Cause

Cause. Has the meaning given to it in the Amended Change in Control Agreement.

Cause. For all purposes under this Agreement, 'Cause' means any of the following: (i) Executive's conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) an act by Executive which constitutes intentional misconduct in the performance of Executive's employment obligations and duties; (iii) Executive's act of fraud against the Company or any of its affiliates; (iv) Executive's theft or misappropriation of property (including without limitation intellectual... property) of the Company or its affiliates; (v) material breach by Executive of any confidentiality agreement with, or duties of confidentiality to, the Company or any of its affiliates that involves Executive's wrongful disclosure of material confidential or proprietary information (including without limitation trade secrets or other intellectual property) of the Company or of any of its affiliates; (vi) Executive's continued material violation of Executive's employment obligations and duties to the Company (other than due to Executive's death or Disability) after the Company has delivered to Executive a written notice of such violation that describes the basis for the Company's belief that such violation has occurred and Executive has not substantially cured such violation within thirty (30) calendar days after such written notice is given by the Company; or (vii) Executive's failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive's cooperation. View More

Cause. (i) your gross misconduct; (ii) your willful and continued failure to perform substantially your duties with the Company and any Affiliate (other than a failure resulting from your death or Disability as defined herein) after a written demand for substantial performance is delivered to you by the Chair of the Board that specifically identifies the manner in which you have not substantially performed your duties and provides for a reasonable period of time within which you may take corrective... measures; or (iii) your conviction (including a plea of nolo contendere) of an act or failure to act constituting a felony or gross misdemeanor under federal or state law that is injurious to the Company or its reputation, or that impairs your ability to perform substantially your duties for the Company. An act or failure to act will be considered "gross" or "willful" for this purpose only if done, or omitted to be done, by you in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Company's Board (or a committee of the Board) or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Notwithstanding the foregoing, you may not be terminated for Cause unless and until there has been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding by the Board that Cause exists and specifying the particulars thereof in detail. View More

Cause. (i) your gross misconduct; (ii) your willful and continued failure to perform substantially your duties with the Company and any Affiliate (other than a failure resulting from your death or Disability as defined herein) after a written demand for substantial performance is delivered to you by the Chief Executive Officer that specifically identifies the manner in which you have not substantially performed your duties and provides for a reasonable period of time within which you may take... corrective measures; or (iii) your conviction (including a plea of nolo contendere) of an act or failure to act constituting a felony or gross misdemeanor under federal or state law that is injurious to the Company or its reputation, or that impairs your ability to perform substantially your duties for the Company. View More

Cause. The occurrence of any of the following events: (i) material dishonesty, gross negligence or willful misconduct by Executive in the performance of his duties hereunder which conduct results in material financial or reputational harm to the Company or its affiliates; (ii) conviction (from which no appeal may be, or is, timely taken) of Executive of a felony; (iii) initiation of suspension or removal proceedings against Executive by federal or state regulatory authorities acting under lawful... authority pursuant to provisions of federal or state law or regulation which may be in effect from time to time; (iv) knowing violation by Executive of federal or state banking laws or regulations; or (v) refusal by Executive to perform a duly authorized and lawful written directive of the Chief Executive Officer of the Company or the President of the Bank. View More

Cause. Any of the following: (i) any activity as an employee, principal, agent, or consultant for another entity that competes, directly or indirectly, with the Company in any actual, researched, or prospective product, service, system, or business activity for which the Participant has had any direct or indirect responsibility during the last five years of his or her employment with the Company or any Subsidiary in any territory in which the Company or any Subsidiary manufactures, sells, markets,... services, or installs such product, service, system, or business activity; (ii) the solicitation of any employee of the Company or any Subsidiary to terminate his or her employment with the Company or such Subsidiary; (iii) the disclosure to any person not employed by or serving as a director of the Company or a Subsidiary, or the use in other than the Company's or a Subsidiary's business, in each case without prior written authorization from the Company, of any confidential, proprietary or trade secret information or material relating to the business of the Company and/or its Subsidiaries, acquired by the Participant either during employment with the Company or any Subsidiary or while acting as a consultant for the Company or any Subsidiary; (iv) the failure or refusal to disclose promptly and to assign to the Company upon request all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by the Company or any Subsidiary, relating in any manner to the actual or anticipated business, research or development work of the Company or any Subsidiary or the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary to secure a patent where appropriate, whether in the United States or in other countries; or (v) any other conduct or act determined to be injurious, detrimental or prejudicial to any significant interest of the Company or any Subsidiary unless the Participant acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company View More

Cause. Shall have the same meaning as under any employment agreement between the Company or any Affiliate and the Participant or, if no such employment agreement exists or if such employment agreement does not contain any such definition, Cause means any material breach of the terms of the Participant's employment contract (if any) or Agreement, or any conduct intentionally or materially harmful to the Company, as determined in the sole discretion of the Committee, including but not limited to the... unauthorized use of proprietary information. View More

Cause. Unless otherwise defined in the instrument evidencing the Option or in a written employment or services agreement between the Company or a Subsidiary or Parent and the Optionee, means dishonesty, fraud, misconduct, unauthorized use, or disclosure of confidential information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in each case as determined by the Plan Administrator, and its determination shall be conclusive and binding

Cause. Means (i) Executive's failure to devote sufficient time and effort to the performance of his duties; (ii) Executive's continued failure to perform his employment duties, (iii) Executive's repeated unexplained or unjustified absences from the Company; (iv) Executive's material and willful violation of any federal or state law which if made public would injure the business or reputation of the Company; (v) Executive's refusal or willful failure to act in accordance with any specific lawful... direction or order of the Company or stated written policy of the Company; (vi) Executive's commission of any act of fraud with respect to the Company; or (vii) Executive's conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, in each case as reasonably determined by the Company or the Board of Directors of the Company (the "Board"). The Company may not terminate the employment of an Executive under clause (i), (ii), or (iii) above unless the Company (1) provides Executive with a written notice that specifically sets forth the factual basis to support the Company's right to terminate Executive's employment under clause (i), (ii), or (iii) above, and (2) permits Executive to cure such failure, to the Company's satisfaction, within 10 business days after receiving such notice. View More

Cause. With respect to any holder of Management Shares, a termination by the Company of such Manager's employment with the Company or an Affiliate of the Company or a termination by such Manager of the Manager's employment with the Company or an Affiliate of the Company, in either case following the occurrence of any of the following events: (i) the willful failure by the Manager to substantially perform his duties with the Company or any Affiliate (other than any such failure due to the Manager's... physical or mental illness); (ii) the Manager's gross negligence, gross or willful misconduct or illegal conduct in the performance of his or her duties for the Company or any Affiliate which has resulted in or is reasonably expected to result in injury to the Company or any Affiliate; (iii) the Manager's conviction of, or entering a plea of guilty or nolo contendere to, a misdemeanor involving theft or embezzlement, or a felony; or (iv) the breach by the Manager of any obligations under any written agreement or covenant with the Company or any of its Affiliates which breach has resulted in or is reasonably expected to result in injury to the Company or any Affiliates. Notwithstanding the foregoing, if the Manager is party to an employment or severance agreement with the Company that contains a definition of cause, such definition shall apply (in the case of such Manager) in lieu of the definition set forth in the preceding sentence. View More