Cause

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder if the Board determines, in good faith, that any of the following have occurred: (i) Executive's willful and continued failure to substantially perform Executive's duties or responsibilities under this Agreement or (including a continuing failure (after written request therefor) to comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement (other than as a result of... Executive's Disability)); or (ii) Executive's engaging in gross misconduct materially injurious to the Company, including the commission of an act of fraud, embezzlement or misappropriation against the Company or any of its affiliates or any material breach of this Agreement that results in material harm to the Company. View More

Cause. (i) any act of personal dishonesty taken by the Executive in connection with his responsibilities hereunder and intended to result in material and substantial personal enrichment of the Executive, (ii) Executive's conviction of, or plea of nolo contendere to, a felony, (iii) a willful act by the Executive which constitutes gross misconduct and which is materially injurious to the Company or its affiliates, and (iv) following delivery to the Executive of a written demand for performance from the... Board which describes the basis for the Board's belief that the Executive has performed his duties in a grossly negligent manner, the Executive's failure to cure such acts of gross negligence within a reasonable period of no less than thirty (30) days from the date the Board provides written notice. The determination of "Cause" shall be made by the Board in its reasonable discretion within ninety (90) days of its initial existence and, with respect to Section 11(a)(iv), Executive must be provided with at least thirty (30) days to remedy the condition. View More

Cause. The occurrence of any of the following: (a) Executive's conviction of an act that, under applicable law or government regulations, constitutes a felony or a misdemeanor involving moral turpitude; (b) Executive's commission of an act that subjects or, in the judgment of the Company's Board of Directors (the "Board"), is reasonably likely to subject, the Company, or any Affiliate of the Company, to any material civil liabilities or penalties or any criminal penalties or fines; (c) Any conduct by... Executive that constitutes unlawful harassment, discrimination or retaliation, or which, in the good faith judgment of the Board, is deemed by it to be detrimental to the Company's reputation or its competitive position within any of its markets (including the use or possession by Executive of any controlled substance, chronic abuse of alcoholic beverages, moral turpitude or the like); (d) Executive's breach or violation of any of his covenants in his Employee Confidentiality Agreement; (e) Executive's breach or violation of any conflict of interest, ethics or employment policies from time to time adopted by the Board and made applicable to all Company employees generally or any of such policies that are applicable more specifically to financial executives or executive officers of the Company, (i) which continues unremedied for a period of ten (10) days following written notice thereof to Executive from the Company or (ii) which the Board determines is not susceptible of cure within such 10-day time period; (f) Executive's breach or violation of any of his material covenants or obligations contained in this Agreement (i) which continues unremedied for a period of fifteen (15) days following written notice thereof from the Company to Executive or (ii) which the Board determines is not susceptible of cure within such 15-day time period; (g) Executive's gross negligence or willful misconduct, or the reckless disregard by Executive of material and adverse consequences to the Company or any of its Affiliates of any of his decisions or actions, in each case as determined in good faith by the Board; and (h) Executive's insubordination with respect to any lawful direction of the Board or Executive's failure, on at least two separate occasions, to perform his material duties as Chief Executive Officer, other than due to his illness or his Disability (as defined below) View More

Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of fiduciary duty by the Advisor, breach of this Agreement, or the bankruptcy of the Sponsor.

Cause. For purposes of this Agreement and all other agreements, plans and programs, which shall be deemed amended to the extent, if any, inconsistent, "Cause" means (i) Executive's willful and continued failure to substantially perform the reasonable and lawful duties and responsibilities of Executive's position that is not corrected after one written warning detailing the concerns and offering Executive a reasonable period of time to cure; (ii) any material and 10 willful violation of any federal... or state law by Executive in connection with Executive's responsibilities as an employee of the Company; (iii) any act of personal dishonesty taken by Executive in connection with Executive's responsibilities as an employee of the Company with the intention or reasonable expectation that such may result in personal enrichment of Executive; (iv) Executive's conviction of, or plea of nolo contendere to, or grant of prayer of judgment continued with respect to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; or (v) Executive materially breaching Executive's Confidential Information Agreement as modified by this Agreement, which breach is (if capable of cure in the reasonable and good faith judgment of the Board) not cured within thirty (30) days after the Company delivers written notice to Executive of the breach. View More

Cause. For purposes of this Agreement, "Cause" shall mean (i) the Executive's continued failure to substantially perform the duties and obligations under this Agreement (for reasons other than death or Disability); (ii) the commission by Employee of (x) an act of dishonesty or act constituting common law fraud, embezzlement or a felony, or (y) any violation of federal or state law, tortious act, unlawful act or malfeasance which causes or reasonably could cause material harm to the Company's standing,... condition or reputation; (iii) the Executive's violation of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (iv) the Executive's material breach of the terms of this Agreement or the EPIA. With respect to subsection (i) above, before the Company can terminate Executive for Cause for the continued failure to substantially perform his duties, the Company must provide Executive with written notice of the grounds for Cause and provide Executive no less than thirty (30) days from the date of the notice (the "Cure Period") to cure the deficiencies in his performance and avoid termination. If Executive cures the conditions giving rise to Cause for termination within the Cure Period but the Company terminates Executive's employment during or at the end of the Cure Period, Executive will be entitled to the severance payments and/or benefits contemplated by Section 9 above. View More

Cause. For purposes of this Agreement, "Cause" shall mean (i) the Executive's continued failure to substantially perform the duties and obligations under this Agreement (for reasons other than death or Disability); (ii) the commission by Employee of (x) an act of dishonesty or act constituting common law fraud, embezzlement or a felony, or (y) any violation of federal or state law, tortious act, unlawful act or malfeasance which causes or reasonably could cause material harm to the Company's standing,... condition or reputation; (iii) the Executive' s violation of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (iv) the Executive's material breach of the terms of this Agreement or the EPIA. View More

Cause. The meaning set forth in a Grant Notice or other written employment or services agreement between the Participant and Odonate or an Affiliate thereof, or if no such meaning applies, means with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation... in, a fraud or act of dishonesty against Odonate or its affiliates; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and Odonate or of any statutory duty owed to Odonate or its affiliates; (iv) such Participant's unauthorized use or disclosure of Odonate's or its affiliates' confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a Participant's Separation from Service is either for Cause or without Cause shall be made by the Administrator in its sole discretion. Any determination by the Administrator that a Participant's Separation from Service was by reason of dismissal without Cause for the purposes of the Plan shall have no effect upon any determination of the rights or obligations of Odonate or such Participant for any other purpose. A Participant's employment or service will be deemed to have been terminated for Cause if it is determined subsequent to his or her termination of employment or service that grounds for termination of his or her employment or service for Cause existed at the time of his or her termination of employment or service. View More

Cause. Termination by the Company of the Executive's employment shall mean (i) failure by the Executive to perform the essential functions of the Executive's position with the Company, other than any failure resulting from the Executive's incapacity due to physical or mental disability; (ii) failure to comply with any lawful directive by the Board; (iii) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other... policy of the Company; (iv) a breach of any fiduciary duty to Company; (v) misconduct in the course and scope of employment by the Executive that is injurious to the Company, from a monetary or reputational standpoint; (vi) any attempt to willfully obtain any personal profit from any transaction which is adverse to the interests of the Company or any of its subsidiaries and in which the Company or any of its subsidiaries has an interest or any other act of fraud or embezzlement against the Company, any of its subsidiaries or any of its customers or suppliers; (vii) a breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; (viii) the repeated use of alcohol by the Executive that interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company; (ix) violation of any applicable law, rule or regulation, including without limitation the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; or (x) the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude. With respect to subsections (i), (ii) and (iii) above, the Executive shall be notified in writing (including via email) of any alleged failure, breach or violation, such notice shall specify in reasonable detail the facts and circumstances claimed to constitute Cause under subsections (i), (ii) or (iii) as applicable and the Executive shall be given at least fifteen (15) calendar days to remedy or cure any failure, breach or violation. For purposes of this definition following a Change in Control, the Board's determination of "Cause" must be made in good faith. View More

Cause. A determination by the Board that your employment be terminated for any of the following reasons: (i) failure or refusal to comply in any material respect with lawful policies, standards or regulations of Company; (ii) a violation of a federal or state law or regulation applicable to the business of the Company; (iii) conviction or plea of no contest to a felony under the laws of the United States or any State; (iv) fraud or misappropriation, of property belonging to the Company or its... affiliates; (v) a breach in any material respect of the terms of any confidentiality, invention assignment or proprietary information agreement with the Company or with a former employer, (vi) your failure to perform your material duties after having received written notice of such failure and at least thirty (30) days to cure such failure; or (vii) your misconduct or gross negligence in connection with the performance of your duties. View More