In connection with a termination of Executive’s employment by the Company, “Cause” shall mean any one or more of the following reasons: # the willful material failure by the Executive to perform the duties required of her hereunder (other than any such failure resulting from incapacity due to physical or mental illness of the Executive or material changes in the direction and policies of the Board of Directors of Company), if such failure continues for fifteen (15) days after a written demand for substantial performance is delivered to the Executive by the Company which specifically identifies the manner in which it is believed that the Executive has failed to attempt to perform her duties hereunder; # the willful engaging by the Executive in willful misconduct materially injurious to the Company; # receipt by the Company of a notice (which shall not have been appealed by Executive or shall have become final and non-appealable) of any governmental body or entity having jurisdiction over the Company requiring termination or removal of the Executive from her then present position, or receipt of a written directive or order of any governmental body or entity having jurisdiction over the Company (which shall not have been appealed by Executive or shall have become final and non-appealable) requiring termination or removal of the Executive from her then present position; # personal dishonesty, incompetence, willful misconduct, willful breach of fiduciary duty involving personal profit or conviction of a felony; or # material breach of any provision set forth in Sections 6, 7, 8 or 9, to the extent applicable. For purposes of this section, no act, or failure to act, on the Executive’s part shall be considered ‘‘willful’’ unless done or omitted to be done by Executive in bad faith and without reasonable belief that her action or omission was in the best interest of Company. Any act or omission to act by the Executive in reliance upon a written opinion of counsel to Company shall not be deemed to be willful.

Cause. For purposes of this Agreement “Cause” with respect to the termination by the Company of the Executive’s employment shall mean # willful and continued failure by the Executive to perform his/her duties for the Company under this Agreement after at least one (1) warning in writing from the Board of Directors of Peapack (the “Board”) identifying specifically any such failure; # the willful engaging by the Executive in misconduct which causes material injury to the Company as specified in a written notice to the Executive from the Board; or # conviction of a crime, other than a traffic violation, habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Board to refrain from such behavior. No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.

Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder only upon # the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company, which specifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or # the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

upon the termination of the Executive by the Company for Cause. For purposes of this Agreement, “Cause” shall mean the Executive’s failure to substantially perform his obligations under this Agreement, or the Executive’s willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company, provided that no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company;

"Cause" for termination by the Company of Executive's employment, shall mean # an action by Executive involving willful malfeasance in connection with his employment which results in material harm to the Company, # a material and continuing breach by Executive of the terms of this Agreement which breach is not cured within 60 days after Executive receives written notice from the Company of any such breach or # Executive being convicted of a felony. Termination of Executive for Cause shall be communicated by a Notice of Termination given within six months after the Board both # had knowledge of conduct or an event allegedly constituting Cause and # had reason to believe that such conduct or event could be grounds for Cause. For purposes of this definition, no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's act, or failure to act, was in the best interest of the Company and its subsidiaries.

Definition of “Cause”. As used herein, “Cause” shall include: # Executive’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each case, materially injurious to the Company or any affiliate; # Executive’s significant insubordination; # Executive’s substantial malfeasance or nonfeasance of duty; # Executive’s repeated failure, inability or refusal to perform his duties hereunder in a manner that is materially injurious to the Company or any affiliate (other than by reason of Executive’s Disability); # Executive’s unauthorized disclosure of confidential information; # Executive’s embezzlement, misappropriation or fraud, whether or not related Executive’s employment with the Company; or # Executive’s breach of a material provision of any employment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company; provided that “Cause” shall not be deemed to have occurred pursuant to [subsections (ii), (iii) or (iv)])])] hereof unless Executive has first received written notice specifying in reasonable detail the particulars of such grounds and that Company intends to terminate Executive’s employment hereunder for such grounds, and if such grounds are reasonably capable of being cured within thirty (30) days, Executive has failed to cure such grounds within a period of thirty (30) days from the date of such notice (the “Cure Period”). During any such Cure Period, and in connection with Executive’s ability to cure a for Cause termination as specifically set forth herein, Executive shall have an opportunity to make a presentation to the Company’s Board of Directors in response to the asserted grounds for Cause termination. “Cause” is not limited to events which have occurred prior to the termination of Executive’s service to Company, nor is it necessary that Company’s finding of “Cause” occur prior to such termination. If Company determines, subsequent to Executive’s termination of service but only after the notice, related process and Cure Period described above have been exhausted (if the applicable “Cause” sub-section is invoked), that either prior or subsequent to Executive’s termination, Executive engaged in conduct which would constitute “Cause,” then Executive shall be deemed to have been terminated for “Cause” and he shall have no right to any benefit or compensation under this Agreement, including, without limitation, any payments or benefits under Section 4(c) or Section 4(d) hereof (as applicable).

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the willful and continued failure of the Executive to perform substantially his duties and responsibilities to the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to cure.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses (A) or (B) above] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

“Cause” means any of the following: # Executive’s gross negligence or willful misconduct in the performance of his or her duties to the Company and its Affiliates; # Executive’s willful and habitual neglect of or failure to perform Executive’s duties of consulting or employment (which neglect or failure is not caused by Executive’s illness or mental or physical disability), which neglect or failure is not cured within thirty (30) days after written notice thereof is received by Executive (it being agreed that a failure of the Company and its Affiliates to meet performance objectives shall not, alone, constitute a failure by Executive to perform his duties); # Executive’s commission of any material act of fraud, dishonesty or financial or accounting

At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: # the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; # the conviction of, or plea of guilty or nolo contendere to, a felony, or # fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under [clauses (b) or (c) of this Section 11(c)(1)] shall not be subject to cure.