Termination For Cause

Termination For Cause. Means the Participant's termination of employment with the Employer for Cause (as defined in the Plan) or by reason of the Participant's (i) violation of material Company or Affiliate policies or (ii) breach of non-competition, confidentiality or other restrictive covenants that may apply to the Participant.

Termination For Cause. A termination of Employee's employment by the Company as a result of any of the following (in each case as determined by the Company Board: (i) Employee's willful and continuing failure to perform Employee's obligations hereunder, which failure is not remedied within 10 business days after receipt of written notice of such failure from the Company; (ii) Employee's conviction of, or plea of nolo contendere to, a crime of embezzlement or fraud or any felony under the laws of the United States or... any state thereof; (iii) Employee's breach of fiduciary responsibility; (iv) An act of dishonesty by Employee that is materially injurious to the Company or an Affiliate; (v) Employee's engagement in one or more unsafe or unsound banking practices that have a material adverse effect on the Company or an Affiliate; (vi) Employee's removal or permanent suspension from banking pursuant to Section 8(e) of the FDIA or any other applicable state or federal law; (vii) A material breach by Employee of this Agreement; (viii) An act or omission by Employee that leads to a material harm (financial or reputational) to the Company or an Affiliate; or (ix) A material breach by Employee of Company policies as may be in effect from time to time. Further, a Termination for Cause shall be deemed to have occurred if, within 12 months following the Termination, facts and circumstances arising during the course of such employment are discovered that would have warranted a Termination for Cause. Further, with respect to subsections (i), (vii), (viii), and (ix), Employee shall be entitled to at least 30 days' prior written notice of the Company's intention to terminate Employee's employment in a Termination for Cause, which notice shall specify the grounds for the Termination for Cause; and Employee shall be provided a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for the Termination for Cause, and a reasonable opportunity to present to the Company Board Employee's position regarding any dispute relating to the existence of any grounds for Termination for Cause. Further, all rights Employee has or may have under this Agreement shall be suspended automatically during (A) the pendency of any investigation by the Company Board or its designee, or (B) any negotiations between the Company Board or its designee and Employee regarding any actual or alleged act or omission by Employee of the type that would warrant a Termination for Cause and any such suspension shall not give rise to a claim of Good Reason by Employee View More

Termination For Cause. Shall mean termination because of, in the good faith determination of the Board, the Executive's: (i) conviction of the Executive by a court of competent jurisdiction of, or entry of a plea of guilty or nolo contendere for, any criminal offense involving dishonesty or breach of trust or any felony or crime of moral turpitude; (ii) commission by the Executive of an act of fraud upon the Company; (iii) willful refusal by the Executive to perform the stated duties reasonably assigned to him by... the Board or set forth in the Executive's job description, which failure or breach continues for more than thirty (30) days after written notice given to the Executive by the Company setting forth in reasonable detail the nature of such refusal; or (iv) willful breach of fiduciary duty or willful misconduct by the Executive or the Executive's commission of an act of moral turpitude that materially and adversely affects the Company or has the ability to do so. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the disinterested members of the Board that the Executive was guilty of the conduct described above and specifying the particulars of such conduct. View More

Termination For Cause. Shall mean termination of Employee's employment by the Company (or its subsidiaries) by reason of Employee's (i) gross negligence in the performance of his duties, (ii) willful and continued failure to perform his duties (other than such failure resulting from Employee's incapacity due to physical or mental illness) that Employee fails to remedy to the reasonable satisfaction of the Company within 30 days after written notice is delivered by the Company to Employee that sets forth in reasonable... detail the basis of Employee's failure to perform his duties, (iii) willful engagement in conduct which is materially injurious to the Company or its subsidiaries (monetarily or otherwise), or (iv) conviction of, or plea of guilty or no contest to, a misdemeanor involving moral turpitude or any felony. View More

Termination For Cause. Means the termination by the Company or any of its subsidiaries of Optionee's employment with the Company or any of its subsidiaries as a result of (i) the willful and continued failure of Optionee diligently to perform Optionee's duties with the Company or any of its subsidiaries (other than any failure due to physical or mental incapacity) ten (10) days after written notice of such failure has been given to Optionee by the Company or any of its Affiliates, (ii) gross negligence or willful... misconduct by Optionee which causes material injury, monetary or otherwise, to the Company or any of its Affiliates, (iii) Optionee's indictment for, or conviction or entry of a plea of guilty or nolo contendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts that has a substantial and adverse effect on Optionee's qualifications or ability to perform Optionee's duties, (iv) intentional action by Optionee which Optionee knows would not comply with the laws of the United States or any other jurisdiction applicable to Optionee's actions on behalf of the Company or any of its subsidiaries, including specifically, without limitation, the United States Foreign Corrupt Practices Act, generally codified in 15 U.S.C. 78 (the "FPCA"), as the FCPA may hereafter be amended, and/or its successor statutes, or (v) Optionee's use of illegal drugs or habitual drunkenness. View More

Termination For Cause. Means a termination of Optionee's employment with the Company or its Subsidiaries that is considered to be a Termination For Cause under the Employment Agreement.

Termination For Cause. Means the termination by the Company of Executive's employment with the Company as a result of (i) the willful and continued failure of Executive diligently to perform Executive's duties with the Company or any of its subsidiaries (other than any failure due to physical or mental incapacity) ten (10) days after written notice of such failure has been given to Executive by the Company or any of its affiliates, (ii) gross negligence or willful misconduct by Executive which causes material injury,... monetary or otherwise, to the Company or any of its affiliates, Executive's indictment for, or conviction or entry of a plea of guilty or nolo contendere to (A) any felony or (B) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts that has a substantial and adverse effect on Executive's qualifications or ability to perform Executive's duties, intentional action by Executive which Executive knows would not comply with the laws of the United States or any other jurisdiction applicable to Executive's actions on behalf of the Company or any of its subsidiaries, including specifically, without limitation, the United States Foreign Corrupt Practices Act, generally codified in 15 U.S.C. 78 (the "FPCA"), as the FCPA may hereafter be amended, and/or its successor statutes, or (v) Executive's use of illegal drugs or habitual drunkenness. View More

Termination For Cause. An Officer's termination of employment with the Company because of: (i) The failure by the Officer to perform his duties in a satisfactory manner (other than a failure caused by the Officer's medically documented incapacity due to physical or mental illness) after written demand for improved performance has been delivered to the Officer by the Company that specifically identifies how the Officer has not performed his duties in a satisfactory manner; (ii) The engaging by Officer in misconduct... that is injurious to the Company, monetarily or otherwise, or that reflects adversely on the Officer's fitness for continued employment with the Company; or (iii) The Officer's conviction for committing an act of fraud, embezzlement, theft, or other act constituting a felony, regardless of whether the actual conviction is for a felony or misdemeanor, or the Officer's pretrial incarceration pending the disposition of such a charge View More

Termination For Cause. Any of the following: (i) the commission by the Employee of a willful act (including, without limitation, a dishonest or fraudulent act) or a grossly negligent act, or the willful or grossly negligent omission to act by the Employee, which is intended to cause, does cause or is reasonably likely to cause material harm to the Company or any of its Consolidated Subsidiaries (including harm to its business reputation); (ii) the indictment of the Employee for the commission or perpetration by the... Employee of any felony or any crime involving dishonesty, moral turpitude or fraud; (iii) the material breach by the Employee of this Agreement; (iv) the receipt of any formal written notice that any regulatory agency having jurisdiction over the Company or the Bank intends to institute any formal regulatory action against the Employee, the Company or the Bank (provided that the Board determines in good faith, with the Employee abstaining from participating in the vote on the matter, that the subject matter of such action involves acts or omissions by the Employee); (v) the exhibition by the Employee of a standard of behavior within the scope of his employment that is materially disruptive to the orderly conduct of the business operations of the Company or any of its Consolidated Subsidiaries (including, without limitation, substance abuse or sexual misconduct) to a level which, in the Board's good faith and reasonable judgment, with the Employee abstaining from participating in the vote on the matter, is materially detrimental to the best interests of the Company or any of its Consolidated Subsidiaries; (vi) the failure of the Employee to devote his full business time and attention to his employment as provided under this Agreement; or (vii) the failure of the Employee to adhere to any policy or code of conduct of the Company or any of its Consolidated Subsidiaries which causes, or is reasonably likely to cause, material harm to the Company or any of its Consolidated Subsidiaries; provided that, if the Board of Directors determines in its good faith discretion that the breach, behavior or failure specified in clauses (iii), (v), (vi) or (vii) above is capable of being cured by the Employee, then Cause shall not be deemed to exist with respect to such matter if the Employee cures the breach, behavior or failure to the satisfaction of the Board of Directors within 10 days following written notice to the Employee of such breach, behavior or failure. No act or failure to act by the Employee shall be considered willful unless the Employee acted or failed to act with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company or the Bank. The Employee shall not be deemed to have been Terminated for Cause 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 of Directors at a meeting of the Board duly called and held for such purpose (after reasonable notice to the Employee and an opportunity for the Employee to present his views on the matter to the Board either in person without counsel or in writing), stating that in the good faith opinion of the Board of Directors the Employee has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail. The opportunity of the Employee to be heard before the Board shall not affect the right of the Employee to arbitration as set forth in Section 18 of this Agreement. The Board of Directors reserves the right to suspend the Employee with pay pending the determination of Cause under this Section 1(n), as appropriate. View More

Termination For Cause. Shall mean termination because of, in the good faith determination of the Board of Directors of the Bank (the "Board"), Executive's: (i) material failure to perform the duties assigned to Executive related to the Executive Position or imposed upon Executive by applicable law, and such failure to perform constitutes self-dealing, willful misconduct or recklessness; (ii) committing an act of dishonesty in the performance of Executive's duties related to the Executive Position or engaging in... conduct materially detrimental to the business of the Bank; (iii) conviction of a felony or misdemeanor involving moral turpitude; (iv) material failure to perform Executive's duties related to the Executive Position, which such breach or failure is not remedied by Executive within 30 days after written demand from the Bank; (v) knowingly failure to follow lawful, written directives of the Board; or (vi) engagement in any material employment act or practice, including but not limited to sexual harassment, forbidden by the Bank in its employment manual as revised from time to time. View More