Common use of Termination by Employer for Cause Clause in Contracts

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or.

Termination by Employer for Cause. The Employer shall have the right to terminate this Agreement and the Executive’s employment with the Employer immediately for cause (“Cause”) (as defined below) at any time if, during the Term, the Executive: (i) has materially breached the terms of this Agreement; (ii) violates any of the covenants of Articles III and IV of this Agreement; (iii) exhibits repeated willful, reckless, intentional, grossly negligent or wanton failure or refusal to perform his Executive Duties and Responsibilities in furtherance of the Employer’s business interest or in accordance with this Agreement (which shall be cause for termination if Employer provides Executive notice of such failure or refusal more than one time in any 12 month period); (iv) commits an intentional tort against the Employer, which materially adversely affects the business or reputation of the Employer; (v) commits any act of fraud, dishonesty or disloyalty or any act involving gross moral turpitude, which adversely affects the business or reputation of the Employer; (vi) has engaged in violations of federal or state securities laws, or has caused the Employer to engage in violations of federal or state securities laws; (vii) has been charged with criminal conduct under any federal or state laws against the Employer, which in the good-faith discretion of Employer’s Board, could have the effect of materially adversely affecting the business or reputation of the Employer or Executive’s ability to execute and perform his Executive Duties and Responsibilities under this Agreement; (viii) has been the subject of a final non-appealable conviction of or a plea of guilty or nolo contendere by the Executive to a felony or misdemeanor involving fraud, embezzlement, theft, or dishonesty, moral turpitude or other criminal conduct against the Employer or otherwise; (ix) exhibits immoderate use of alcohol or drugs that, in the discretion of the Board, impairs, or is likely to impair, the Executive’s ability to perform his duties hereunder; or (x) has become subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), (each and all of the foregoing clauses (i) through (x) constituting reasons for termination for “Cause”), provided that unsatisfactory business performance of the Employer, or mere inefficiency, or good faith errors in judgment or discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this Agreement may and the Executive’s employment with the Employer shall not be deemed to have been terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and at least fifteen (15) calendar days’ prior written notice to the Executive. Each of Executive setting forth the following shall constitute “Cause” that shall entitle Employer reason(s) for the Employer’s intention to terminate Executive’s employment for Cause: (i) any act of gross negligence. Except for a failure, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliatesbreach, or any act of fraudrefusal which, whether or by its nature, cannot involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agencybe cured, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within shall have fifteen (15) calendar days following Executive’s receipt from the delivery of written notice of by the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of Employer within which to cure any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; oracts constituting Cause.

Termination by Employer for Cause. Executive’s employment under this Agreement At any time during the Period of Employment, Employer may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment hereunder for Cause if such termination is approved by not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose. For purposes of this Agreement “Cause: ” shall mean any of the following: (i) any act of gross negligence, the willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) and continued failure of the Federal Deposit Insurance Act (Executive substantially to perform the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this AgreementAgreement (other than as a result of physical or mental illness or injury), which failure continues, in after the judgment of Board delivers to the Board, Executive a written demand for substantial performance and such nonperformance has continued for more than thirty (30) days following the giving of written notice of nonperformance from the Board that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties (provided, however, that Executive shall not be deemed to be in nonperformance if within such 30-day time period following receipt by Executive of such failurenotice he has taken steps reasonably calculated to resolve such nonperformance); or (viii) willful misconduct or gross misconduct by the Executive, that has resulted in material injury to the financial interests of or reputation of Employer; (iii) a violation of policies and procedures of Employer which in the reasonable discretion of the Board is grounds for termination of employment; (iv) a material breach by Executive of the covenants contained in Paragraph 5 of this Agreement; (v) any act or omission by Executive which, if convicted by a court of law, would constitute a felony; or involves disloyalty, dishonesty, or insubordination in Executive’s relations with Employer, the Board, other employees, or any of ExecutiveEmployer’s material obligations under customers; (v) any act or omission which is an intentional violation of the written policies of Employer; (vi) any act or omission which results in a breach of any term or condition of this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order any act or directive by any government agency having jurisdiction over Employer omission which has a material adverse effect on Employer’s reputation, business affairs or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; orgoodwill.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a determination by the CEO or a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employerits Affiliates; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent any of its Affiliates or a breach by Executive of any of his/her his fiduciary duties to Employer or Parentany of its Affiliates; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment employment, or requires Employer to terminate Executive’s employment; or.

Termination by Employer for Cause. Executive’s employment under For purposes of this Agreement may be terminated for Agreement, an event or occurrence constituting "Cause" shall mean: EMPLOYMENT AGREEMENT PAGE 5 -------------------- (a) Employee's willful failure, without further liability on or refusal after notice thereof, to perform specific directives of the part Board of Directors of Employer, effective immediately upon a vote when such directives are consistent with the scope and nature of the Board Employee's duties and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause:responsibilities as set forth in clause 2.1 hereof; or (ib) any act Dishonesty of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employee affecting Employer; or (iic) a violation by Executive of any laws or government regulations applicable to Employer Chemical dependency which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business interferes with the Employer or any performance of its AffiliatesEmployee's duties and responsibilities under this Agreement; or (iiid) the issuance Employee's conviction of an order under Section 8(e)(4) a felony or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed any crime of moral turpitude, fraud or permanently prohibited from participating in the conduct of the Employer’s businessmisrepresentation; or (ive) the commission by Executive Any gross or willful conduct of an act which would constitute (A) a felony Employee resulting in substantial loss to Employer, substantial damage to Employer's reputation, or theft or defalcation from Employer; or (Bf) any misdemeanor involving moral turpitude, deceit, dishonesty or fraudGross incompetence on the part of the Employee in the performance of the duties and responsibilities under this Agreement; or (vg) Any material breach (not covered by any failure of Executive to perform, to the reasonable satisfaction subclauses (a) through (f)) of any of the Board, a substantial portion provisions of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than Agreement if such breach is not cured within thirty (30) days following the giving of after written notice thereof to Executive Employee by Employer. Employer may at its option terminate this Agreement for Cause by giving written notice of such failure; or (vi) a breach by Executive of termination to the Employee without prejudice to any of Executive’s material obligations other remedy to which the Employer may be entitled either at law, in equity, or under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or.

Termination by Employer for Cause. Executive’s employment under For purposes of this Agreement may be terminated for Agreement, an event or occurrence constituting "Cause" shall mean: EMPLOYMENT AGREEMENT PAGE 5 -------------------- (a) Employee's willful failure, without further liability on or refusal after notice thereof, to perform specific directives of the part Board of Directors of Employer, effective immediately upon a vote when such directives are consistent with the scope and nature of the Board Employee's duties and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause:responsibilities as set forth in clause 2.1 hereof; or (ib) any act Dishonesty of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employee affecting Employer; or (iic) a violation by Executive of any laws or government regulations applicable to Employer Chemical dependency which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business interferes with the Employer or any performance of its AffiliatesEmployee's duties and responsibilities under this Agreement; or (iiid) the issuance Employee's conviction of an order under Section 8(e)(4) a felony or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed any crime of moral turpitude, fraud or permanently prohibited from participating in the conduct of the Employer’s businessmisrepresentation; or (ive) the commission by Executive Any gross or willful conduct of an act which would constitute (A) a felony Employee resulting in substantial loss to Employer, substantial damage to Employer's reputation, or (B) any misdemeanor involving moral turpitude, deceit, dishonesty theft or frauddefalcation from Employer; or (vf) any failure of Executive to perform, to Gross incompetence on the reasonable satisfaction part of the Board, a substantial portion Employee in the performance of Executive’s the duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment ; or (g) Any material breach (not covered by any of subclauses (a) through (f)) of any of the Board, for more than provisions of this Agreement if such breach is not cured within thirty (30) days following the giving of after written notice thereof to Executive Employee by Employer. Employer may at its option terminate this Agreement for Cause by giving written notice of such failure; or (vi) a breach by Executive of termination to the Employee without prejudice to any of Executive’s material obligations other remedy to which the Employer may be entitled either at law, in equity, or under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (viv) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (viv) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (viivi) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or ParentEmployer; or (viiivii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or (viii) the suspension or loss of, or a failure by Executive to maintain in full force and effect, any professional license or certification needed by Executive, under applicable law or otherwise, to be entitled to perform any of his/her responsibilities or duties under this Agreement.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (viv) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (viv) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (viivi) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viiivii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or (viii) the suspension or loss of, or a failure by Executive to maintain in full force and effect, any professional license or certification needed by Executive, under applicable law or otherwise, to be entitled to perform any of his/her responsibilities or duties under this Agreement.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (viiv) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viiiv) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself himself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or

Termination by Employer for Cause. The Employer shall have the right to terminate this Agreement and the Executive’s employment with the Employer immediately for cause (“Cause”) (as defined below) at any time if, during the Term, the Executive: (i) has materially breached the terms of this Agreement; (ii) exhibits repeated willful, reckless, intentional, grossly negligent or wanton failure or refusal to perform his duties under this Agreement may in furtherance of the Employer’s business interest or otherwise in accordance with this Agreement (which shall be cause for termination if Employer provides Executive notice of such failure or refusal more than one time in any 12 month period); (iii) commits an intentional tort against the Employer, which materially adversely affects the business or reputation of the Employer; (iv) commits any act of fraud, dishonesty or disloyalty or any act involving gross moral turpitude, which materially adversely affects the business or reputation of the Employer; (v) has engaged in violations of federal or state securities laws, or has caused the Employer to engage in violations of federal or state securities laws; (vi) has been charged with criminal conduct involving a felony or misdemeanor under any federal or state laws against the Employer, which in the good-faith discretion of Employer’s Board, could have the effect of materially adversely affecting the business or reputation of the Employer or Executive’s ability to execute and perform his duties under this Agreement; (vii) has been the subject of a final non-appealable conviction of or a plea of guilty or nolo contendere by the Executive to a felony or misdemeanor involving fraud, embezzlement, theft, or dishonesty, moral turpitude or other criminal conduct against the Employer or otherwise;(viii) exhibits immoderate use of alcohol or drugs that, in the discretion of the Board, impairs, or is likely to impair, the Executive’s ability to perform his duties under this Agreement; or (ix) has become subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), (each and all of the foregoing clauses (i) through (ix) constituting reasons for termination for “Cause”), provided that unsatisfactory business performance of the Employer, or mere inefficiency, or good faith errors in judgment or discretion by the Executive shall not constitute grounds for termination for Cause hereunder. Notwithstanding the foregoing, this Agreement and the Executive’s employment with the Employer shall not be deemed to have been terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and at least fifteen (15) calendar days’ prior written notice to the Executive. Each of Executive setting forth the following shall constitute “Cause” that shall entitle Employer reason(s) for the Employer’s intention to terminate Executive’s employment for Cause: (i) any act of gross negligence. Except for a failure, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliatesbreach, or any act of fraudrefusal which, whether or by its nature, cannot involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agencybe cured, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than shall have thirty (30) calendar days following from the giving delivery of written notice by the Employer within which to Executive of such failure; or (vi) a breach by Executive of cure any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; oracts constituting Cause.

Termination by Employer for Cause. Executive’s employment under this Agreement Employer may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause at any time upon providing written notice to Executive. For purposes of this Agreement, the term “Cause: ” shall mean: (i) any conduct by or at the direction of the Executive constituting a material act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business in connection with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) performance of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed Executive’s duties, including, without limitation, misappropriation of funds or permanently prohibited from participating in the conduct property of the Employer’s business; or (ivii) the commission by the Executive of, or a plea of an act which would constitute (A) a guilty or nolo contendere to, any felony or (B) any a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (viii) any failure conduct by or at the direction of the Executive to perform, constituting a breach of the Executive’s duty of loyalty or other fiduciary duty owing to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates subsidiaries or over affiliates; (iv) any conduct by or at the direction of the Executive which requires Executive that would reasonably be expected to disassociate himself/herself from result in material injury or reputational harm to the Employer or any of its Affiliatessubsidiaries or affiliates, suspends provided that Employer provides written notice of such conduct or direction within 10 days of learning of it to Executive and provides Executive with 30 days to cure such conduct to the extent that it can be cured; (v) continued non-performance by the Executive of the Executive’s duties or responsibilities hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) which has continued without being cured for more than 30 days following written notice of such non-performance from the Employer; (vi) a material breach by the Executive of this Agreement (including, without limitation, any breach of any of the provisions contained in Section 8 of this Agreement); (vii) the willful failure to comply with any valid and legal reasonable written directive of the Board, provided that Employer provides written notice of such conduct or direction within 10 days of learning of it to Executive and provides Executive with 30 days to comply; (viii) a material violation by the Executive of any of the Employer’s written employment policies, including, but not limited to, the Employer’s code of ethics, provided that Employer provides written notice of such conduct or requires direction within 10 days of learning of it to Executive and provides Executive with 30 days to cure such violation to the extent that such violation can be cured; (ix) a material violation by the Executive of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002’s requirements for officers of public companies that, in the sole and absolute discretion of the Board, is likely to cause substantial financial harm or substantial injury to the business reputation of the Employer; (x) 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 Employer to terminate Executive’s employmentcooperate, 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; oror (xi) commencing a romantic or sexual relationship with any employee, agent, director or business partner of Employer.

Termination by Employer for Cause. Executive’s employment under this Agreement Employer, acting by and through the Board, may be terminated for Causeterminate Employee's employment, without further obligation or liability on the part of Employerto Employee, effective immediately upon a vote of at any time the Board and written notice to the Executivedetermines that there is cause for such termination. Each The occurrence of any of the following events shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment cause for Causepurposes of this Agreement: (i) any act Employee's neglect of gross his duties, negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its AffiliatesWILLFUL wrongdoing, or any act violation of fraud, whether applicable banking laws or not involving Employer or any Affiliate of Employer; orregulations; (ii) a violation by Executive of any laws or government regulations applicable to Employer Employee's engaging in an activity which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including adversely affects Employer's reputation in the assessment of civil money damages on Employercommunity, or which could reasonably be expected evidences Employee's lack of fitness or ability to adversely affect Employer’s or any of its Affiliates reputation or goodwill with clientsperform his duties as determined by the Board, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; orin good faith; (iii) Employee's commission of any act that causes termination of coverage under Employer's Banker's Blanket Bond as to Employee, as distinguished from termination of coverage as to Employer's employees generally; (iv) The physical or mental inability of Employee to perform his duties for a period of ninety (90) days or more during any twelve (12) month period; (v) Action taken by the issuance California Department of an order under Section 8(e)(4) Banking or (g)(1) of other regulatory authority, including the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to performCorporation, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned close or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; ortake over Employer; (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice Mutual agreement of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; orparties; (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or ParentEmployee's death; or (viii) The exercise of the issuance power of an order any duly constituted regulatory authority to remove Employee from office. Any determination of termination of Employee for cause made by the Board in good faith shall terminate Employee's employment immediately, without further liability or directive by obligation to Employee under this Agreement. Employee, however, will thereafter be entitled to any government agency having jurisdiction over Employer or any accrued but unpaid salary, reimbursable expenses, and accrued vacation to the date of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any his termination, but all other remuneration and benefits will cease as of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; orthe date of termination.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employerits Affiliates; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her him under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent any of its Affiliates or a breach by Executive of any of his/her his fiduciary duties to Employer or Parentany of its Affiliates; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself himself from Employer or any of its Affiliates, suspends Executive’s employment employment, or requires Employer to terminate Executive’s employment; or.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a determination by the CEO or a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employerits Affiliates; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent any of its Affiliates or a breach by Executive of any of his/her fiduciary duties to Employer or Parentany of its Affiliates; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment employment, or requires Employer to terminate Executive’s employment; or.

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a determination by the CEO or a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause: (i) any act of gross negligence, willful misconduct or insubordination by Executive with respect to Employer or any of its Affiliates, or any act of fraud, whether or not involving Employer or any Affiliate of Employer; or (ii) a violation by Executive of any laws or government regulations applicable to Employer which could reasonably be expected to subject Employer or any of its Affiliates (including any of their respective officer or directors) to disciplinary or enforcement action by any governmental agency, including the assessment of civil money damages on Employer, or which could reasonably be expected to adversely affect Employer’s or any of its Affiliates Affiliates’ reputation or goodwill with clients, customers, regulatory agencies or suppliers doing business with the Employer or any of its Affiliates; or (iii) the issuance of an order under Section 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (the “FDIA”) requiring Executive to be removed or permanently prohibited from participating in the conduct of the Employer’s business; or (iv) the commission by Executive of an act which would constitute (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; or (v) any failure of Executive to perform, to the reasonable satisfaction of the Board, a substantial portion of Executive’s duties and responsibilities assigned or delegated to him/her under this Agreement, which failure continues, in the judgment of the Board, for more than thirty (30) days following the giving of written notice to Executive of such failure; or (vi) a breach by Executive of any of Executive’s material obligations under this Agreement, which breach remains uncured within fifteen (15) days following Executive’s receipt of written notice of the existence of such breach and, for such purposes, the term “material obligations” shall include each of Executive’s covenants and obligations contained in Section 8 hereof; or (vii) a violation by Executive of any conflict of interest policy, ethical conduct policy or employment policy adopted by Employer or Parent or a breach by Executive of any of his/her fiduciary duties to Employer or Parent; or (viii) the issuance of an order or directive by any government agency having jurisdiction over Employer or any of its Affiliates or over Executive which requires Executive to disassociate himself/herself from Employer or any of its Affiliates, suspends Executive’s employment or requires Employer to terminate Executive’s employment; or.