Cause. For purposes of this Agreement “Cause” with respect to the termination by the Company of the Executive’s employment shall mean # willful and continued failure by the Executive to perform his/her duties for the Company under this Agreement after at least one (1) warning in writing from the Board of Directors of Peapack (the “Board”) identifying specifically any such failure; # the willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

Cause. For purposesIn connection with a termination of this Agreement “Cause” with respect to the terminationExecutive’s employment by the CompanyCompany, “Cause” shall mean any one or more of the Executive’s employment shall meanfollowing reasons: # the willful and continuedmaterial failure by the Executive to perform his/the duties required of her duties forhereunder (other than any such failure resulting from incapacity due to physical or mental illness of the Company under this Agreement after at least one (1) warningExecutive or material changes in writing fromthe direction and policies of the Board of Directors of Peapack (the “Board”) identifyingCompany), if such failure continues for fifteen (15) days after a written demand for substantial performance is delivered to the Executive by the Company which specifically any such failure;identifies the manner in which it is believed that the Executive has failed to attempt to perform her duties hereunder; # the willful engaging by the Executive in willful misconduct which causes material injurymaterially injurious to the Company; # receipt by the Company as specified inof a written notice to(which shall not have been appealed by Executive or shall have become final and non-appealable) of any governmental body or entity having jurisdiction over the Company requiring termination or removal of the Executive from her then present position, or receipt of a written directive or order of any governmental body or entity having jurisdiction over the Board;Company (which shall not have been appealed by Executive or shall have become final and non-appealable) requiring termination or removal of the Executive from her then present position; # personal dishonesty, incompetence, willful misconduct, willful breach of fiduciary duty involving personal profit or conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse,felony; or excessive absenteeism other than for illness, after a warning (with respect# material breach of any provision set forth in Sections 6, 7, 8 or 9, to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No actextent applicable. For purposes of this section, no act, or failure to actact, on the Executive’s part of the Executive shall be considered willful‘‘willful’’ unless done,done or omitted to be done,done by the Executive not in goodbad faith and without reasonable belief that theher action or omission was in the best interest of Company. Any act or omission to act by the Company.Executive in reliance upon a written opinion of counsel to Company shall not be deemed to be willful.

Cause. For purposes of this AgreementAgreement, “Cause” with respect to the termination by the Company of the Executive’s employment shall mean # Executive’s continued violations of Executive’s obligations which are demonstrably willful and continued failure byor deliberate on Executive’s part after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company’s belief that Executive to performhas not substantially performed his/her duties for the Company under this Agreement after at least one (1) warningduties, # Executive’s engagement in writing from the Board of Directors of Peapack (the “Board”) identifying specifically any such failure; # the willful engaging by the Executive in misconduct which causes material injuryis injurious to the Company as specified inor its subsidiaries, # Executive’s commission of a written noticefelony, an act of fraud against or the misappropriation of property belonging to the Company or its subsidiaries, # Executive’s breaching in any material respect, the terms of any confidentiality or proprietary information agreement between Executive fromand the Board;Company, or # convictionExecutive’s commission of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No act or failure to act on the partmaterial violation of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interestCompany’s standards of the Company.employee conduct.

"Cause" for termination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # a material and continuing breach by Executive of the terms of this Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # had reason to believe that such conduct or event could be grounds for Cause. For purposes of this Agreement “Cause” with respect to the termination by the Company of the Executive’s employment shall mean # willful and continued failure by the Executive to perform his/her duties for the Company under this Agreement after at least one (1) warning in writing from the Board of Directors of Peapack (the “Board”) identifying specifically any such failure; # the willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No actdefinition, no act, or failure to actact, on theExecutive's part of the Executive shall be considered willfuldeemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the actionExecutive's act, or omissionfailure to act, was in the best interest of the Company.Company and its subsidiaries.

Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement “Cause” with respect to the termination byonly, the Company ofshall have “Cause” to terminate the Executive’s employment shall meanhereunder only upon # the willful and continued failure byof the Executive to attempt to perform his/hersubstantially his duties forwith the Company under this Agreement(other than any such failure resulting from Disability), after at least one (1) warning in writing froma demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of Directors of Peapack (the “Board”) identifyingthe Company, which specifically any such failure;identifies the manner in which the Executive has not attempted to substantially perform his duties, or # the willful engaging by the Executive in willful misconduct which causes material injuryis materially injurious to the Company as specified in a written notice to the Executive from the Board;Company, monetarily or # convictionotherwise. For purposes of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No actthis Section 3(d), no act, or failure to actact, on the part of the Executive shall be considered willful“willful” unless it is done, or omitted to be done, by the Executive not in goodbad faith and without reasonable belief that the Executive’s action or omission was in the best interestinterests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. 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 copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this AgreementAgreement, “Cause” with respect toshall mean: # the termination by the Company of the Executive’s employment shall mean # willful and continued failure byof the Executive to perform his/hersubstantially his duties forand responsibilities to the Company under this Agreement after at least one (1) warning in writing(other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board of Directors of Peapack (the “Board”) identifyingfor substantial performance is delivered to the Executive by the Company, which specifically any such failure; #identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful engagingand continued failure is not cured by the Executive inwithin thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which causes material injuryis materially and demonstratively injurious to the Company as specified in a written noticeCompany. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.cure.

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement “Cause” with respect to the termination by the Company of the Executive’s employmentAgreement, "Cause" shall mean # willful and continued failurerepeated violations by the Executive to perform his/her duties forof the CompanyExecutive's obligations under [Section 4] of this Agreement after at least one (1) warning in writing from the Board(other than as a result of Directors of Peapack (the “Board”) identifying specifically any such failure; # theincapacity due to physical or mental illness) which are demonstrably willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No act or failure to actand deliberate on the part of the Executive shall be considered willful unless done,Executive's part, which are committed in bad faith or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission wassuch violations are in the best interestinterests of the Company.Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations # material violation of the Company’s Code of Business Conduct & Ethics; # intentional misconduct that results in financial or reputational harm to the Company or its Affiliated Companies; # violation of the Protective Covenants set forth in [Section 11] below; or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this AgreementAgreement, “Cause” with respect toshall mean: # the termination by the Company of the Executive’s employment shall mean # willful and continued failure byof the Executive to perform his/hersubstantially his duties and responsibilities for the Company under this Agreement after at least one (1) warning in writing(other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board of Directors of Peapack (the “Board”) identifyingfor substantial performance is delivered to the Executive by the Company, which specifically any such failure; #identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful engagingand continued failure is not cured by the Executive inwithin thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which causes material injuryis materially and demonstratively injurious to the Company as specified in a written noticeCompany. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.cure.

upon the termination of the Executive by the Company for Cause. For purposes of this AgreementAgreement, “Cause” with respectshall mean the Executive’s failure to substantially perform his obligations under this Agreement, or the Executive’s willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to the termination by the Company of the Executive’s employment shall mean # willful and continued failure by the Executive to perform his/her duties for the Company under this Agreement after at least one (1) warning in writing from the Board of Directors of Peapack (the “Board”) identifying specifically any such failure; # the willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. NoCompany, provided that no act or failure to act on the part ofby the Executive shall be considered willful“willful” unless it is done, or omitted to be done, by the Executive not in goodbad faith and without reasonable belief that the Executive’s action or omission was in the best interestinterests of the Company.Company;

"Cause" for termination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with her employment which results in material harm [[Organization A:Organization]] the Company, # a material and continuing breach by Executive of the terms of this Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # had reason [[Organization A:Organization]] believe that such conduct or event could be grounds for Cause. For purposes of this Agreement “Cause” with respect to the termination by the Company of the Executive’s employment shall mean # willful and continued failure by the Executive to perform his/her duties for the Company under this Agreement after at least one (1) warning in writing from the Board of Directors of Peapack (the “Board”) identifying specifically any such failure; # the willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No actdefinition, no act, or failure to act[[Organization A:Organization]] act, on theExecutive's part of the Executive shall be considered willfuldeemed "willful" unless done, or omitted to[[Organization A:Organization]] be done, by the Executive not in good faith and without reasonable belief that the actionExecutive's act, or omissionfailure [[Organization A:Organization]] act, was in the best interest of the Company.Company and its subsidiaries.