Cause

Cause. Shall have the meaning set forth in the applicable Agreement and, in the absence of such a definition in the Agreement, means a felony conviction of a participant or the failure of a participant to contest prosecution for a felony, or a participant's gross negligence, willful misconduct or dishonesty, any of which is directly or materially harmful to the business or reputation of the Company or any Subsidiary, as determined by the Committee in its sole discretion.

Cause. The occurrence of any of the following events: (i) willful failure or refusal to perform the duties as set forth in Section 1(a) as determined by the Board of Directors or implement a reasonable and good faith directive from the Board of Directors which has been proven to have caused material harm to the Company, in each case remaining uncured for a period of fourteen (14) days after receipt of written notice from the Board of Directors specifying such failure or refusal; (ii) intentional... disclosure by the Executive to an unauthorized person of Confidential Information or Trade Secrets, which has been proven to have caused material harm to the Company.; (iii) any act by the Executive of fraud against, material misappropriation from, or significant dishonesty to either the Company or an Affiliate, or any other party, which has been proven to have caused material harm to the Company but in the latter case only if in the reasonable opinion of at least two-thirds of the members of the Board of Directors of the Company (excluding the Executive), such fraud, material misappropriation, or significant dishonesty has been proven to have caused material harm to the Company or its Affiliates; (iv) conviction of, or plea of nolo contendere to, a felony which which has been proven to have caused material harm to the Company; (v) a material breach of this Agreement by the Executive, provided that the nature of such breach will have been proven to have caused material harm to the Company and shall be set forth with reasonable particularity in a written notice to the Executive who shall have ten (10) days following delivery of such notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors, susceptible to a cure. View More

Cause. The term "Cause" shall mean (A) Executive's willful and continued failure to substantially perform Executive's duties to the Company or any of its Subsidiaries or Affiliates (other than as a result of total or partial incapacity due to physical or mental illness or as a result of Executive resigning as Chief Executive Officer of Apria) which failure has continued for a period of at least 20 days following delivery to Executive of written demand by the Company or any of its Subsidiaries or... Affiliates specifying the manner in which Executive has willfully failed to so perform; (B) Advisor's engagement in fraud or willful dishonesty (other than dishonesty that has no material detrimental impact on the reputation or business of the Company and its Affiliates); (C) any act on the part of Executive that constitutes a felony (other than traffic offenses), or its equivalent under applicable non-U.S. law (provided that if Executive's employment is terminated for "Cause" as a result of any such act, but is not convicted in respect of, and does not plead guilty or nolo contendere to, the applicable conduct before a court of competent jurisdiction, then the Company shall have the burden of establishing by clear and convincing evidence that such conduct occurred and could reasonably be expected to have a material detrimental impact on the reputation or business of the Company and its Affiliates (and the failure to so satisfy such burden shall result in the termination of Executive's employment being without Cause) or (D) Executive's material breach of the provisions of Appendix A hereto; provided, further, that "Cause" shall cease to exist for an event on the 90th day following the later of its occurrence or the knowledge thereof by a majority of the Board, unless the Company or any of its Subsidiaries or Affiliates has given Executive written notice thereof prior to such date. A termination of Executive shall not be deemed with Cause unless and until there shall have been delivered to Executive a copy of a finding duly approved by a majority of the entire membership of the Board (not including Executive), concluding that, in the good faith opinion of such majority, Executive has engaged in the conduct described in one or more of the clauses above, specifying the particulars thereof in reasonable detail and demonstrating that no cure by Executive was effected following giving Executive 20 days to cure the negative impact of such conduct after written notice by the Company or any of its Subsidiaries or Affiliates to Executive of such conduct, or, in the Board's good faith reasonable judgment, no cure was possible. View More

Cause. The Company or a Related Entity having cause to terminate Grantee`s employment or service in accordance with the provisions of any existing employment, consulting or any other agreement between Grantee and the Company or a Related Entity or, in the absence of such an employment, consulting or other agreement, upon (i) the determination by the Committee that Grantee has ceased to perform Grantee's duties to the Company or a Related Entity (other than as a result of Grantee's incapacity due to... physical or mental illness or injury), which failure amounts to intentional and extended neglect of Grantee's duties, (ii) the Committee's determination that Grantee has engaged or is about to engage in conduct injurious to the Company or a Related Entity, or (iii) Grantee having plead no contest to a charge of a felony or having been convicted of a felony. View More

Cause. The term "Cause" shall have the meaning assigned such term in Executive's employment agreement (the "Employment Agreement") with Apria Healthcare Group Inc. ("Apria") dated as of the date hereof.

Cause. Has the meaning given such term in the Plan.

Cause. With respect to a Participant who is an employee of the Company: (i) intentional fraud or material misappropriation with respect to the business or assets of the Company; (ii) the persistent refusal or willful failure of the Participant to perform substantially his or her duties and responsibilities to the Company, which continues after the Participant receives notice of such refusal and is afforded a period of not less than 45 days to remedy the refusal or failure to the satisfaction of the... Board; or (iii) conduct that constitutes disloyalty to the Company or that materially damages the property, business or reputation of the Company. View More

Cause. Any of the following: (i) an Eligible Individual has failed or refused to substantially perform such Eligible Individual's duties, responsibilities or authorities (other than any such refusal or failure resulting from such Eligible Individual's becoming Disabled); (ii) any commission by or indictment of by an Eligible Individual of a felony or crime of moral turpitude; (iii) an Eligible Individual has engaged in material misconduct in the course and scope of such Eligible Individual's... employment 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) an Eligible Individual has committed any act of fraud, embezzlement, theft, dishonesty, misrepresentation or falsification of records; or (v) an Eligible Individual 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. Means (i) the continued failure by Executive to perform substantially his or her duties with the Company (other than any such failure resulting from Executive's Disability or from termination by Executive for Good Reason) which failure, in the reasonable judgment of the Company, is willful; (ii) any act or acts of personal dishonesty by Executive intended to result in Executive's personal enrichment at the expense of the Company (including but not limited to wrongful appropriation of funds of... the Company or its Affiliates); (iii) willful and deliberate misconduct during the course of employment; or (iv) the commission of a gross misdemeanor or felony (whether or not the Company is the victim of such offense). View More

Cause. Means, with respect to a particular Participant, the occurrence of any of the following: (i) such Participant's conviction of any felony or any crime involving fraud; (ii) such Participant's participation (whether by affirmative act or omission) in a fraud or felonious act against the Company and/or its Affiliates; (iii) conduct by such Participant which, based upon a good faith and reasonable factual investigation by the Company (or, if such Participant is an Officer, by the Board),... demonstrates such Participant's unfitness to serve; (iv) such Participant's violation of any statutory or fiduciary duty, or duty of loyalty owed to the Company and/or its Affiliates and which has a material adverse effect on the Company and/or its Affiliates; (v) such Participant's violation of state or federal law in connection with such Participant's performance of such Participant's job which has a material adverse effect on the Company and/or its Affiliates; (vi) breach of any material term of any contract between such Participant and the Company and/or its Affiliates; and (vii) such Participant's violation of any material Company policy. Notwithstanding the foregoing, such Participant's death or Disability shall not constitute Cause as set forth herein. The determination that a termination is for Cause shall be made by the Board or Committee, as applicable, in its sole and exclusive judgment and discretion. View More