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.

Cause. For purposes of this Agreement, a termination of employment is for “Cause” if the Executive has been convicted of a felony or the termination is evidenced by a resolution adopted in good faith by two-thirds of the Board that the Executive:

Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # the Executive’s material breach of any contract or agreement between the Executive and the Company or the Executive’s material breach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; or # the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided, however, the actions or conduct described in [clauses (iv) and (v) above] shall only constitute Cause if the Company provides the Executive with written notice thereof and the Executive has not, within 30 days of receipt such written notice, discontinued the cited conduct or remedied the failure to perform and further provided that lawful actions taken by the Executive in the exercise of his rights under the United States Constitution shall not constitute a breach of subsection # above.

Cause. For purposes of this Agreement, “Cause” for termination will mean: # the commission of an act of fraud, embezzlement or dishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; # a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; # any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company or any successor or affiliate thereof that has a material adverse impact on any such entity; # Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; # Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement, which failure, refusal or neglect continues for 15 days following Employee’s receipt of written notice from the CEO of any member of the Board stating with specificity the nature of

Cause. As used in this Agreement, “Cause” shall mean # a good faith finding by a majority of our Board (excluding the vote of the Executive, if then a director) that # the Executive has failed to perform his reasonably assigned material duties for the Company and, if amenable to cure, has not cured such failure within thirty (30) days following notice from the Company; # the Executive has engaged in gross negligence or willful misconduct, which has or is expected to have a material detrimental effect on the Company; # the Executive has engaged in fraud, embezzlement or other material dishonesty; # the Executive has engaged in any conduct which would constitute grounds for termination for material violation of the Company’s policies in effect at that time and, if amenable to cure, has not cured such violation within thirty (30) days following notice from the Company; or # the Executive has breached any material provision of any nondisclosure, invention assignment, non-competition or other similar agreement between the Executive and the Company or Parent, including without limitation the Restrictive Covenant Agreement, and, if amenable to cure, has not cured such breach within thirty (30) days following notice from the Company; or # the conviction by the Executive of, or the entry of a pleading of guilty or nolo contendere by the Executive to, any crime involving moral turpitude or any felony.

Cause. “Cause” means:

Cause. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay to the Executive his/her full base Salary through the Date of Termination but at a rate no greater than that in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the Executive under this Agreement.

Cause. If the Employee’s employment hereunder is terminated by the Company for Cause, # the Employee shall be entitled to receive all accrued and unpaid Base Salary through the Effective Termination Date, # except as provided in clause (i), the Employee shall not be entitled to receive following the Effective Termination Date any of the compensation or benefits provided in Section 3 including any continued payment of the Base Salary, the payment of the Annual Cash Incentive Award and any LT Cash Incentive Awards that are unpaid at such time and the continued vesting of the Outstanding Equity Awards, and # the exercise period of the Employee’s vested options shall not be extended and shall remain exercisable only for the applicable period following the Effective Termination Date as set forth in the respective plan and option agreement.

Without Cause. The Company may terminate the Executive’s employment during the Employment Term without Cause at any time by giving 60 days’ written notice to the Executive. A termination of the Executive’s employment without Cause shall mean a termination initiated by the Company for any reason other than # Cause or # on account of death or Disability. A termination without Cause shall be effective immediately upon notice given by the Company to the Executive, or such later date as may be mutually agreed between the Executive and the Company. Upon a termination of employment without Cause, Executive shall be entitled to the compensation payments provided in Section 6(g)(i).

“Cause” Defined. “Cause” for termination by the Company or any of its affiliates of your employment or service shall mean: # failure by you to perform the essential functions of your position with the Company or any of its affiliates, other than any failure resulting from your incapacity due to physical or mental disability, it being understood that a reasonable, good faith attempt to perform but failure to do so will not be deemed a failure to perform essential functions; # failure to comply with any lawful directive by the Board of Directors of the Company (the “Board”), it being understood that a reasonable, good faith attempt to comply with such directive but failure to do so will not be deemed a failure to comply for purposes of this definition of "Cause"; # a material violation by you of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other policy of the Company or any of its affiliates; # a breach of any fiduciary duty to the Company or any of its affiliates; # misconduct in the course and scope of employment by you that is injurious to the Company or any of its affiliates from a monetary or reputational standpoint in any material respect; # any attempt to willfully obtain any personal profit from any transaction which is adverse to the interests of the Company or any of its affiliates or in which the Company or any of its affiliates has an interest or any act of fraud or embezzlement against the Company or any of its affiliates or any of their respective customers or suppliers; # a breach by you of any of the covenants contained in any employment, severance or other agreement applicable to you; # the repeated use of alcohol or abuse of prescription drugs by you that interferes with your duties, the use of illegal drugs by you, or a violation by you of the drug and/or alcohol policies of the Company or any of its affiliates; # violation of any applicable law, rule or regulation, including without limitation the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation, in each case, that is injurious to the Company or any of its affiliates from a monetary or reputational standpoint in any material respect; or # the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude. For purposes of this definition following a Change in Control, the Board’s determination of "Cause" must be made in good faith and will be binding on you.