Cause. Cause shall mean:

Cause. “Cause” for termination by the Company of the Executive’s employment after a Change in Control of the Company (or prior to a Change in Control of the Company pursuant to Section 2) shall, for purposes of this Agreement, be limited to any of the following: # the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company; # conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal) which substantially impairs the

Cause. With respect to any employee or Consultant: # if the employee or Consultant is a party to an employment agreement, change in control employment agreement, or other services agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or # if no such agreement exists, or if such agreement does not define Cause, the definition of Cause contained in the Award Agreement.

CAUSE. Upon a termination by the Company for Cause. “Cause” shall mean:

Cause. The Company may terminate the Executive’s employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for any Accrued Obligations.

Cause. The Company shall have “Cause” to terminate Executive’s employment hereunder upon:

Cause. The Company may terminate the Executive’s employment hereunder for Cause effective immediately upon notice. For purposes of this Agreement, the Company shall have “Cause” to terminate the Executive’s employment hereunder: # if the Executive engages in conduct which has caused or is reasonably likely to cause demonstrable and serious injury to Company; # if the Executive is convicted of a felony as evidenced by a binding and final judgment, order, or decree of a court of competent jurisdiction; # for the Executive’s failure or refusal to perform Executive’s duties or responsibilities hereunder as determined by the Company’s Chief Executive Officer in good faith, if such failure or refusal continues for a period of ten (10) days after written notice of the same to the Executive; # for gross incompetence; # for the Executive’s violation of this Agreement including, without limitation, Section 5 hereof; # for chronic absenteeism; # for use of illegal drugs; # for insobriety by the Executive while performing Executive’s duties hereunder; and # for any act of dishonesty or falsification of reports, records, or information submitted by the Executive to 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.

Cause. For purposes of this Agreement, “Cause” for termination will mean: # Executive’s willful failure substantially to perform his duties and responsibilities to the Company or willful, material violation of a policy of the Company; # Executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # Executive’s willful breach of any of his obligations under any written agreement or covenant with the Company; # Executive’s material and willful violation of a federal or state law or regulation applicable to the business of the Company; and # Executive’s conviction or plea of guilty or no contest to a felony.

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.