Cause. If the Participant’s Service is terminated for Cause, then Participant’s Options shall expire on such Participant’s date of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options. Unless otherwise provided in an employment agreement or the Award Agreement, Cause shall have the meaning set forth in the Plan.

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. “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. The Company, may at any time, by written notice to the Executive, terminate the Agreement for “Cause” (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination. For the purposes of this Agreement, “Cause” means: # continued neglect by the Executive of the Executive’s duties hereunder, # continued incompetence or unsatisfactory attendance, # conviction of any felony, # violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, # willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s duties hereunder, # breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or [[Unknown Identifier]]

Cause. The Company may terminate the Executive's employment hereunder for Cause immediately upon the Company providing notice of termination to Executive (subject to any applicable cure periods).

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:

Without Cause. If, during the Scheduled Term, but after the first anniversary of the Effective Date, the Company terminates your employment without Cause:

For Cause. The Company shall have the right at any time, exercisable upon written notice, to terminate Executive’s employment for Cause. As used in this Agreement, “Cause” shall mean that Executive:

Without Cause. The Company may terminate Executive’s employment under this Agreement at any time without Cause. As used in this Agreement, a termination without Cause shall mean the termination of Executive’s employment by the Company other than for Cause pursuant to SECTION 3.1(a) above.