Company; (iv) the Executive's material breach breach, or taking of any action act or omission in material contravention of of, the Company's policies of the Company adopted by the Board of Directors or any committee thereof, including, without limitation, the Company's Code of Ethics, Insider Trading Compliance Program, Disclosure Process and Procedures or and Corporate Governance Guidelines; (v) Executive's conviction for or admission or plea of no contest with respect to a felony; or (vi) an Executive's act of fraud against the Company, the misappropriation of material property belonging to the Company, or an act of violence against an officer, director, employee employee, contractor, agent or consultant representative of the Company; provided, however, that in the event that if any of the foregoing events in (i), (iii) or (iv) is are reasonably capable of being cured, such event will only be deemed to be "Cause" if the Company will provide has provided written notice to Executive describing the nature of such event, and Executive will thereafter have thirty (30) business days fails to cure such event. event to the Company's reasonable satisfaction within thirty (30) days of his or her receipt of such notice View More

Cause. Any of the following: (i) the failure by Executive you to substantially perform Executive's your duties with the Company (other than due to Executive's your incapacity as a result of physical or mental illness for a period not to exceed 90 days); (ii) the engaging by Executive you in conduct which is materially injurious to the Company, its business or reputation, or which constitutes gross misconduct; (iii) Executive's your material breach of the terms of this Agreement, the Invention... Agreement or any other agreements between Executive you and the Company; (iv) the material breach or taking of any action in material contravention of the policies of the Company adopted by the Board of Directors or any committee thereof, including, without limitation, the Company's Code of Ethics, Insider Trading Compliance Program, Disclosure Process and Procedures or Corporate Governance Guidelines; (v) Executive's your conviction for or admission or plea of no contest with respect to a felony; or (vi) an act of fraud against the Company, the misappropriation of material property belonging to the Company, or an act of violence against an officer, director, employee or consultant of the Company; provided, however, that in the event that any of the foregoing events in (i), (iii) or (iv) is capable of being cured, the Company will shall provide written notice to Executive you describing the nature of such event, and Executive will you shall thereafter have thirty (30) business days to cure such event. View More

Cause. Any of the following: (i) the Executive's failure by Executive to substantially perform Executive's duties with the Company (other than due to Executive's incapacity as a result of physical or mental illness for a period not to exceed 90 days); (ii) the Executive's engaging by Executive in conduct which is materially injurious to the Company, its business or reputation, or which constitutes gross misconduct; (iii) Executive's material breach of the terms of this Agreement, the Invention... Agreement or any other agreements between Executive and the Company; (iv) the Executive's material breach breach, or taking of any action act or omission in material contravention of of, the Company's policies of the Company adopted by the Board of Directors or any committee thereof, including, without limitation, the Company's Code of Ethics, Insider Trading Compliance Program, Disclosure Process and Procedures or and Corporate Governance Guidelines; (v) Executive's conviction for or admission or plea of no contest with respect to a felony; or (vi) an Executive's act of fraud against the Company, the misappropriation of material property belonging to the Company, or an act of violence against an officer, director, employee employee, contractor, agent or consultant representative of the Company; provided, however, that in the event that if any of the foregoing events in (i), (iii) or (iv) is are reasonably capable of being cured, such event will only be deemed to be "Cause" if the Company will provide has provided written notice to Executive describing the nature of such event, and Executive will thereafter have thirty (30) business days fails to cure such event. event to the Company's reasonable satisfaction within thirty (30) days of his or her receipt of such notice. View More

Cause. Shall have the meaning assigned to such term in any written employment agreement between the Executive and the Company or any subsidiary or, in the absence of any such written employment agreement, shall mean one or more of the following: (i) the Executive's refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and nature of his/her position, or (ii) the Executive's commission of an act materially and... demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its subsidiaries, which act constitutes gross negligence or willful misconduct in the performance of duties to the Company or any of its subsidiaries, or (iii) the Executive's commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of the Executive at the direct or indirect expense of the Company or any of its subsidiaries, or (iv) the Executive's conviction of, or plea of guilty or nolo contendere to, a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious liability or felony, (v) a material violation of any restrictive covenant with respect to non-competition (other than a competitive activity that does not violate any such non-competition covenant as set forth in any agreement whereby Executive acquires Class A Common Units of CDW Holdings), non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) by which the Executive is bound under any agreement between the Executive and the Company and its subsidiaries. subsidiaries or (vi) a material and willful violation of the Company's written policies or of the Executive's statutory or common law duty of loyalty to the Company or its Affiliates that in either case is materially injurious to the Company, monetarily or otherwise. No act or failure to act will be considered "willful" (x) unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company's outside counsel or independent accountants or at the express direction of the Board. View More

Cause. Shall have the The meaning assigned to such term in any written employment agreement between the Executive Investor and the Company or any subsidiary Subsidiary or, in the absence of any such written employment agreement, shall mean one or more of the following: (i) the Executive's Investor's refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and nature of his/her his or her position, or (ii) the Executive's Investor's commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its subsidiaries, Subsidiaries, which act constitutes gross negligence or willful misconduct in the performance of duties to the Company or any of its subsidiaries, Subsidiaries, or (iii) the Executive's Investor's commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of the Executive Investor at the direct or indirect expense of the Company or any of its subsidiaries, Subsidiaries, or (iv) the Executive's Investor's conviction of a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious liability or (v) a material violation of any restrictive covenant with respect to non-competition (other than a competitive activity Competitive Activity as defined in Section 10(b) that does not violate any such non-competition covenant as set forth in any agreement whereby Executive acquires Class A Common Units of CDW Holdings), covenant), non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) by which the Executive Investor is bound under any agreement between the Executive Investor and the Company and its subsidiaries. Subsidiaries. No act or failure to act will be considered "willful" (x) unless it is done, or omitted to be done, by the Executive Investor in bad faith or without reasonable belief that the Executive's Investor's action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company's outside counsel or independent accountants or at the express direction of the Board. Board View More

Cause. Shall have the The meaning assigned to such term in any written employment agreement between the Executive Investor and the Company or any subsidiary Subsidiary or, in the absence of any such written employment agreement, shall mean one or more of the following: (i) the Executive's Investor's refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and nature of his/her his or her position, or (ii) the Executive's Investor's commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its subsidiaries, Subsidiaries, which act constitutes gross negligence or willful misconduct in the performance of duties to the Company or any of its subsidiaries, Subsidiaries, or (iii) the Executive's Investor's commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of the Executive Investor at the direct or indirect expense of the Company or any of its subsidiaries, Subsidiaries, or (iv) the Executive's Investor's conviction of a felony involving moral turpitude, but specifically excluding any conviction based entirely on vicarious liability liability, or (v) a material violation by Investor of any of the Company's or any of its Subsidiaries' written policies or the violation by Investor of any statutory or common law duty of loyalty to the Company or any of its Subsidiaries or Affiliates or (vi) a violation of any restrictive covenant with respect to non-competition (other than a competitive activity that does not violate any such non-competition covenant as set forth in any agreement whereby Executive acquires Class A Common Units of CDW Holdings), non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) by which the Executive Investor is bound under any agreement between the Executive Investor and the Company and its subsidiaries. Subsidiaries. No act or failure to act will be considered "willful" (x) unless it is done, or omitted to be done, by the Executive Investor in bad faith or without reasonable belief that the Executive's Investor's action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company's outside counsel or independent accountants or at the express direction of the Board. Board View More