Termination For Cause

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 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

Termination For Cause. A finding by the Board of the Service Provider's: (i) commission of any act of fraud, insubordination, misappropriation or personal dishonesty relating to or involving the Company in any material way; (ii) gross negligence; (iii) violation of any express direction of the Company or any material violation of any rule, regulation, policy or plan established by the Company from time to time regarding the conduct of its employees or its business, if any such violation is not remedied by the Service... Provider within thirty (30) days of receiving notice of such violation from the Company; (iv) disclosure or use of confidential information of the Company, other than as required in the performance of the Service Provider's duties; (v) actions that cause substantial economic damage to the Company or substantial injury to the business reputation of the Company; (vi) conviction of a crime constituting a felony or any other crime involving moral turpitude or, in the event of no conviction, the presence of a substantial weight of credible evidence indicating that the Service Provider has committed such a crime; or (vii) the Service Provider's use of any unlawful controlled substance or use of alcohol to an extent that such use of alcohol interferes with the performance of the Service Provider's duties View More

Termination For Cause. Termination because of, in the good faith determination of the Board: (1) the conviction of the Officer of a felony or of any lesser criminal offense involving moral turpitude; (2) the willful commission by the Officer of a criminal or other act that, in the judgment of the Board or the President and Chief Executive Officer will likely cause substantial economic damage to the Company, the Bank or any subsidiary or substantial injury to the business reputation of the Company, the Bank or any... subsidiary; (3) the commission by the Officer of an act of fraud in the performance of his duties on behalf of the Company, the Bank or any subsidiary; (4) the continuing willful failure of the Officer to perform his duties to the Company, the Bank or any subsidiary (other than any such failure resulting from the Officer's incapacity due to physical or mental illness) after written notice thereof; (5) a material breach by the Officer of the Bank's Code of Ethics; or (6) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Officer's employment with the Bank or the Company. A determination of whether Officer's employment shall be terminated for Cause shall be made at a meeting of the Board called and held for such purpose, at which the Board makes a finding that in good faith opinion of the Board an event set forth in clauses (1), (2), (3), (4), (5), or (6) above has occurred and specifying the particulars thereof in detail. In no event shall the aggregate payments to be made or afforded to the Officer under this Agreement (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Officer's "base amount", as determined in accordance with Section 280G of the Code. The reduction required among the Termination Benefits provided by this Section 3 shall be applied to the cash severance benefits otherwise payable under this Agreement. View More

Termination For Cause. (f) Termination for Cause shall be limited to a good faith finding by resolution of the Compensation Committee of the Board, setting forth the particulars thereof. Any such action shall be taken at a regular or specially called meeting of the Compensation Committee of the Board, after a minimum 10 days' notice thereof to Employee, with termination of Employee's employment with the Company for Cause listed as an agenda item. Employee will be given a reasonable opportunity to be heard at such... meeting with counsel present if Employee desires. Any such resolution shall be final and binding. Upon termination of employment by the Company for Cause, no further compensation or benefits shall accrue or be payable to Employee by the Company, except for any compensation, bonus or other benefits which have accrued to Employee prior to the date of any such termination. Nothing herein shall be construed to prevent the Company from terminating Employee's employment at any time for any reason or for no reason. View More

Termination For Cause. The phrase "Termination for Cause" shall mean termination of employment because of, in the good faith determination of the Board of Directors of the Bank, the Executive's: (i)personal dishonesty; (ii)incompetence; (iii)willful misconduct; (iv)breach of fiduciary duty involving personal profit; (v)material breach of the Bank's Code of Ethics; (vi)material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Board of Directors will... likely cause substantial financial harm or substantial injury to the reputation of the Bank; (vii)intentional failure to perform the Executive's stated duties under this Agreement after written notice thereof from the Board of Directors; (viii)willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (ix)material breach by the Executive of any provision of this Agreement. View More

Termination For Cause. A termination due to malfeasance, embezzlement or fraud, termination under the terms of any Employment Agreement between the Company and the Participant or such other act the Committee determines is equivalent to such acts.