Cause

Cause. Shall mean the termination of the Employee's employment by Company as a result of any one or more of the following: (i) any conviction of, or pleading of nolo contendre by, the Employee for any felony; (ii) any willful misconduct of the Employee which has a materially injurious effect on the business or reputation of the Company; (iii) the gross dishonesty of the Employee in any way that adversely affects the Company; or 1 (iv) a material failure to consistently discharge... Employee's employment duties to the Company which failure continues for thirty (30) days following written notice from the Company detailing the area or areas of such failure, other than such failure resulting from Employee's Disability. For purposes of this definition of Cause, no act or failure to act, on the part of the Employee, shall be considered "willful" if it is done, or omitted to be done, by the Employee in good faith or with reasonable belief that Employee's action or omission was in the best interest of the Company. Employee shall have the opportunity to cure any such acts or omissions (other than clauses (i) and (iii) above) within thirty (30) days of the Employee's receipt of a written notice from the Company finding that, in the good faith opinion of the Company, the Employee is guilty of acts or omissions constituting "Cause." View More

Cause. When used with respect to the termination of the employment of the Executive by the Employers, termination due to (a) the Executive's willful and continued failure to substantially perform his employment duties (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) or (b) the Executive's willfully engaging in conduct which is demonstrably and materially injurious to the Company or the Bank, monetarily or otherwise. For purposes of this... definition, no act, or failure to act, on the part of the Executive shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company or the Bank View More

Cause. Shall mean termination by the Company of your employment based upon: (a) the willful and continued failure by you to substantially perform your duties and obligations (other than any such failure resulting from incapacity due to physical or mental illness or any such actual or anticipated failure resulting from your termination for Good Reason); (b) the willful engaging by you in misconduct which is materially injurious to the Company, monetarily or otherwise; or (c) your conviction of, or... entering a plea of nolo contendere to, a crime that constitutes a felony. For purposes of this Section 2(i), no action or failure to act on your part shall be considered willful unless done, or omitted to be done, by you in bad faith and without reasonable belief that your action or omission was in the best interests of the Company. View More

Cause. The commission of any act of fraud, embezzlement, theft or dishonesty by a Holder, any unauthorized use or disclosure by a Holder of confidential information or trade secrets of the Company (or any parent or subsidiary thereof), or any other intentional misconduct by a Holder adversely affecting the business or affairs of the Company (or any parent or subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or... any parent or subsidiary) may consider as grounds for the dismissal or discharge of any Holder. View More

Cause. (1) a material breach by Executive of the duties and responsibilities of Executive or any written policies or directives of USA (other than as a result of incapacity due to physical or mental illness) which is (i) willful or involves gross negligence, and (ii) not remedied within thirty (30) days after receipt of written notice from USA which specifically identifies the manner in which such breach has occurred; (2) Executive commits any felony or any misdemeanor involving willful misconduct... (other than minor violations such as traffic violations) that causes damage to the property, business or reputation of USA, as determined in good faith by the Board; (3) Executive engages in a fraudulent or dishonest act, as determined in good faith by the Board; (4) Executive engages in habitual insobriety or the use of illegal drugs or substances; (5) Executive breaches his fiduciary duties to the Company, as determined in good faith by the Board; or (6) Executive engages in activities prohibited by Sections 9 through 15 hereof. View More

Cause. Engaging by Executive in intentional fraud or intentional breach of the Company's ethics guidelines, as may be established by the Company from time to time

Cause. With respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service, that such termination is for 'Cause' as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee's: (i) performance of any act or failure to perform any... act in bad faith which is materially detrimental to the Company or a Related Entity as reasonably determined in good faith by a unanimous decision of members of the Board entitled to vote thereon; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; (iv) embezzlement of funds of the Company or a Related Entity; (v) ownership, direct or indirect (i.e., by means of a holding company or family member), of an interest in a person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company or a Related Entity, including those products or services contemplated in a plan adopted by the Board; (vi) any breach of the Grantee's fiduciary duties or duties of care to the Company or a Related Entity (except for conduct taken in good faith); (vii) any material failure to carry out a reasonable and legitimate directive of the Board; or (viii) any material breach of an Employee's undertakings of confidentiality and non competition View More

Cause. With respect to any Participant (A) shall have the meaning set forth in the current effective employment or consulting agreement between the Company or an Affiliate, as applicable, and the Participant or (B) in the event that there is no such employment or consulting agreement or if there is no such definition in any such employment or consulting agreement, shall mean, (i) the Participant shall have been after the Effective Date convicted of, or shall have pleaded guilty or nolo contendere to,... any felony or any other crime that would have constituted a felony under the laws of the State of New York; (ii) the Participant shall have been indicted for any felony or any other crime that would have constituted a felony under the laws of the State of New York in connection with or arising from the Participant's employment with the Company; (iii) the Participant shall have breached any material provision of any noncompetition, nonsolicitation or confidentiality agreement with the Company or any Affiliate; (iv) the Participant shall have committed any fraud, embezzlement, misappropriation of funds, or breach of fiduciary duty against the Company or any Affiliate, in each case of a material nature; (v) the Participant shall have engaged in any willful misconduct resulting in or reasonably likely to result in a material loss to the Company or substantial damage to its reputation; or (vi) the Participant willfully breaches in any material respect any material provision of the Company's Code of Conduct and, to the extent any such breach is curable, the Participant has failed to cure such breach within ten (10) days after written notice of the alleged breach is provided to the Participant View More

Cause. Shall have the meaning set forth in the Company's 2005 Stock Incentive Plan or any successor thereto. The determination of whether any conduct, action or failure to act on the part of any Eligible Employee constitutes Cause shall be made by the Plan Administrator in his or its sole discretion.

Cause. Termination by the Company of the Employee's employment for 'Cause' will mean: (i) Other than failure resulting from Employee's complete or partial incapacity due to physical or mental illness or impairment, Employee's willful and continued failure to substantially perform the duties of Employee's position; (ii) Employee's willful commission of an act of fraud or dishonesty resulting in, or that is likely to result in, material economic or financial injury to the Company; (iii) Employee's... willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the Company; (iv) Employee's willful breach of any fiduciary duty owed by Employee to the Company that the Company reasonably believes has had or will have a material adverse effect on the Company's reputation of business; (v) Employee being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or any cease and desist order is entered with respect to any such action (regardless of whether or not the Employee admits or denies liability in such action); or (vi) Employee's willful obstruction or impediment of (or efforts to influence, obstruct or impede), or failure to materially cooperate with, any investigation authorized by the Company, its Board of Directors of any governmental or self-regulatory organization. For purposes of this Section 6(a), no act, or failure to act, on Employee's part shall be deemed 'willful' unless done, or omitted to be done, by Employee not in good faith. In the event of any alleged breach pursuant to (i) of this Section 6(a), the Company will first give Employee written notice which specifically identifies the manner in which the Board believes that the Employee's conduct constitutes the alleged performance breach to enable Employee to correct the deficiency within a reasonable time period, which will not be less than thirty (30) days, before the Company can proceed with a termination for Cause under (i) of this Section 6 (a). In the event of any alleged conduct described in (ii) through (vi) of this Section 6(a), the Company will deliver to Employee written notice which sets forth the Board's finding that Employee engaged in such conduct and specifying the particulars thereof. View More