Cause

Cause. (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the written policies and practices of the Company and the Board; (iii) the commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or its subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement; (v) acts or omissions constituting a material failure to perform... substantially and adequately the duties of a Non-Employee Director; (vi) any illegal act detrimental to the Company its subsidiaries or any affiliate thereof or (vii) the Grantee's failure to competently perform his or her duties after receiving notice from the Company specifically identifying the manner in which the Grantee has failed to perform. View More

Cause. A finding by Orion that (i) Executive has failed, neglected, or refused to perform his employment duties or achieve his goals and objectives as provided to Executive in advance by Orion's Chief Executive Officer (in either case, other than due to death or Disability); (ii) Executive has committed any willful, intentional, or grossly negligent act having the effect of injuring the interest, business, or reputation of Orion; (iii) Executive has violated or failed to comply in any material respect... with Orion's published rules, regulations, or policies, as in effect or amended from time to time; (iv) Executive has committed an act constituting a felony or misdemeanor involving moral turpitude, fraud, theft, or dishonesty; (v) Executive has misappropriated, embezzled or engaged in corporate waste of any property of Orion; or (vi) Executive has breached any provision of this Agreement or any other applicable confidentiality, non-compete, non-solicit, general release, covenant not-to-sue, restricted stock grant agreement, or other agreement with Orion. View More

Cause. With respect to each Grantee, (i) the willful and continued failure of the Grantee to perform substantially the Grantee's duties with PPA and its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness, and specifically excluding any failure by the Grantee, after reasonable efforts, to meet performance expectations), after a written demand for substantial performance is delivered to the Grantee by the PPA Managers which specifically identifies the... manner in which the PPA Managers believe that the Grantee has not substantially performed the Grantee's duties, or (ii) the willful engaging by the Grantee in illegal conduct or gross misconduct which is materially and demonstrably injurious to PPA and its Affiliates. For purposes of this provision, no act or failure to act, on the part of the Grantee, shall be considered "willful" unless it is done, or omitted to be done, by the Grantee in bad faith or without reasonable belief that the Grantee's action or omission was in the best interests of PPA and its Affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the PPA Managers or based upon the advice of counsel for PPA shall be conclusively presumed to be done, or omitted to be done, by the Grantee in good faith and in the best interests of PPA. The cessation of employment of the Grantee shall not be deemed to be for Cause unless and until there shall have been delivered to the Grantee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the PPA Managers at a meeting of the PPA Managers called and held for such purpose (after reasonable notice is provided to the Grantee and the Grantee is given an opportunity, together with counsel, to be heard before the PPA Managers), finding that, in the good faith opinion of the PPA Managers, the Grantee is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail View More

Cause. Shall mean a Participant's termination of employment or service resulting from the Participant's (i) termination for "Cause" as defined under the Participant's employment, change in control, consulting or other similar agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any such agreement (or, if any such agreement does not define "Cause"), then "Cause" shall mean: (A) the Participant's engagement in misconduct which is materially injurious to the... Company or its Affiliates, (B) the Participant's continued refusal to substantially perform his duties to the Company, (C) the Participant's repeated dishonesty in the performance of his duties to the Company, (D) the Participant's commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (E) the Participant's material breach of any confidentiality, non-solicitation or non-competition covenant entered into between the Participant and the Company. The determination of "Cause" shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and this Agreement, a Participant's employment or service shall also be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the Administrator, a termination for Cause. View More

Cause. (i) Executive's conviction of, or pleading guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) in carrying out his duties hereunder, Executive engages in conduct that constitutes willful gross misconduct, or willful gross neglect and that, in either case, results in material economic or reputational harm to the Company; or (iii) Executive refuses to perform, or repeatedly fails to undertake good faith efforts to perform, the duties or responsibilities reasonably... assigned to him (consistent with this Agreement) by the Board of Directors, in either case, after written notice thereof. Any determination of Cause shall be subject to a reasonable notice and cure period. View More

Cause. For purposes of this Agreement, 'Cause' means (i) with respect to Executive's employment with the Company, Executive's willful and continued failure to substantially perform the duties and obligations of Executive's position with the Company; (ii) any proven act of personal dishonesty, fraud or misrepresentation taken by Executive which was intended to result in substantial gain or personal enrichment of Executive at the expense of the Company; (iii) Executive's violation of a federal or state... law or regulation applicable to the Company's business which violation was or is reasonably likely to be injurious to the Company, excluding violations made in good faith and upon advice of the Company's counsel or directive of the Board; (iv) Executive's conviction of, or plea of nolo contendere or guilty to, a felony under the laws of the United States or any State, excluding felonies for minor traffic violation and vicarious liability (so long as Executive did not know of the felony and did not willfully violate the law) (v) Executive's breach of the terms of the Confidential Information Agreement, which breach is not remedied in a reasonable period of time (not to exceed thirty (30) days) after receipt of written notice from the Company or (vi) failure to reasonably cooperate with any government investigation involving Executive or the Company. View More

Cause. Means: (i) any material breach by Executive of any written agreement between Executive and the Company, including but not limited to this Agreement, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (ii) any material failure by Executive to comply with the Company's written policies or rules as they may be in effect from time to time, which, if capable of cure, is not cured by Executive within fourteen (14) days of... receiving written notice from the Company; (iii) neglect or material unsatisfactory performance of Executive's duties, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iv) Executive's failure to follow reasonable and lawful instructions from the Board or Executive's Supervisor; (v) Executive's indictment for, conviction of, or plea of guilty or nolo contendere to, any felony, or any crime that has, or could reasonably be expected to have, a material adverse effect on the business or reputation of the Company; (vi) Executive's commission of or participation in an act of fraud against the Company; (vii) Executive's commission of or participation in an act that results in material damage to the Company's business, property or reputation; (viii) Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of his relationship with the Company; (ix) Executive's termination by the Company's Security Director or a member of the Company's Board who is serving in such role; or (x) Executive's failure to provide satisfactory documentation establishing Executive's identity and eligibility to work in the United States within three (3) business days of the Effective Date. For any circumstances that may constitute Cause for which Executive is entitled to an opportunity to cure pursuant to this paragraph, Executive shall only be entitled to one (1) opportunity to cure; further instances will not require additional opportunities to cure. View More

Cause. As a basis for termination of employment, means 'cause' (or any similar term) as defined in an applicable employment agreement with the Company, or any Subsidiary, with respect to any Employee that is a party to an employment agreement and, with respect to other Employees, means termination based on an act or omission of an Employee determined by a supervisor of the Employee or other management personnel of the Company or the Subsidiary in question to be an appropriate basis for termination

Cause. Shall have the same meaning as set forth in the [Employment][Severance] Agreement.

Cause. The occurrence of any of the following events, as determined by the Board or a committee designated by the Board, in its sole discretion: (i) the conviction of Executive by a court of competent jurisdiction of a crime involving moral turpitude; (ii) the commission, or attempted commission, by Executive of an act of fraud on the Company; (iii) the misappropriation, or attempted misappropriation, by Executive of any of the Company's funds or property; (iv) the failure by Executive to perform in... any material respect his or her obligations under the terms of this Agreement, which such failure has gone unremedied within ten (10) days after the Company provides Executive with written notice of such failure; (v) the knowing engagement by Executive, without the written approval of the Board, in any direct, material conflict of interest with the Company without compliance with the Company's conflict of interest policy; (vi) the knowing engagement by Executive, without written approval of the Board, in any activity which competes with the Company's business or which would result in a material injury to the Company or which otherwise violates any provision of this Agreement, any employment agreement or any confidentiality agreement; or (vii) the knowing engagement by Executive in any activity that would constitute a material violation of the provisions of the Company's business ethics policy, employee handbook or similar policies, if any, then in effect. View More