Cause

Cause. The Company may terminate the Executive's employment at any time for "Cause". For purposes of this Agreement, "Cause" means (i) any act of personal dishonesty or a breach of trust by the Executive; (ii) intentional violation of any code of conduct that may be established by the Board of Directors or other Company codes or policies or procedures that are applicable to the Executive; (iii) the commission by the Executive of any crime classified as a felony under any Federal, state or local law;... (iv) any breach by the Executive of the Employee Non-Competition and Non-Solicitation Agreement; (v) the use by the Executive of a controlled substance without a prescription or the use of alcohol which in any way impairs the Executive's ability to carry out his duties and responsibilities; (vi) conduct by the Executive constituting an act of moral turpitude, or acts of physical violence while working for the Company; (vii) the Executive's willful failure or refusal to perform his duties on behalf of the Company which are consistent with the scope and nature of the Executive's responsibilities, or otherwise to comply with a lawful directive of the Company; and (viii) the Executive's repeated failure to carry out his duties and responsibilities in a satisfactory manner, provided the Company provides the Executive with notice of such failure and the Executive does not correct such failure within a period of thirty (30) days following such notice. View More

Cause. (i) the Executive is convicted of, or pleads guilty or nolo contendere to, a felony related to the business of the Corporation, (ii) the Executive, in carrying out his duties hereunder, has acted with gross negligence or intentional misconduct resulting, in any case, in material harm to the Corporation, or (iii) the Executive materially breaches any agreement with the Company and fails to cure such breach within 15 days of receipt of notice, unless the act is incapable of being cured.

Cause. The definition of such term, "good cause" or a term of similar import in an employment agreement between the Participant and the Company. If the Participant is not party to such an Aagreement, then Cause means the occurrence of any of the following: (i) the Participant's failure to substantially perform such Participant's duties with the Company or any Affiliate as determined by the Board; (ii) the Participant's willful failure or refusal to perform specific directives of the Board or the... Company, which directives are consistent with the scope and nature of the Participant's duties and responsibilities; (iii) the Participant's conviction of a felony; or (iv) a breach of the Participant's fiduciary duty to the Company or any Affiliate or willful violation in the course of performing the Participant's duties for the Company or any Affiliate of any policy, rule, or directive of the Company or any Affiliate, or of any law, rule or regulation (other than traffic violations or other minor offenses). No act or failure to act on the Participant's part shall be considered willful unless done or omitted to be done in bad faith and without reasonable belief that the action or omission was in the best interest of the Company View More

Cause. With respect to an Employee, the definition as such term is defined in any effective written employment agreement with such Employee as of the Employee's Date of Termination; otherwise, Cause means (i) the Employee's failure to perform his or her duties in any material respect (other than any such failure resulting from incapacity due to physical or mental illness), (ii) the Employee's failure to comply with any valid and legal directive of the Board or the person to whom the Employee reports,... (iii) willful misconduct or gross negligence by the Employee that has caused or is reasonably expected to result in material injury to the Company's business, reputation or prospects, (iv) the engagement by the Employee in illegal conduct or in any act of serious dishonesty which could reasonably be expected to result in material injury to the Company's business or reputation or which adversely affects the Employee's ability to perform his or her duties, (v) the Employee being indicted or convicted of (or having pled guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety, or (vi) a material violation by the Employee of the Company's rules, policies or procedures. For any termination by the Company for Cause that occurs after the occurrence of a Change in Control, termination of an Employee's employment shall not be deemed to be for Cause unless and until the Company delivers to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three‐quarters (3/4) of the Board (after reasonable written notice is provided to the Employee and the Employee is given an opportunity, together with counsel, to be heard before the Board), finding that the Employee has engaged in the conduct described in any of (i)‐(vi) above. View More

Cause. (i) willfully engaging in conduct that is in bad faith and materially injurious to the Company, including, but not limited to, misappropriation of trade secrets, fraud, or embezzlement; (ii) failure to perform your duties to the Company (other than as a result of a disability) as reasonably determined by the Board in good faith which is not cured within ninety (90) days after written notice from the Board; (iii) conviction of a felony or a crime causing material harm to the business and affairs... of the Company or (iv) a material breach by you of this Agreement, the Confidential Information and Invention Assignment Agreement, Employee Invention Assignment and Confidentiality Agreement or any other agreements entered into by you and the Company and failure to cure such breach (to the extent that such breach is capable of cure) within ninety (90) days after written notice from the Board. View More

Cause. For purposes of this offer letter agreement, the occurrence of any of the following shall constitute 'Cause' for termination: (a) willful neglect, failure or refusal by you to perform your employment duties (except resulting from your incapacity due to illness) as reasonably directed by the Company; (b) willful misconduct by you in the performance of your employment duties; (c) your indictment for a felony (other than traffic related offense) or a misdemeanor involving moral turpitude; (d) your... commission of an act involving personal dishonesty including, but not limited to, an act constituting misappropriation or embezzlement of Company property; or (e) your material breach of this Agreement or any other agreement between you and the Company, including without limitation, the Confidentiality Agreement. The determination of Cause will be made by the Company in its sole discretion; provided, however, that Cause shall not be deemed to exist under clauses (a) or (e) above unless you have been given notice by the Company of the existence of Cause and, if the existence of Cause is reasonably curable, a reasonable opportunity to cure the existence of such Cause. You will only be entitled to one such notice and cure period. View More

Cause. The meaning set forth in the Employment Agreement[, dated the date hereof,] between the Company and Grantee (the "Employment Agreement")

Cause. Employee's: (i) gross negligence or misconduct in the performance of Employee's duties with respect to Select or any other member of the Select Group (including the Company), (ii) breach of any provision of this Agreement or any other written agreement between Employee and the Company or any other member of the Select Group, (iii) breach of any Select Group policy or code of conduct applicable to Employee, (iv) engagement in conduct that is injurious, or can reasonably be expected to be... injurious, to any member of the Select Group, or (v) commission or conviction of, or plea of no contest to, a felony or any crime or misdemeanor involving fraud, dishonesty or moral turpitude. View More

Cause. Means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having cause to terminate a Participant's employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of Cause contained therein), the Participant's... (A) commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) engaging in conduct that constitutes fraud or embezzlement, (C) engaging in conduct that constitutes gross negligence or willful gross misconduct that results or could reasonably be expected to result in harm to the Company's or any Affiliate's business or reputation, (D) breach of any material terms of written agreement between the Company and the Participant, (E) continued willful failure to substantially perform the Participant's duties on behalf of the Company and its Affiliates or (F) breach of any material policy of the Company or any Affiliate. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. View More

Cause. With respect to Optionee's termination of employment (a) "cause" as defined in any employment agreement or consulting agreement between Optionee and the Company or any of its Subsidiaries, or, if Optionee is not a party to an employment agreement or consulting agreement in which "cause" is defined, then (b) (i) the conviction, or plea of nolo contendere to a felony or other crime involving moral turpitude, the misappropriation of funds or other material property of the Company or any of its... Subsidiaries, the attempt to willfully obtain any personal profit from any transaction in which the Company or any of its Subsidiaries has an interest which is adverse to the interests of the Company or any of its Subsidiaries or any other act of fraud or embezzlement against the Company, any of its Subsidiaries or any of its customers or suppliers, (ii) reporting to work under the influence of alcohol or drugs or repeatedly using alcohol or illegal drugs or abusing legal drugs, whether or not at the workplace, in such a fashion as could reasonably be expected to cause the Company or any of its Subsidiaries material harm, (iii) substantial and repeated failure to perform duties as reasonably directed by the Company in writing, (iv) any intentional act or intentional omission aiding or abetting a competitor, supplier or customer of the Company or any of its Subsidiaries to the material disadvantage or detriment of the Company and its Subsidiaries, or (v) any breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries which (if capable of cure) is not cured to the Company's reasonable satisfaction within ten (10) days after written notice thereof to the Participant. View More