Just Cause

Just Cause. Means any one or more of the following: (i) The Employee's willful and continued failure to substantially perform the Employee's duties with the Company, as reasonably determined by the Board in good faith (other than any such failure resulting from the Employee's incapacity due to any physical or mental illness of the Employee or any such actual or anticipated failure after the Employee's issuance of a notice of termination for Good Reason), after a written demand for substantial performance... is delivered to the Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties; (ii) The Employee's willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board in good faith (other than any such failure resulting from the Employee's incapacity due to any physical or mental illness of the Employee or any such actual or anticipated failure after the Employee's issuance of a notice of termination for Good Reason), after a written demand for substantial performance is delivered to the Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties; (iii) The conviction of the Employee by a court of competent jurisdiction (or the entering of a plea of nolo contendere or guilty by the Employee) for a felony crime; (iv) The Employee's misconduct, fraud or dishonesty that causes material harm or damage to the Company; or (v) Any unauthorized use or disclosure of confidential information or trade secrets by the Employee that causes material harm or damage to the Company. For purposes of this Section 1(e), no act, or failure to act, on the Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Employee not in good faith. Notwithstanding the foregoing, the Employee shall not be deemed terminated for Just Cause pursuant to Sections 1(e)(i) or (ii) hereof unless and until there shall have been delivered to the Employee 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 (after reasonable notice to the Employee, an opportunity for the Employee, together with his or her counsel, to be heard before the Board and a reasonable opportunity to cure), finding that in the Board's good faith determination the Employee had engaged in conduct set forth in this Section 1(e) and specifying the particulars thereof in reasonable detail. View More

Just Cause. Shall mean (with regard to the Employee's termination of employment with the Company): (i) Employee has committed or engaged in negligent or willful conduct that is likely to be detrimental to the Company; (ii) Employee has engaged in acts which constitute theft, fraud, or other illegal or dishonest conduct which are considered to be harmful to the Company as determined by the majority vote of the Board; (iii) Employee has willfully disobeyed the reasonable and lawful directives of the Company'... Chief Executive Officer or the Company's President or Board; (iv) Employee has refused or is unwilling to perform his/her job duties; (v) Employee has failed adequately to perform his/her job duties, provided, however, that the Company shall provide Employee with written notice of the deficiencies in his/her performance and Employee shall be given 45 days to remedy such deficiencies. (vi) Employee has demonstrated habitual absenteeism; (vii) Employee is substantially dependent on alcohol or any controlled substance or violates any general Company policy with regard to alcohol or controlled substances; (viii) Employee has engaged in acts which constitute sexual or other forms of illegal harassment or discrimination; (ix) Employee makes public remarks that disparage the Company, its Board, officers, directors, advisors, Employees, affiliates or subsidiaries; (x) Employee violates his/her fiduciary duty to the Company, or his/her duty of loyalty to the Company; or (xi) Employee breaches any term of this Agreement or any other material agreement between Employee and the Company or any of its subsidiaries. View More

Just Cause. Means: (i) conviction of a felony; (ii) intentionally engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) commission of an act of fraud or embezzlement against the Company or any affiliate thereof; (iv) intentional misconduct as an executive of the Company, including, but not limited to, knowing and intentional violation of material written policies of the Company; (v) gross negligence in the... performance of his/her duties for the Company; or (vi) willful failure to follow a direct and lawful directive from his/her supervisor or the Board within the scope of the Employee's duties, which failure is not cured to the satisfaction of the Board within ten (10) days; PROVIDED, HOWEVER, that no termination of the Employee's employment shall be for Just Cause as set forth in subparagraph (ii), (iv) or (v) above until: (A) there shall have been delivered to the Employee a copy of a written notice setting forth that the Employee was guilty of the conduct set forth in the relevant subparagraph and specifying the particulars thereof in detail; (B) the Employee shall have been provided an opportunity to be heard by the Board of Directors (with the assistance of the Employee's counsel if the Employee so desires); and (C) such conduct is not discontinued within a reasonable period of time after receipt of the written notice provided in clause (A). 7 No act or failure to act on the Employee's part shall be considered "intentional" unless the Employee has acted or failed to act with an absence of good faith and without a reasonable belief that the Employee's action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Employee after notice of termination has been given by the Employee will constitute Just Cause for purposes of this Agreement. The Company may determine whether Just Cause exists at any time, even retroactively after Employee's employment has been terminated. View More

Just Cause. Shall mean the occurrence after the Effective Date of one or more of the following: (i) failure by the Executive to substantially perform the Executive's duties, other than a failure resulting from the Executive's complete or partial incapacity due to physical or mental illness; (ii) an act by the Executive that constitutes gross misconduct; (iii) a breach by the Executive of a material provision of this Agreement; (iv) a material violation of a federal or state law or regulation applicable to... the business of the Corporation; (v) material violation of the code of business conduct, code of ethics or other policies of the Parent Corporation or the Corporation or (vi) conviction of or the entering of a guilty plea or plea of no contest with respect to a felony, the equivalent thereof, or any other crimes with respect to which imprisonment is a punishment. 5 View More

Just Cause. As used in this Agreement, "Just Cause" shall mean the occurrence of one or more of the following: (i) Employee's conviction of a felony or a crime involving moral turpitude or dishonesty; (ii) Employee's participation in a fraud or act of dishonesty against the Company; (iii) Employee's intentional and material damage to the Company's property; (iv) material breach of Employee's employment agreement, the Company's written policies, or the Confidentiality Agreement that is not remedied by... Employee within fourteen (14) days of written notice of such breach from the Board of Directors; or (v) conduct by Employee which demonstrates Employee's gross unfitness to serve the Company as Vice President, Finance, as determined in the sole discretion of the Board of Directors. Employee's physical or mental disability or death shall not constitute cause hereunder. View More

Just Cause. Shall mean, in the good faith determination of the Board, the Employee's personal dishonesty, incompetence in the performance of duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of this Agreement. No act or failure to act, on the Employee's part shall be considered "willful" unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or... omission was in the Employer's best interests. Any act, or failure to act, based upon authority given pursuant to a resolution of the Board or instructions of the Chief Executive Officer or a senior officer of the Employer or the advice of counsel for the Employer shall be conclusively presumed to be in good faith and in the Employer's best interests. The cessation of Employee's employment shall not be deemed to be for Just Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the vote of not less than three-quarters of the entire membership of the Board at a meeting called and held for such purpose (after reasonable notice is provided to the Employee and he is given an opportunity, together with counsel, to be heard before the Board), finding that, in the Board's good faith opinion, the Employee is guilty of the conduct described in the preceding paragraph, and specifying the particulars thereof in detail. View More

Just Cause. With respect to termination of employment, means an act or acts of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, failure to perform stated duties, willful violation of any law, rule, or regulation (other than traffic violations or similar offenses) or final cease-and-desist order. In determining incompetence, acts or omissions shall be measured against standards generally prevailing in the banking industry, as determined by the Board... of Directors of the Bank or the Company in its sole discretion. View More

Just Cause. Shall mean (i) conviction of a felony or commission of any act of fraud, moral turpitude or dishonesty, (ii) an intentional, material violation of a statutory or fiduciary duty not corrected within ten (10) days after notice from Employer, or (iii) Employee's violation of reasonable instructions or policies established by Employer with respect to the operation of its business and affairs or Employee's failure to carry out the reasonable instructions of the Chief Executive Officer or Board of... Directors of Employer and following notice thereof from Employer to Employee, Employee does not cure any such violation or failure within ten (10) days following notice from Employer; provided, however, that Employee will not be entitled to cure any breach or failure under this subclause (iii) more than once in any consecutive three (3) month period. View More

Just Cause. Any of the following committed by the Executive (or omitted to be done by the Executive) that occur on or after the Effective Date: (i) Material breach of this Agreement or of the Executive's Employment Agreement with the Company, if any, then in effect between the Executive and the Company; (ii) A conviction of or plea of "guilty" or "no contest" to a felony under the laws of the United States or any state thereof; (iii) Any material violation or breach of the Company's Code of Business... Conduct and Ethics, as determined by the Board; or (iv) Any serious misconduct or negligence in the course of the Executive's employment, as determined by the Board. View More

Just Cause. Termination of an Employee's employment because of the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or willful violation of any law, rule, or regulation (other than traffic violations or similar offenses)