Cause

Cause. Shall be defined as that term is defined in Executive's offer letter or other applicable employment or service agreement; or, if there is no such definition, "Cause" means Executive's: (i) conviction of a felony or a crime involving fraud or moral turpitude; or (ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Parent or Company records, or commission of any criminal act that impairs Executive's ability to perform appropriate duties for the Parent or... the Company; or (iii) intentional or reckless conduct or gross negligence materially harmful to the Parent or the Company or the successor to the Parent or the Company after a Change in Control, including violation of a non-competition or confidentiality agreement; or (iv) willful failure to follow lawful instructions of the person to whom or body to which Executive reports; or (v) gross negligence or willful misconduct in the performance of Executive's assigned duties, provided that Cause shall not include mere unsatisfactory performance in the achievement of Executive's job objectives. Further, Executive shall be deemed to have separated for Cause if, after Executive's Termination (as defined below), facts and circumstances arising during the course of Executive's service with the Parent or the Company are discovered that would have constituted a separation for Cause. Further, all rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the Company or its designee or during any negotiations between the Company or its designee and Executive regarding any actual or alleged act or omission by Executive of the type described in the applicable definition of "Cause." View More

Cause. Shall mean the occurrence of any of the following: (i) Cause as defined in any Individual Agreement, or (ii) if there is no such Individual Agreement or if such Individual Agreement does not define Cause: (A) gross negligence or intentional misconduct by the Grantee in connection with the Grantee's duties to the Company or any Subsidiary or Affiliate, which causes, or is reasonably expected to cause, harm to the Company or its Subsidiaries or Affiliates, or the clients of the Company or its... Subsidiaries or Affiliates (collectively referred to as BlackRock or its Clients); (B) the Grantee's material breach of fiduciary duty owed to BlackRock or its Clients, which causes or is reasonably expected to cause harm to BlackRock or its Clients, monetarily or otherwise; (C) any misappropriation or embezzlement by the Grantee, or any action by the Grantee involving theft, fraud or material personal dishonesty; (D) any violation by the Grantee of any domestic or foreign securities laws, rules or regulations including, but not limited to, those of any self-regulatory organization or authority; (E) the Grantee's conviction of or guilty or nolo contendere plea to a felony or any crime involving theft, fraud or embezzlement or personal dishonesty; (F) the Grantee's willful failure or refusal to perform material duties or material obligations owed to the Company or its Subsidiaries or Affiliates; or (G) the Grantee's material violation of the written policies of the Company or its Subsidiaries or Affiliates, including the BlackRock, Inc. Confidentiality and Employment Policy or Code of Business Conduct and Ethics. Unless otherwise provided in an Individual Agreement with respect to for Cause terminations, a determination of Cause shall be determined in the sole discretion of the Company. View More

Cause. (i) gross negligence or intentional misconduct in the performance of the Employee's duties to the Company, (ii) failure or inability to satisfactorily perform any assigned duties, (iii) commission of any act of fraud or misappropriation of property belonging to the Company or its affiliates or material dishonesty with respect to the Company or any of its affiliates , (iv) conviction of (including any plea of no contest to) a felony or a crime involving moral turpitude, (v) the Employee's... unauthorized use or disclosure of the confidential information or trade secrets of the Company or any of its affiliates which use causes material harm to the Company or any of its affiliates, (vi) the Employee's material breach of any contractual obligation to the Company or any written policy of the Company, (v) the Employee's failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Employee's cooperation, or (vi) non-performance, non-compliance or interference with any third party's performance of the terms of any confidentiality, invention assignment or proprietary information agreement with Amyris or a former employer of the Employee; provided, however, that prior to any determination that "Cause" under this Plan has occurred, the Company shall (x) provide written notice to the Employee specifying the particular event or actions giving rise to such determination and (y) provide the Employee with ten (10) days following receipt of such written notice (or thirty (30) days following receipt of a notice regarding failure or inability to satisfactorily perform any assigned duties) to cure such event or actions giving rise to a determination of "Cause," if curable. View More

Cause. (i) the willful failure by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), as determined by the Board in its sole discretion, which failure amounts to an intentional and extended neglect of the Executive's duties; (ii) the determination in the sole discretion of the Board that the Executive has engaged or is about to engage in conduct materially injurious to... the Company; (iii) the determination by the Board that the Executive has engaged in or is about to engage in conduct that is materially inconsistent with the Company's legal and healthcare compliance policies, programs or obligations; (iv) the Executive's bar from participation in programs administered by the United States Department of Health and Human Services or the United States Food and Drug Administration or any succeeding agencies; (v) the Executive's conviction of or entering of a guilty or no contest plea to a felony charge (or equivalent thereof) in any jurisdiction; and/or (vi) the Executive's participation in activities proscribed in Sections 1 and 2 of the Confidentiality, Non-Competition, Non-Solicitation and Intellectual Property Rights Agreement (as defined below) or the material breach by the Executive of any other material covenants contained herein and therein. For the purposes of clause (i) of this definition, no act, or failure to act, on the Executive's part shall be deemed to be "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interests of the Parent Corporation and its Affiliates, including the Company. View More

Cause. For purposes of this Agreement, 'Cause' shall mean the Executive's: (i) Conviction of or pleading guilty or no contest (or its equivalent) to a felony or conviction of or pleading guilty or no contest (or its equivalent) to a misdemeanor involving moral turpitude (from which no further appeals have been or can be taken); (ii) gross abdication of his duties as an employee and officer of the Company (other than due to the Executive's illness or personal family problems), which conduct... remains uncured by the Executive for a period of at least 30 days following written notice thereof to the Executive by the Company, in each case as determined in good faith by the Company; or (iii) misappropriation of Company assets, personal dishonesty or business conduct which causes material or potentially material financial or reputational harm for the Company. For purposes of this Section 2(d), no act or failure to act on the Executive's part shall be deemed to be a termination for Cause if done, or omitted to be done, in good faith, and with the reasonable belief that the action or omission was in the best interests of the Company. View More

Cause. For the purposes of this Agreement, "Cause" shall mean termination of the Executive by the Company for any of the following reasons: (i) the commission of a felony; (ii) the theft or embezzlement of property of the Company or the commission of any similar act involving moral turpitude; (iii) the failure of the Executive to substantially perform his material duties and responsibilities under this Agreement for any reason other than the Executive's death or Disability, which failure if, in the... opinion of the Company such failure is curable, is not cured within thirty (30) days after written notice of such failure from the Board specifying such failure; (iv) the Executive's material violation of a significant Company policy, which violation the Executive fails to cure within thirty (30) days after written notice of such violation from the Company specifying such failure, or which violation the Company, in its opinion, deems noncurable, and which violation has a material adverse effect on the Company or its subsidiaries or Affiliates; (v) the failure of the Executive to qualify (or having so qualified being thereafter disqualified) under any regulatory or licensing requirement of any jurisdiction or regulatory authority to which the Executive may be subject by reason of his position with the Company or its subsidiaries or Affiliates, unless waived by the Board or the Compensation Committee in its sole discretion; or (vi) the revocation of any gaming license issued by any governmental entity to the Company, as a result of any act or omission by the Executive, which revocation has an adverse effect on the Company or its subsidiaries or Affiliates. View More

Cause. Means (a) conviction of Executive for a felony, or the entry by Executive of a plea of guilty or nolo contendere to a felony, (b) a material breach by Executive of Sections 8, 9, 10 or 11 of this Agreement, (c) the commission of an act of fraud or other act involving dishonesty which such act of dishonesty is materially injurious to the Company or any Company Affiliate, (d) the willful and continued refusal by Executive to substantially perform Executive's duties for the Company or any of its... Company Affiliates (other than any such refusal resulting from Executive's incapacity due to mental illness or physical illness or injury), or gross negligence in the performance of such duties, after a demand for substantial performance is delivered to Executive by the Company's Chief Executive Officer, or (e) the willful engaging by Executive in gross misconduct injurious to the Company or any of its Company Affiliates. View More

Cause. Has the meaning ascribed to such term in the Service agreement between the Grantee and the Company or one of its Subsidiaries, or, if there is no agreement in effect that defines such term, shall mean that Grantee: (i) is convicted of, indicted for, or pleads guilty or no contest to, a felony or a crime involving moral turpitude; (ii) commits fraud, misappropriates funds, embezzles or engages in any act or acts of material dishonesty involving the Company or any of its Subsidiaries, or... materially breaches Grantee's fiduciary duties; (iii) exhibits habitual drunkenness or substance abuse; (iv) commits any material violation of any state or federal laws relating to the workplace environment; (v) fails to perform Grantee's material duties and does not cure such failure; (vi) commits willful misconduct in the performance of Grantee's duties to the Company or any of its Subsidiaries that has or could reasonably be expected to have an adverse effect on the Company or any of its Subsidiaries (including their reputation); or (vii) violates any of the restrictive covenants contained at Section 5 of this Agreement or materially breaches any provision of Grantee's Service agreement (or any other agreement with the Company or any of its Subsidiaries) and does not cure such breach. View More

Cause. As such term is defined in the Participant's employment agreement, or if none shall exist, as any of the following: (a) the Participant's conviction of any crime (whether or not involving the Company) constituting a felony in the jurisdiction involved; (b) conduct of the Participant related to the Participant's employment for which either criminal or civil penalties against the Participant or the Company may be sought; (c) material violation of the Company's policies, including, but not... limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or those set forth in Company manuals or statements of policy; or (d) serious neglect or misconduct in the performance of the Participant's duties for the Company or willful or repeated failure or refusal to perform such duties View More

Cause. With respect to the termination of this Agreement, fraud, criminal conduct or willful misconduct by the Trust and/or Holdco or the Advisor, as applicable, or a material breach of this Agreement by the Trust and/or Holdco or the Advisor, as applicable, which has not been cured within 30 days of such breach.