Cause

Cause. Shall mean any of the following: (i) an intentional unauthorized use or disclosure of the Corporation's confidential information or trade secrets, which use or disclosure causes material harm to the Corporation, (ii) a material breach of any agreement between Executive and the Corporation, (iii) a material failure to comply with the Corporation's written policies or rules, (iv) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state... thereof, (v) gross negligence or willful misconduct or (vi) a continued failure to perform assigned duties after receiving written notification of such failure from the Board. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a Notice of Termination and copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of those members of the Board who are not then employees of the Corporation at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive was guilty of the conduct set forth in the first sentence of this Section 1(b) and specifying the particulars thereof in detail. View More

Cause. Will mean: (i) Executive's willful failure to substantially perform Executive's duties hereunder, other than a failure resulting from Executive's Disability; (ii) Executive's willful act which constitutes gross misconduct and which is injurious to the Company; (iii) Executive's willful breach of a material provision of this Agreement; or (iv) Executive's knowing, material and willful violation of a federal or state law or regulation applicable to the business of the Company. In the event of... any alleged breach pursuant to (i) or (iii) of this Section 5(a), the Company will first give Executive written notice of the conduct constituting the alleged performance breach and provide Executive with sufficient information to enable Executive to correct the deficiency within a reasonable time period, which will not be less than thirty (30) days, before the Company can proceed with a termination for Cause under either (i) or (iii) of this Section 5(a). View More

Cause. Means those events or conditions described in subsections 9(a)(1) and (2).

Cause. Means: (i) the willful and continued failure by Participant to substantially perform Participant's duties with the Company or any Affiliate (other than any such failure resulting from a Disability), (ii) Participant is convicted of a felony, (iii) Participant willfully engages in gross misconduct materially and demonstrably injurious to the Company or any Affiliate or (iv) Participant commits one or more significant acts of dishonesty as regards the Company or any Affiliate. For purposes of... clause (i) above, no act, or failure to act, on Participant's part shall be deemed "willful" unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's act, or failure to act, was in the best interest of the Company. In the case of clause (i) above, the determination of whether Cause exists shall only be made within thirty (30) days following the delivery of a written demand for substantial performance to the Participant by the Board of Directors, or any employee of the Company or an Affiliate with supervisory authority over the Participant, that specifically identifies the manner in which the Board of Directors or such supervising employee believes that the Participant has not substantially performed the Participant's duties. View More

Cause. The meaning assigned to such term in any individual employment or service agreement with a Designated Participant or, if no such agreement exists or if such agreement does not define Cause, Cause shall mean (i) a Designated Participant's act(s) of gross negligence or willful misconduct in the course of Designated Participant's employment with, or services to, the Company that is or could reasonably be expected to be materially injurious to the Company or any of its subsidiaries, (ii) willful... failure or refusal by a Designated Participant to perform in any material respect his or her duties or responsibilities, (iii) misappropriation by a Designated Participant of any assets of the Company or any of its subsidiaries, (iv) embezzlement or fraud committed by a Designated Participant, or at his or her direction, (v) a Designated Participant's conviction of, or pleading "guilty" or " no contest" to a felony under United States state or federal law View More

Cause. For termination shall be deemed to exist upon (a) the Executive's use of alcohol or narcotics which proximately results in the willful material breach or habitual willful neglect of the Executive's duties under this Agreement; (b) the Executive's criminal conviction of fraud, embezzlement, misappropriation of assets, or the Executive's conviction of any felony or crime of moral turpitude, but in no event traffic or similar violations; (c) any act of the Executive constituting willful misconduct... which is materially detrimental to the Company's best interests, including but not limited to misappropriation of, or intentional damage to, the funds, property or business of the Company; (d) except with regard to violation of Company policies prohibiting harassment or discrimination, the Executive's material violation of the Company's policies if such violations are not cured or ended within thirty (30) days after notice thereof by the Company specifying the nature of such material violation; (e) the Executive's material violations of the Company's policies prohibiting harassment or discrimination; or (f) the Executive's willful Material Breach (as defined below) of this Agreement, if such willful Material Breach is not cured by the Executive within thirty (30) days after the Company's written notice thereof specifying the nature of such willful Material Breach. "Material Breach" shall mean (x) the substantial and continual willful nonperformance of the Executive's material duties under this Agreement resulting from the Executive's gross negligence or willful misconduct which the Board reasonably determines has resulted in material injury to the Company or (y) the breach of Section 7 or Section 8 of this Agreement. View More

Cause. (i) your willful and continued failure to perform substantially your duties with the Company (other than any such failure resulting from your Disability), (ii) any act of personal dishonesty, fraud or misrepresentation taken by you which was intended to result in substantial gain or personal enrichment for you at the expense of the Company, (iii) the willful engaging by you in illegal conduct or gross misconduct which is or is reasonably likely to be injurious to the Company; (iv) your... conviction of, or plea of nolo contendere or guilty to, a felony under the laws of the United States or any State; (v) your breach of the terms of your agreement(s) with the Company relating to proprietary information and inventions assignment, including your Austin, Gene - President EPIA; or (vi) your material breach of the terms of this letter. For purposes of this letter, clauses (i), (v) and (vi) shall constitute "Cause" only after you have received from the Board written notice describing the circumstances of such breach or failure in reasonable detail and have been given a reasonable cure period of not less than thirty (30) days. View More

Cause. For Executives employed in the United States, (i) the Executive's conviction of, or pleading nolo contendere to, any crime, whether a felony or misdemeanor, involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or NASDAQ OMX or its affiliates' property (with the exception of minor traffic violations or similar misdemeanors); (ii) the Executive's repeated neglect of his duties; or (iii) the Executive's willful misconduct in connection with the... performance of his duties. For Executives employed outside of the United States, "Cause" shall be defined consistent with the requirements of local law in the jurisdiction where the Executive is regularly assigned to work. View More

Cause. For purposes of this Agreement, 'Cause' shall mean (i) failure by Executive to substantially perform Executive's duties and responsibilities of your position with the Company (other than such failure resulting from Executive's incapacity due to physical or mental illness), provided that following a Change of Control such failure must be willful and continued; (ii) a felony conviction or a plea of 'guilty' or 'no contest' to a felony and which has an adverse effect on the business or affairs of... the Company or its affiliates or stockholders, provided that following a Change of Control such adverse affect must be a material adverse effect on the Company or its affiliates or stockholders; (iii) intentional or willful misconduct or refusal to follow the reasonable and lawful instructions of the Board; (iv) intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders, provided that following a Change of Control such adverse affect must be a material adverse effect on the Company or its affiliates or stockholders; (v) material fraud or dishonesty against the Company; (vi) prior to a Change of Control, material violation of a written Company policy or agreement or a material Company policy or agreement broadly understood by Company executives which has an adverse effect on the Company or its affiliates or stockholders, or, following a Change of Control, violation of Company policy or agreement which has a material adverse effect on the Company or its affiliates or stockholders; or (vii) failure to cooperate with the Company in any investigation or formal proceeding by the Board or any governmental or self-regulatory entity except that Executive's failure to waive attorney-client privilege or Fifth Amendment rights in connection with any such investigation or proceeding will not constitute 'Cause'. For these purposes, no act or failure to act shall be considered 'intentional or willful' unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. No termination of Executive for Cause shall be effective unless: Executive is given written notice from the Board of the condition that could constitute Cause and, if capable of being cured, at least thirty (30) days to cure the condition. View More

Cause. Shall have the same meaning as under any employment agreement between the Company or any Affiliate and the Participant or, if no such employment agreement exists or if such employment agreement does not contain any such definition, Cause means Participant's termination of employment by the Company or any Affiliate by reason of his or her misconduct in respect of the Participant's obligations to the Company or Affiliate, including, but not limited to, the Participant's dishonesty, disloyalty,... insubordination, unsatisfactory performance, or failure to follow policies, rules, or procedures of the Company or Affiliate. View More