Cause

Cause. The following shall constitute 'Cause' for termination of employment: (i) Your willful failure to perform, or gross negligence in the performance of, your material duties and responsibilities to the Company and its Affiliates, which failure or negligence is not remedied within thirty (30) days of written notice thereof; (ii) Your material breach of any material provision of this Agreement or any other agreement with the Company or any of its Affiliates, which breach is not remedied within... thirty (30) days of written notice thereof; (iii) Fraud, embezzlement or other dishonesty with respect to the Company or any of its Affiliates, taken as a whole, which, in the case of such other dishonesty, causes or could reasonably be expected to cause material harm to the Company or any of its Affiliates, taken as a whole; or (iv) Your conviction of a felony. View More

Cause. (a) "Cause" means the Participant's: (i) intentional failure to perform reasonably assigned duties, which failure the Participant does not cure within fifteen days of the Corporation providing written notice of such failure; (ii) personal dishonesty or willful misconduct in the performance of duties; (iii) breach of fiduciary duties to the Corporation involving personal profit; (iv) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic... violations or similar offenses); or (iv) any act by a Participant involving fraud, any breach by Participant of applicable regulations of competent authorities in relation to trading or dealing with stocks, securities, investments and the like or any willful or grossly negligent act by the Participant resulting in an investigation by the Securities and Exchange Commission, which, in the case of (iv) above, the Board reasonably determines materially adversely affects the Corporation or the Participant's ability to perform his or her duties to the Corporation. For purposes of this definition, an act, or failure to act, on Participant's part shall be deemed "willful" if done, or omitted to be done, by the Participant in bad faith and without reasonable belief that the action or omission was in the best interest of the Corporation. For purposes of this definition, "Corporation" includes any applicable Subsidiary, Successor and any Subsidiary of a Successor. View More

Cause. Shall have the same meaning as set forth in Executive's Employment Agreement dated January 17, 2013, as may be amended from time to time.

Cause. For termination of a Participant's service relationship means "Cause" as defined in the Participant's employment agreement with the Company, if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause means (i) the Participant's continued failure to substantially perform his or her duties with the Company (other than any such failure resulting from his or her incapacity due to physical or... mental illness); (ii) the Participant's significant and intentional breach of any of the Company's policies; (iii) the Participant's willful commission of an act of fraud or dishonesty; (iv) an act of embezzlement, theft or any other material violation of law by the Participant that occurs during or in the course of his or her employment with Company; (v) willful conduct by the Participant that is materially injurious to the Company, monetarily or otherwise; (vi) a willful breach by the Participant of his or her fiduciary duty to the Company and/or intentional damage to Company assets; or (vii) the Participant's material breach of any confidentiality, non-compete or non-solicitation covenants entered into with the Company, including, but not limited, to any such covenants set forth in an employment agreement or offer letter between the Participant and the Company. For purposes of this definition, the determination of whether an action will be considered "willful" or "intentional" is to be made by the Company's Chief Executive Officer and/or the Committee acting in good faith. "Cause" also includes any of the above grounds for termination regardless of whether the Company learns of it before or after the termination of a Participant's service relationship. View More

Cause. Includes any of the following committed by Executive (or omitted to be done by Executive) that occur on or after the Effective Date:(i) Theft, unlawful acts involving moral turpitude, or fraud with respect to any aspect of the Company's business;(ii) Neglect of or failure to perform employment duties;(iii) Insubordination;(iv) Abuse of alcohol or other drugs or substances;(v) A conviction of or plea of "guilty" or "no contest" to a felony under the laws of the United States or any state thereof... (or admission or confession with respect thereto); 2 EXHIBIT 10.16 (vi) Any violation or breach of any Company policy that has been established to comply with either the Sarbanes-Oxley Act of 2002 (or any regulations or rules or decisions that implement/interpret such Act) or any laws, rules, or requirements of the Securities and Exchange Commission or the New York Stock Exchange; (vii) Conduct on the part of Executive that constitutes a breach of any fiduciary duty or duty of loyalty owed to the Company or its affiliates by Executive; or(viii) Breach of this Agreement; provided, however, that any such breach or violation of Sections 1(e)(ii), (iii), (iv), or (viii) hereof shall not constitute Cause unless it is (A) not reasonably curable or (B) if reasonably curable, is not cured by the Executive within thirty (30) days notice from the Company. View More

Cause. (i) the Employee's conviction of any crime deemed by the Company to make the Employee's continued employment untenable; (ii) the Employee's willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) the Employee's conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) the breach by the Employee of any written covenant or agreement... with the Company or (v) the Employee's failure to comply with or breach of the "code of conduct" applicable to the employees of the Company or the Successor Employer (as defined below) as in effect from time to time. View More

Cause. Shall mean mean (i) gross negligence or willful misconduct in the performance of Executive's duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial damage to the Company or its subsidiaries; (ii) commission of any act of fraud or dishonesty with respect to the Company or breach of Executive's fiduciary duties to the Company; or (iii) conviction of a felony or a crime involving moral turpitude or otherwise causing material harm... to the standing and reputation of the Company. View More

Cause. A termination for "Cause" shall have occurred where a Participant's employment is terminated because of: (i) the Participant's willful misconduct that is materially and demonstrably injurious to the Company; (ii) the Participant's willful and improper use or disclosure of the Company's confidential or proprietary information that is materially and demonstrably injurious to the Company; (iii) the Participant's willful refusal to substantially perform his duties; or (iv) the Participant's... conviction (including any plea of guilty or nolo contendere) of a criminal act which impairs the Participant's ability to perform his duties with the Company; provided that, the Company will provide the Participant with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is possible, Participant shall first be provided a 30-day cure period during which he may cure the circumstances alleged to constitute Cause. View More

Cause. Willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for "Cause" if the... Company determines, within 30 days after the Participant's resignation, that discharge for cause was warranted. Notwithstanding the foregoing, if a Participant and the Company or any Subsidiary have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines "cause," then with respect to such Participant, "Cause" shall have the meaning defined in that employment agreement, consulting agreement or other agreement. View More

Cause. (i) documented nonperformance or nonperformance of the Executive Duties, or refusal to abide by or comply with the reasonable directives of the CEO, or the Company's policies and procedures that continues without cure or remedy for thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has failed to perform such duties or comply with such directions, (ii) conviction for, or plea of nolo contendere to, any felony causing... material harm to the Company or the reputation of the Company, or any other conviction for, or plea of nolo contendere to, any act or omission involving fraud, theft or embezzlement, (iii) the commission of any other act or omission involving fraud with respect to the Company or any of its Affiliates that could reasonably constitute a crime under applicable law based on the facts and circumstances as alleged, (iv) a breach by the Executive of Sections 5 or 6 of this Agreement (v) the commission of any act that is in breach of Executive's fiduciary duties of care or loyalty to Company, (vi) gross negligence or willful misconduct with respect to the Company or any of its Affiliates that continues without cure or remedy for thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has engaged in gross negligence or willful misconduct with respect to the Company or any of its Affiliates, or (vii) a breach by Executive of any other material provision of this Agreement that is not susceptible to remedy or cure, or if susceptible to remedy or cure, that is not cured or remedied and continues beyond thirty (30) days after the CEO has given written notice to Executive specifying in reasonable detail the manner in which Executive has breached this Agreement. View More