Cause. “Cause” shall mean the Bank’s determination in good faith that Executive: # has misappropriated, stolen or embezzled funds or property from the Bank, or the Company, or any of their respective affiliates, or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Bank, or the Company or any of their respective affiliates, # has been indicted or arrested on a felony, # has neglected his duties hereunder, # has materially violated a provision of Section 4 hereof, # has willfully violated or breached any material provision of this Agreement in any material respect or violated any material law or regulation or # any other misconduct by Executive that is injurious to the financial condition or business reputation of the Bank, or the Company, or any of their respective affiliates.

For purposes of this Agreement, "Cause" shall mean: # the Executive Vice President’s willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); # the Executive Vice President’s willful failure to comply with any valid and legal directive of the Board of Directors or any material policy of the Bank; # the Executive Vice President’s willful engagement in dishonesty, illegal conduct, or gross misconduct which is, in each case, injurious to the Bank or its affiliates; # the Executive Vice President’s embezzlement, misappropriation, or fraud, whether or not related to the Executive Vice Executive's employment with the Bank; # the Executive Vice President’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent); or # the Executive Vice President’s material breach of any material obligation under this Agreement or any other written agreement between the Executive Vice President and the Bank or its affiliates.

For purposes of this Agreement, "Cause" shall mean: # the Chairman of the Board’s willful failure to perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); # the Chairman of the Board’s willful failure to comply with any valid and legal directive of the Board of Directors or any material policy of the Bank; # the Chairman of the Board’s willful engagement in dishonesty, illegal conduct, or gross misconduct which is, in each case, injurious to the Bank or its affiliates; # the Chairman of the Board’s embezzlement, misappropriation, or fraud, whether or not related to the Executive Vice Executive's employment with the Bank; # the Chairman of the Board’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent); or # the Chairman of the Board’s material breach of any material obligation under this Agreement or any other written agreement between the Chairman of the Board and the Bank or its affiliates.