Cause

Cause. Shall mean, -3- (1) The Board's determination that the Participant failed to substantially perform his or her duties (other than any such failure resulting from the Participant's disability) which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure; (2) the Board's determination that the Participant failed to carry out, or comply with any lawful and reasonable... directive of the Board or the Participant's immediate supervisor, which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure; (3) the Participant's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or a crime involving moral turpitude; (4) the Participant's unlawful use (including being under the influence) or possession of illegal drugs on the Company's or one of its Subsidiaries', as applicable, premises or while performing the Participant's duties and responsibilities; or (5) the Participant's commission of a material act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or one of its Subsidiaries, as applicable. Notwithstanding the foregoing, if the Participant is a party to a written employment or consulting agreement with the Company (or one of its Subsidiaries), then "Cause" shall be as such term is defined in the applicable written employment or consulting agreement. View More

Cause. Shall mean any of the following activities by the Employee: (i) the conviction of the Employee for a felony, or a crime involving moral turpitude; (ii) the commission of any act involving dishonesty, disloyalty or fraud with respect to the Bank or any of its members; (iii) willful and continued failure to perform material duties which are reasonably directed by the Board of Directors and/or the President which are consistent with the terms of this Agreement and the position specified in Section... 1; (iv) gross negligence or willful misconduct with respect to the Bank or any of its members; or (v) any violation of Bank policies regarding sexual harassment, discrimination, substance abuse or the Bank's Code of Ethics to the extent such acts would provide grounds for a termination for cause with respect to other employees; or (vi) a material breach by the Employee of a material provision of this Agreement. View More

Cause. (i) an act of dishonesty made by the Executive in connection with the Executive's responsibilities as an employee, (ii) the Executive's conviction of, or plea of nolo contendere to, a felony, (iii) the Executive's gross misconduct or (iv) the Executive's continued substantial violations of his employment duties after the Executive has received a written demand for performance from the Board which specifically sets forth the factual basis for the Company's belief that the Executive has not... substantially performed his duties. View More

Cause. Has the meaning given to that term in the Employment Agreement.

Cause. A termination of a Participant's employment by the Company or any of its Subsidiaries due to (i) the continued failure, after written notice, by such Participant substantially to perform his or her duties with the Company or any of its Subsidiaries (other than any such failure resulting from incapacity due to reasonably documented physical illness or injury or mental illness), (ii) the engagement by such Participant in serious misconduct that causes, or in the good faith judgment of the Board... of Directors may cause, harm (financial or otherwise) to the Company or any of its Subsidiaries including, without limitation, the disclosure of material secret or confidential information of the Company or any of its Subsidiaries or (iii) the material breach by the Participant of any agreement between such Participant, on the one hand, and the Company, on the other hand. Notwithstanding the above, with respect to any Participant who is a party to an employment agreement with the Company and/or a Participating Subsidiary, Cause shall have the meaning set forth in such employment agreement View More

Cause. Shall mean (i) gross negligence or willful misconduct in the performance of an Eligible Executive's duties to Company; (ii) a material and willful violation of any federal or state law by an Eligible Executive that if made public would injure the business or reputation of Company; (iii) refusal or willful failure by an Eligible Executive to comply with any specific lawful direction or order of Company or the material policies and procedures of Company including but not limited to the JDS... Uniphase Corporation Code of Business Conduct and the Inside Information and Securities Transactions policy as well as any obligations concerning proprietary rights and confidential information of the Company; (iv) conviction (including a plea of nolo contendere) of an Eligible Executive of a felony, or of a misdemeanor that would have a material adverse effect on the Company's goodwill if such Eligible Executive were to be retained as an employee of the Company; or (v) substantial and continuing willful refusal by an Eligible Executive to perform duties ordinarily performed by an employee in the same position and having similar duties as such Eligible Executive; in each case as reasonably determined by the Board of Directors of Company or the successor to the Company (the "Board of Directors"). View More

Cause. The involuntary termination of Executive by the Company for the following reasons shall constitute a termination for Cause: (a) If termination shall have been the result of an act or acts by Executive which have been found in an applicable court of law to constitute a felony (other than traffic-related offenses); (b) If termination shall have been the result of an act or acts by Executive which are in the good faith judgment of the Board determined to be in violation of law or of policies of... the Company and which result in demonstrably material injury to the Company; (c) If termination shall have been the result of an act or acts of proven or undenied dishonesty by Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment to Executive at the expense of the Company; or (d) Upon the willful and continued failure by Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness not constituting a Disability, as defined herein), after a demand in writing for substantial performance is delivered by the Board or President, which demand specifically identifies the manner in which the Board or President believes that Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. With respect to clauses (b), (c) or (d) above of this Section, Executive shall not be deemed to have been involuntarily terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in clauses (b), (c) or (d) and specifying the particulars thereof in detail. For purposes of this Agreement, no act or failure to act by Executive shall be deemed to be "willful" unless done or omitted to be done by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interests of the Company. View More

Cause. Means (i) Executive's willful and continued failure to substantially perform his duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after Executive's issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board... believes that Executive has not substantially performed his duties, (ii) Executive's willful and continued failure to substantially follow and comply with such specific and lawful directives of the Board that are not inconsistent with Executive's position as President and Chief Executive Officer of the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after Executive's issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, (iii) Executive's willful commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company, or (iv) Executive's conviction of, or entry by Executive of a guilty or no contest plea to, the commission of a felony involving moral turpitude. For purposes of this Section 1(b), no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith. View More

Cause. The Executive's willful engagement in illegal conduct or gross misconduct after the Change in Control Date which is materially and demonstrably injurious to the Company

Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (i) the Company's determination that she has embezzled money or property, (ii) the Executive's willful refusal to perform reasonable duties incident to her employment after ten (10) days' written notice to Executive from the Chief Executive Officer, Chief Operating Officer or Board of Directors of the company of the specific duties to be performed, or (iii) commission of a... felony which, in the judgment of the Board of Directors of the Company, adversely affects the business or reputation of the Company. View More