Cause

Cause. The term 'Cause' shall mean: (i) Conviction of, or entry of a plea of guilty or 'nolo contendere' to, a felony (as defined by the laws of the United States of America or by the laws of the State or other jurisdiction in which the Executive was so convicted or entered such plea) by the Executive; (ii) Engagement by the Executive in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Company, the Executive's credibility and reputation no... longer conform to the standard of the Company's executives; (iii) Willful misconduct by the Executive that, in the reasonable judgment of the Company, results in a demonstrateable and material injury to the Company or its affiliates, monetarily or otherwise; (iv) Willful and continued failure (other than any such failure resulting from the Executive's incapacity due to mental or physical illness) by the Executive to perform his assigned duties, provided that such assigned duties are consistent with the job duties of the Executive and that the Executive does not cure such failure within 30 days after notice of such failure from the Company; or (v) Material breach of this Agreement by the Executive, provided that the Executive does not cure such breach within 30 days after notice of such breach from the Company. For purposes of determining whether 'Cause' exists, no act, or failure to act, on the Executive's part will be deemed 'willful' unless done, or omitted to be done, in the reasonable judgment of the Company, 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 or its affiliates. View More

Cause. Unless otherwise specified in the Award Agreement or in an employment agreement with any member of Company Group, with respect to a Participant: (i) Commission of any act or acts of personal dishonesty intended to result in substantial personal enrichment to the Employee to the detriment of any Company Group member; (ii) Conviction of, or entering into a plea of nolo contendere to, a felony; (iii) In the case of an Employee, repeated failures to perform his responsibilities that are... demonstrably willful and deliberate, provided that such failures have continued for more than 10 days following written notice from the Company of its intent to terminate his employment based on such failures; (iv) Intentional, repeated or continuing violation of any of the applicable Company Group member's policies or procedures that occurs or continues after notice to the Participant that he or she has violated such policy or procedure; or (v) Any material breach of a written covenant or agreement with a Company Group member, including the terms of this Plan or any material breach of fiduciary duty to a Company Group member. A Participant shall be considered to have been discharged for Cause if the Company determines within 30 days after his resignation or discharge that discharge for Cause was warranted View More

Cause. For purposes of this Agreement, 'Cause' for termination will mean: (a) Executive is convicted of (or pleads guilty or no contest to) any felony or any crime involving moral turpitude; (b) Executive participates in any fraud, act of material dishonesty, or act of intentional and willful misconduct against the Company; (c) Executive intentionally damages or willfully misappropriates any property of the Company that in any case has a material adverse effect on the Company; (d) Executive materially... breaches any fiduciary, statutory, or contractual duty Employee owes to the Company (including, but not limited to, any breach of the Confidential Information and Inventions Assignment Agreement that is enclosed with this Agreement), provided that Executive fails to cure any such breach of a contractual duty owed to the Company within fifteen (15) days of receiving written notice of such breach, if curable; (e) Executive regularly and willfully fails to diligently and successfully perform his assigned duties under this Agreement; (f) Executive fails to cooperate with the Company in any investigation or proceeding by any governmental or similar authority or as otherwise authorized by the Board of Directors or a committee thereof; or (g) is found liable in an action instituted by the Securities and Exchange Commission ('SEC') or is disqualified by the SEC or the US Food & Drug Administration or the European Medicines Agency, or other regulatory agency from serving in Employee's capacity as the Company's President and Chief Executive Officer. Any act of failure to act, based upon actions based upon authority given pursuant to a resolution adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be due, by the Executive in good faith and in the best interests of the Company. View More

Cause. Any of Executive's (i) material and adverse breach of any provision of this Agreement or any other written agreement between the Executive and the Bank, or failure to adhere to any material policy applicable generally to executive employees of the Bank; (ii) refusal or willful failure to perform her duties or to follow or implement a clear and lawful directive of the Board; (iii) conviction of, or the pleading of nolo contendre to, a crime involving moral turpitude (including, without... limitation, forgery, money laundering, theft, embezzlement or fraud) or any felony under the laws of the United States or any state thereof; (iv) engagement in any willful misconduct, malfeasance or gross negligence in the performance of her duties, or a material violation of any provision of any state, local or federal laws, regulations, ordinances, ethics requirements or codes that are applicable to the performance of her duties; (v) breach of fiduciary responsibility; or (vi) commission of an act of dishonesty which is materially injurious to the Bank; provided, however, that any such termination shall not constitute termination for Cause unless, with respect to the circumstances set forth in clauses (i) and (ii) above only, and to the extent such circumstances are susceptible to cure: (A) the Bank provides written notice to the Executive of the conditions or circumstances, as applicable, claimed to constitute grounds for termination for Cause within 60 days of the Board first learning of the existence of such condition or circumstance (such notice to be delivered in accordance with Section 19); (B) the Executive shall have 30 days following receipt of such notice to cure such condition or circumstance; and (C) the Executive fails to remedy such condition or circumstance within 30 days of receiving such written notice thereof. Any determination leading to a termination for Cause under this Agreement shall be made by resolution adopted by vote of the Board at a meeting called and held for that purpose. View More

Cause. (i) an unauthorized use or disclosure by Participant of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company or is reasonably likely to cause material harm to the Company, (ii) a material breach of any agreement between Participant and the Company, (iii) a material failure to comply with the Company's written policies or rules that has caused or is reasonably likely to cause material injury to the Company, its successor, or its... affiliates, or any of their business, (iv) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof, (v) willful misconduct that has caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates, or any of their business, (vi) embezzlement, (vii) failure to cooperate with the Company in any investigation or formal proceeding if the Company has requested Participant's reasonable cooperation, (viii) violation of any applicable federal, state or foreign statutes or laws that govern or regulate employment, pharmaceutical drugs or securities, including but not limited to the laws enforced by the federal Equal Employment Opportunity Commission, Department of Labor, Food and Drug Administration, Securities and Exchange Commission and Department of Justice or (ix) a continued failure to perform assigned duties after receiving written notification of such failure from the Company's Chief Executive Officer; provided that Participant must be provided with written notice of Participant's termination for "Cause" and Participant must be provided with a thirty (30) day period following Participant's receipt of such notice to cure the event(s) that trigger "Cause," with the Company's Chief Executive Officer making the final determination whether Participant has cured any Cause. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or service at any time as provided in Section 14 above, and the term "Company" will be interpreted to include any Parent, Subsidiary or Affiliate, as appropriate. Notwithstanding the foregoing, the foregoing definition of "Cause" may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document supersedes the definition provided in this Section 21.6. View More

Cause. Shall mean, with respect to the termination of this Agreement, fraud, criminal conduct or there is an event of any gross negligence, bad faith, willful misconduct or reckless disregard on the part of the Advisor in the performance of its duties under this Agreement.

Cause. Shall mean the termination from employment due to: (i) unacceptable performance, misconduct, gross negligence, dishonesty, acts detrimental or destructive to the Company, any Successor Employer or the Company's or a Successor Employer's employees or property or (ii) any violation of the policies of the Company or any Successor Employer.

Cause. For termination of employment or service shall have the meaning ascribed thereto in the Recipient's employment or service agreement or, in the absence of such a definition, shall mean: (A) a breach by Recipient of his employment or service agreement with the Company or an Affiliate, which breach continues after written notice is given to him (B) a breach of Recipient's duty of loyalty to the Company or an Affiliate, including without limitation any act of dishonesty, embezzlement or fraud with... respect to the Company or an Affiliate, (C) the commission by Recipient of a felony, a crime involving moral turpitude or other act causing material harm to the Company's or an Affiliate's standing and reputation, (D) Recipient's continued failure to perform his duties to the Company or an Affiliate for a reason other than illness or incapacity (E) unauthorized disclosure of trade secrets or other confidential information belonging to the Company or an Affiliate, or (F) has breached any written noncompetition or nonsolicitation agreement between the Recipient and the Company. View More

Cause. Means the: (a) conviction of the Participant by a state or federal court of (i) a felony involving moral turpitude or (ii) embezzlement or misappropriation of funds of the Company, the Partnership, or any of their Affiliates, (b) the Committee's (or the Board's, as the case may be) reasonable determination that the Participant has (i) committed an act of fraud, embezzlement, theft, or misappropriation of funds in connection with such Participant's duties in the course of his or her employment... with the Company, the Partnership, or any of their Affiliates, or (ii) engaged in gross mismanagement, negligence or misconduct that causes or could potentially cause material loss, damage or injury to the Company, the Partnership, or any of their Affiliates, or their employees, or (c) the Committee's (or the Board's, as the case may be) reasonable determination that (i) the Participant has violated any company policy, including but not limited to, policies regarding sexual harassment, insider trading, confidentiality, substance abuse and/or conflicts of interest, which violation could result in the termination of the Participant's employment or service as a Non-employee Director, or (ii) the Participant has failed to satisfactorily perform the material duties of the Participant's position with the Company, the Partnership, or any of their Affiliates. View More

Cause. Means: (a) the Executive's breach of this Agreement, the Shareholders Agreement or the Loan Agreements in any material respect; (b) the Executive's gross negligence or willful, material malfeasance, misconduct or insubordination in connection with the performance of his duties hereunder; (c) the Executive's willful refusal or recurring failure to carry out written directives or instructions of the Board that are consistent with the scope and nature of Executive's duties and responsibilities set... forth herein; (d) the Executive's willful repeated failure to adhere in any material respect to any material written Employer policy or code of conduct; (e) the Executive's willful misappropriation of a material business opportunity of Employer, including attempting to secure or securing, any personal profit in connection with any transaction entered into on behalf of Employer; (f) the Executive's willful misappropriation of any of Employer's funds or material property; or (g) the Executive's conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony or the equivalent thereof, any other crime involving fraud or theft or any other crime with respect to which imprisonment is a possible punishment or the indictment (or its procedural equivalent) for a felony involving fraud or theft. View More