Cause. For purposes of this Agreement, “Cause” means the occurrence of any of the following after the Effective Date # Employee’s persistent failure to carry out any lawful duties of Employee or any lawful directions of the CEO reasonably consistent with Employee’s duties; provided, however, that Employee has been given reasonable notice of the specific failure and an opportunity to correct such failure within ten (10) business days from the date of the notice; # Employee’s conviction of or plea of nolo contendere to a felony, which has had or will have a detrimental effect on the Company’s reputation or business, # Employee engaging in an act of gross negligence or willful misconduct in the performance of his employment obligations and duties, # Employee’s commission of an act of fraud against the Company or willful misappropriation of property belonging to the Company; # Employee engaging in any other willful misconduct that has caused or will cause material harm to the Company’s reputation or business; or # Employee’s material breach of the Restrictive Covenants Agreement or the Prior Exhibits. No act or failure to act will be considered “willful” unless Employee has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that Employee’s action or failure to act was in the best interest of the Company or any of its affiliates.

Cause. For purposes of this Agreement, “Cause” means the occurrence of any one or more of the following: # Employee’s conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude or dishonesty; # Employee’s willful and continued failure or refusal to follow lawful and reasonable instructions of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; # Employee’s willful and continued failure to faithfully and diligently perform the assigned duties of Employee’s employment with the Company or its affiliates; # unprofessional, unethical, immoral or fraudulent conduct by Employee; # conduct by Employee that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or # Employee’s material breach of this Agreement, the Proprietary Agreement, or any applicable Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as “Cause” until after Employee has been given written notice of such event, failure, conduct or breach and Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured.

For purposes of this Agreement, “Cause” shall mean Employee’s # willful or deliberate failure to perform material duties to the Company or gross negligence in the performance of such material duties; # breach of the Company’s code of ethics; # breach of a duty of loyalty or misconduct that causes or is reasonably likely to cause harm to the Company or any of its affiliates; # dishonesty, willful misconduct or fraud in connection with Employee’s performance of his or her duties or related to the business of the Company or its affiliates; # failure to render reasonable cooperation in connection with effecting the Transaction and provide reasonable best efforts in achieving the Company’s 2018 business plan; # conviction of a felony or a crime involving moral turpitude; or # failure to comply with the general terms of their employment offer letter.

Cause. “Cause” means # Executive’s gross negligence or willful misconduct in the performance of the duties and services required of Executive pursuant to this Agreement or Executive’s employment or offer letter agreement with the Company (the “Employment Agreement”); # Executive’s conviction of, or plea of guilty or nolo contendre to, a felony or crime involving moral turpitude (or any similar crime in any jurisdiction outside the United States); # Executive’s willful refusal to perform the duties and responsibilities required of Executive under this Agreement or the Employment Agreement which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; # Executive’s material breach of any material provision of this Agreement, the Employment Agreement, the Confidential Information Agreement (as defined below) or corporate code or policy which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; # any act of fraud, embezzlement, material misappropriation or dishonesty committed by Executive against the Company; or # any acts, omissions or statements by Executive which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company. For purposes of this [Section 9(a)], an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company.

Cause. “Cause” means # a willful failure by Employee to substantially perform Employee’s duties as an employee, other than a failure resulting from the Employee’s complete or partial incapacity due to physical or mental illness or impairment, # a willful act by Employee that constitutes gross misconduct and that is injurious to the Company, # circumstances where Employee willfully imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of carrying out Employee’s duties, # a material and willful violation by Employee of a federal or state law or regulation applicable to the business of the Company that is injurious to the Company, or # Employee’s conviction or plea of guilty or no contest to a felony, which the Company reasonably believes has or will negatively reflect on the Company’s business or reputation. No act or failure to act by Employee will be considered “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the Company’s best interest.

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

“Cause” means “Cause” as defined in the employment agreement between Employee and the Company, or if “Cause” is not defined in such employment agreement or in the absence of such employment agreement, “Cause” means the occurrence of any of the following events, as reasonably determined by the Committee: # Employee’s willful or continued failure to perform his or her material duties for the Company; # Employee’s conviction of a felony, or his or her guilty plea to or entry of a nolo contendere plea to a felony charge; # the willful or grossly negligent engagement by Employee in conduct that is materially injurious to the Company, financially or otherwise; or # Employee’s breach of any material term of the Company’s material written policies and material procedures, as in effect from time to time.

CAUSE. For purposes of this Agreement, “Cause” means: # Employee’s fraud, embezzlement or misappropriation with respect to the Company; # Employee’s material breach of fiduciary duties to the Company; # Employee’s willful or negligent misconduct; # Employee’s material breach of this Agreement; # Employee’s willful failure or refusal to perform Employee’s material duties under this Agreement or failure to follow any specific lawful instructions of the Company; # Employee’s conviction or plea of nolo contendere in respect of a felony or of a misdemeanor involving moral turpitude; # Employee’s alcohol or substance abuse which has a material adverse effect on Employee’s ability to perform Employee’s duties under this Agreement; or # Employee’s engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability). In the event that the Company concludes that Employee has engaged in acts constituting in Cause as defined in [clause (iii), (iv), (v), or (vii) above], prior to terminating this Agreement for Cause the Company will provide Employee with at least fifteen (15) days’ advance written notice of the specific circumstances constituting such Cause, and an opportunity to correct such circumstances.

Cause. “Cause” means # Executive’s gross negligence or willful misconduct in the performance of the duties and services required of Executive pursuant to this Agreement or Executive’s employment or offer letter agreement with the Company (the “Employment Agreement”); # Executive’s conviction of a felony or crime involving moral turpitude; # Executive’s willful refusal to perform the duties and responsibilities required of Executive under this Agreement or the Employment Agreement which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; # Executive’s material breach of any material provision of this Agreement, the Employment Agreement, the Confidential Information Agreement (as defined below) or corporate code or policy which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; or # Executive violates the Foreign Corrupt Practices Act or other applicable United States law. For purposes of this [Section 9(a)], an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company.

CAUSE. For purposes of this Agreement, “Cause” means: # Employee’s fraud, embezzlement or misappropriation with respect to the Company; # Employee’s material breach of fiduciary duties to the Company; # Employee’s willful or negligent misconduct; # Employee’s material breach of this Agreement; # Employee’s willful failure or refusal to perform Employee’s material duties under this Agreement or failure to follow any specific lawful instructions of the Company; # Employee’s conviction or plea of nolo contendere in respect of a felony or of a misdemeanor involving moral turpitude; # Employee’s alcohol or substance abuse which has a material adverse effect on Employee’s ability to perform Employee’s duties under this Agreement; or # Employee’s engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability). In the event that the Company concludes that Employee has engaged in acts constituting Cause as defined in [clause (iii), (iv), (v), or (vii) above], prior to terminating this Agreement for Cause the Company will provide Employee with at least fifteen (15) days’ advance written notice of the specific circumstances constituting such Cause, and an opportunity to correct such circumstances.