Cause

Cause. Means: (1) the Participant's refusal to perform duties properly assigned which are consistent with the scope and nature of the Participant's position, or (2) the Participant's commission of an act materially detrimental to the financial condition and/or goodwill of the Company or any of its subsidiaries, or (3) the Participant's gross negligence or willful misconduct in the performance of duties to the Company or its subsidiaries, or (4) the Participant's commission of any act of theft, fraud,... dishonesty or breach of trust involving the Company or any of its subsidiaries, or (5) the Participant's commission of a felony or (6) any breach by the Participant of one or more covenants contained in the Noncompetition Agreement, or (7) the material violation by the Participant of any of the Company's written policies or the violation by the Participant of any statutory or common law duty of loyalty to the Company or its subsidiaries. View More

Cause. Means, as determined by the Committee, the occurrence of any one of the following: (i) any act of dishonesty, willful misconduct, gross negligence, intentional or conscious abandonment or neglect of duty by the Employee; (ii) a violation by the Employee of the Company's Code of Conduct or Code of Ethics, as applicable; (iii) commission by the Employee of a criminal activity, fraud or embezzlement; (iv) a failure by the Employee to reasonably cooperate in any investigation or proceeding... concerning the Company; (v) any unauthorized disclosure or use of confidential information or trade secrets by the Employee; or (vi) any violation of any restrictive covenant, such as a non-compete, non-solicit or non-disclosure agreement, between the Employee and the Company; provided, however, that in the event the Employee is party to an employment agreement with the Company that contains a different definition of Cause, the definition of Cause contained in such employment agreement shall be controlling. View More

Cause. (i) any material violation by the Executive of any Company policy; (ii) any failure by the Executive substantially to perform his or her duties for the Company; (iii) any act or omission involving dishonesty, fraud, willful misconduct or gross negligence on the part of the Executive that is or may be materially injurious to the Company; and (iv) any felony or other crime involving moral turpitude committed by the Executive.

Cause. Unless otherwise provided in a particular Award Agreement, "cause" as defined in any employment or severance agreement the Participant may have with the Company or a Subsidiary or, if no such agreement exists, (a) commission of any criminal act; (b) engaging in any act involving dishonesty or moral turpitude; (c) material violation of the Company's or any of its Subsidiaries' written policies; or (d) serious neglect or misconduct in the performance of the Participant's duties for the Company... or any of its Subsidiaries or willful or repeated failure or refusal to perform such duties, in each case as determined by the Committee in its sole discretion, which determination will be final, binding and conclusive. View More

Cause. With respect to any Participant, (i) embezzlement, theft or misappropriation by the Participant of any property of the Company, (ii) the Participant's willful breach of any fiduciary duty to the Company, (iii) the Participant's willful failure or refusal to comply with laws or regulations applicable to the Company and its business or the policies of the Company governing the conduct of its employees, (iv) the Participant's gross incompetence in the performance of the Participant's job duties,... (v) commission by the Participant of a felony or of any crime involving moral turpitude, fraud or misrepresentation, (vi) the failure of the Participant to perform duties consistent with a commercially reasonable standard of care or (vii) any gross negligence or willful misconduct of the Participant resulting in a loss to the Company View More

Cause. Means the discharge resulting from a determination by a vote of the Board that the Employee: (a) has been convicted of a felony involving dishonesty, fraud, theft or embezzlement or any other felony; or (b) has performed or failed to act, which if he were prosecuted and convicted for such performance or failure would constitute a crime or offense involving money or property of the Company (in either case in an amount or at a value in excess of $5,000), or which would constitute a felony in the... jurisdiction involved. View More

Cause. The willful engaging by you in criminal or fraudulent acts or gross misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. No act or failure to act on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until... there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in the first sentence of this subsection and specifying the particulars thereof in detail. View More

Cause. Shall have the meaning set forth in any applicable agreement between the Company and Grantee regarding Grantee's Service with the Company and, if "Cause" is not so defined, shall mean any of the following: (i) Grantee has failed or refused to substantially perform Grantee's duties, responsibilities, or authorities (other than any such refusal or failure resulting from Grantee's becoming Disabled); (ii) any commission by or indictment of Grantee of a felony or other crime of moral turpitude;... (iii) Grantee has engaged in material misconduct in the course and scope of Grantee's Service with the Company, including, but not limited to, gross incompetence, disloyalty, disorderly conduct, insubordination, harassment of other employees or third parties, chronic abuse of alcohol or unprescribed controlled substances, improper disclosure of confidential information, chronic and unexcused absenteeism, improper appropriation of a corporate opportunity or any other material violation of the Company's personnel policies, rules or codes of conduct or any fiduciary duty owed to the Company or its Affiliates, or any applicable law or regulation to which the Company or its Affiliates are subject; (iv) Grantee has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) Grantee has engaged in any act or omission that is likely to materially damage the Company's business, including, without limitation, damages to the Company's reputation. View More

Cause. For purposes of this Agreement, 'Cause' means (i) any act of criminal or fraudulent misconduct, as determined by the Company's Board of Directors (the 'Board'), taken by Employee in connection with Employee's responsibilities as an employee of the Company which is intended to result in Employee's personal enrichment; (ii) Employee's conviction of, or plea of nolo contendere to, a felony under applicable law; (iii) the breach of a fiduciary duty owed by Employee to the Company or its... stockholders; or (iv) continued material violations by Employee of Employee's employment obligations to the Company after Employee has been given adequate written notice of such violations and he is given fifteen (15) days to cure the violations that are the basis of such written notice. Anything herein to the contrary notwithstanding, any termination for 'Cause' within the meaning of clauses (i), (iii) or (iv) of this subsection must be determined by two-thirds (2/3rd) vote of the Board, with Employee first having been given specific written explanation of the basis for the 'Cause' determination and an opportunity to appear before the Board prior to final Board action. View More

Cause. (i) 'Cause' as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define 'Cause': (A) a material breach by the Grantee of any written policies of the Company or any Affiliate required by law or established to maintain compliance with applicable law; (B) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Grantee against the Company or any Affiliate or any client of the Company or an... Affiliate; (C) conviction (including a plea of nolo contendere) of the Grantee for the commission of a felony that could, in the Company's reasonable judgment, impair the Grantee's ability to perform his or her duties or adversely affect the Company's or any Affiliate's business or reputation; or (D) entry of any order against the Grantee by any governmental body having regulatory authority with respect to the Company's or any Affiliate's business, which order relates to or arises out of the Grantee's employment or service relationship with the Company or any Affiliate. Unless otherwise provided in an Individual Agreement with respect to for Cause terminations, a determination of Cause under the Plan only may be made by the Company's Chief Executive Officer and a majority of the members of the Management Committee (excluding the Grantee, if applicable). View More