Good Cause

Good Cause. : (i) a reduction in Executive's base salary below the rate then in effect in accordance with Paragraph 3.1; (ii) the Employer requiring that Executive be based at a location more than fifty (50) miles from the Employer's headquarters as of the Effective Date (excluding travel for Employer business and other temporary relocations of no more than thirty (30) days individually); (iii) a reduction in his title; or (iv) the continuation after a Change of Control, or imposition within six (6)... months after a Change of Control, of a material reduction in the duties or authority of Executive so that he is no longer performing substantially all of the duties of a chief credit officer of a community bank. View More

Good Cause. Shall be deemed to exist if, and only if: (i) Executive engages in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance, in each case that results in substantial harm to Employer; or (ii) Executive is convicted of a criminal violation involving fraud or dishonesty.

Good Cause. For the Executive's termination of his Employment shall mean: (i) any decrease in the annual base salary under Section 7(a) or any other violation hereof in any material respect by the Company; (ii) any material reduction in the Executive's compensation under Section 7; (iii) the assignment to the Executive of duties inconsistent in any material respect with the Executive's then current positions (including status, offices, titles and reporting ... requirements), authority, duties or responsibilities or any other action by the Company which results in a material diminution in those positions, authority, duties or responsibilities; (iv) any unapproved relocation of the Executive; or (v) the occurrence of a Change of Control. Good Cause shall not exist if the Company cures within the period prescribed herein. View More

Good Cause. Shall mean any of the following actions taken by the Company or any subsidiary that employs the Executive: assignment of the Executive to duties that are materially inconsistent with his status as a senior executive or which represent a substantial diminution of his duties or responsibilities in the Company, a reduction in Executive's Base Salary, except in connection with an across-the-board salary reduction for all executives, a failure by the Company to pay any of Executive's compensation in... accordance with Company policy, a substantial reduction in or elimination of any of the benefits described on Exhibit A, the relocation of the Executive to a location more than 35 miles from Irving, Texas without Executive's consent, change of Executive's title, a failure to comply with the obligations of the Company under Sections 1.1 and 1.2 hereof, or the failure of a successor to the Company to confirm in writing within 5 business days of its succession its obligation to assume and perform all obligations of this Agreement, provided that any such events described in this Section 5.3 shall constitute Good Cause only if the Company fails to cure such event within 30 days after receipt from Executive of written notice of the event which constitutes Good Cause. View More

Good Cause. , with respect to any Key Employee, shall mean (unless another definition is agreed to in writing by the Company and the optionee) termination by action of the Board of Directors because of: (A) the optionee's conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (B) the optionee's personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses) or breach of... fiduciary duty which involves personal profit; (C) the optionee's commission of material mismanagement in the conduct of his duties as assigned to him by the Board of Directors or the optionee's supervising officer or officers of the Company or any Related Entity; (D) the optionee's willful failure to execute or comply with the policies of the Company or any Related Entity or his stated duties as established by the Board of Directors or the optionee's supervising officer or officers of the Company or any Related Entity, or the optionee's intentional failure to perform the optionee's stated duties; or (E) substance abuse or addiction on the part of the optionee. "Good Cause", with respect to any Eligible Non-Employee, shall mean (unless another definition is agreed to in writing by the Company and the optionee) termination by action of the Board of Directors because of: (A) the optionee's conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (B) the optionee's personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (C) the optionee's commission of material mismanagement in providing services to the Company or any Related Entity; (D) the optionee's willful failure to comply with the policies of the Company in providing services to the Company or any Related Entity, or the optionee's intentional failure to perform the services for which the optionee has been engaged; (E) substance abuse or addiction on the part of the optionee; or (F) the optionee's willfully making any material misrepresentation or willfully omitting to disclose any material fact to the board of directors of the Company or any Related Entity with respect to the business of the Company or any Related Entity. View More

Good Cause. Means that the Compensation Committee of the Company's Board of Directors (the "Board") in good faith determines that the Executive: i. Failed to satisfactorily perform his duties to the Company and such failure was not cured within 30 days of the Company's providing Executive written notice of such failure; or ii. Failed to comply with a material policy of the Company that was applicable to the Executive and such failure was not cured within 30 days of the Company's... providing Executive written notice of such failure; or iii. Acted or failed to act in a manner that constitutes gross misconduct, embezzlement, misappropriation of corporate assets, breach of the duty of loyalty, fraud or negligent or willful violations of any laws with which the Company is required to comply; or iv. Was convicted of or entered a plea of "guilty" or "no contest" to a felony; v. Refused or failed to comply with lawful and reasonable instructions of the Board and such refusal or failure was not cured within 30 days of the Company providing Executive written notice of such refusal or failure; or vi. Any other material breach of this Agreement by the Executive that is not cured within 30 days of the company providing Executive written notice of such breach. "Good Cause" shall not include failures as set forth in Section 2(d) of this Section when such failure is a result of the Executive's illness or injury. View More

Good Cause. Shall mean the occurrence of any one of the following after a Change in Control: (i) Executive's personal dishonesty in conjunction with Executive's performance of designated duties; (ii) Executive's willful misconduct in conjunction with Executive's performance of designated duties; (iii) breach of fiduciary duty involving personal ... profit by Executive in conjunction with Executive's performance of designated duties; (iv) conviction of Executive for any felony or crime involving moral turpitude; (v) material intentional breach by Executive of any provision of this Agreement and such breach shall continue for thirty (30) days after Employer gives Executive written notice of such breach; or (vi) unsatisfactory performance by Executive of the duties designated for Executive as a result of drug use or habitual, excessive and inappropriate alcohol use by Executive. Without limiting the generality of the foregoing, if Executive acted in good faith and in a manner he or she reasonably believed to be in, and not opposed to, the best interest of Employer and had no reasonable cause to believe his or her conduct was unlawful in connection with any action taken by Executive in connection with his or her duties, it shall not constitute Good Cause. 5 Notwithstanding anything herein to the contrary, in the event Employer shall terminate the employment of Executive for Good Cause hereunder, such termination shall be approved by a majority of the Board of Directors of Employer. View More

Good Cause. Shall be deemed to exist if, and only if: (1) Executive engages in acts or omissions constituting dishonesty, intentional breach of fiduciary obligation or intentional wrongdoing or malfeasance; (2) Executive is convicted of a criminal violation involving fraud or dishonesty; or (3) Executive materially breaches the Agreement (other than by engaging in acts or omissions enumerated in paragraphs (1) and (2) above), or materially fails to satisfy the conditions and requirements of his employment... with Employer, and such breach or failure by its nature is incapable of being cured, or such breach or failure remains uncured for more than 30 days following receipt by Executive of written notice from Employer specifying the nature of the breach of this paragraph (3), inattention by Executive to his duties shall be deemed a breach or failure capable of cure. Without limiting the generality of the foregoing, the following shall not constitute Good Cause: any personal or policy disagreement between Executive and Employer or any member of the Board of Directors of Employer; or any action taken by Executive in connection with his duties if Executive acted in good faith and in a manner he reasonably believed to be in, and not opposed to, the best interest of Employer and had no reasonable cause to believe his conduct was unlawful. Notwithstanding anything herein to the contrary, in the event Employer shall terminate the employment of Executive for Good Cause hereunder, Employer shall give at least 30 days prior written notice to Executive specifying in detail the reason or reasons for Executive's termination. View More

Good Cause. : (i) the Employee's continued or deliberate neglect of his or her duties, (ii) willful misconduct by the Employee injurious to the Company or Apple, whether monetary or otherwise, (iii) the Employee's violation of any code or standard of ethics generally applicable to employees of the Company or Apple, (iv) the Employee's active disloyalty to the Company or Apple, (v) the Employee's conviction of a felony, (vi) the Employee's habitual drunkeness or drug abuse, or (vii) the Employee's... excessive absenteeism unrelated to a disability. View More

Good Cause. "Good Cause," as it applies to the determination by the Company to terminate the employment of a Covered Executive, shall mean any one or more of the following: (i) Executive's willful, material, and irreparable breach of Executive's duties to the Company; (ii) Executive's gross negligence in the performance or intentional nonperformance of any of Executive's material duties and responsibilities to the Company; (iii) Executive's willful dishonesty, fraud, or misconduct with respect to the... business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (iv) Executive's conviction of a felony crime involving dishonesty or moral turpitude; or (v) a confirmed positive illegal drug test result. In the event of a termination by the Company for Good Cause, Executive shall have no right to any severance under this Severance Policy. View More