(c) Termination by the Employers for Cause. The Employers may terminate the Executives employment hereunder for Cause. For purposes of this Agreement, Cause shall mean any of the following:
(i) conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executives duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the Company Board or the Bank Board; (B) dishonesty to the Company Board or the Bank Board with respect to any material matter; or (C) misappropriation of funds or property of the Company, the Bank or any of its or their subsidiaries or affiliates other than the occasional, customary and de minimis use of the Employers property for personal purposes;
(ii) the commission by the Executive of, or indictment of the Executive for, acts satisfying the elements of (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud;
(iii) any misconduct by the Executive, regardless of whether or not in the course of the Executives employment, that would reasonably be expected to result in material injury or reputational harm to the Company or the Bank or any of its or their subsidiaries or affiliates if the Executive were to continue to be employed in the same position;
(iv) a breach by the Executive of any of the provisions contained in Section 8 of this Agreement or the Nonsolicitation Agreement (as defined below);
(v) a material violation by the Executive of any of the Companys or the Banks written employment policies (including, without limitation, any ethic policies, codes of conduct, policies concerning substance abuse or policies concerning sexual harassment or other discriminating harassment); or
(vi) the Executives failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company or the Bank 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.
(d) Termination by the Employers without Cause. The Employers may terminate the Executives employment hereunder at any time without Cause. Any termination as a result of the death or disability of the Executive under Section 3(a) or (b) shall not be considered a termination without Cause.
(e) Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to Good Reason. For purposes of this Agreement, Good Reason shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executives consent (each, a Good Reason Condition):
(i) a material adverse change by the Employers, not consented to by the Executive, in the nature or scope of the Executives responsibilities, title, authorities, powers, functions or duties from the responsibilities, title, authorities, powers, functions or duties normally exercised by an executive in the position of President and CEO of the Company and the Bank;