Cause

Cause. Means any of the following: (i) the Executive's willful failure to substantially perform his duties and responsibilities to the Company or deliberate violation of a material Company policy; (ii) the Executive's commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Executive's material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Executive owes an obligation... of nondisclosure as a result of his relationship with the Company; or (iv) Executive's willful and material breach of any of his obligations under any written agreement or covenant with the Company. Notwithstanding the foregoing, a termination by the Company resulting from a good faith determination that the Executive is unable, as a result of any medical or psychological illness, injury, or congenital condition, with or without reasonable accommodation, to perform the duties of his position, and that such disability has continued for a continuous period of ninety (90) days, or for periods aggregating one hundred twenty (120) days in any one year period, shall not be considered a termination without Cause for purposes of this Agreement. View More

Cause. Any of the following: (i) the Executive's willful failure to substantially perform his duties and responsibilities to the Company or deliberate violation of a material Company policy; (ii) the Executive's commission of any material act or acts of fraud, embezzlement, dishonesty, or other willful misconduct; (iii) the Executive's material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Executive owes an obligation of... nondisclosure as a result of his relationship with the Company; or (iv) Executive's willful and material breach of any of his obligations under any written agreement or covenant with the Company. View More

Cause. Any of the following: (i) your conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude (or, in each case, equivalent crimes in a jurisdiction other than the United States), but excluding traffic violations; (ii) your commission of fraud, embezzlement, misappropriation of funds, or breach of fiduciary duty against the Company or any of its subsidiaries or affiliates; (iii) your refusal to fulfill your duties and responsibilities (other than by reason of... death or disability) to the Company or any of its subsidiaries or affiliates; (iv) your violation of any established lawful policy of the Company or any of its subsidiaries or affiliates which has a materially detrimental impact on the financial interests of the Company or any of its subsidiaries or affiliates or the operations of the Company or any of its subsidiaries or affiliates; (v) your material breach of any of the material terms of any material agreement you have with the Company or any of its subsidiaries or affiliates; or (vi) any gross negligence, intentional misconduct, or intentional wrongful act or omission on your part that was a material factor contributing to the Company restating all or a portion of the Company's financial statements. The Company may terminate your employment for Cause under this Agreement following issuance to you of written notice of the circumstances the Company believes constitutes Cause within ninety (90) days after it becomes aware of such circumstances; provided, that if the basis for termination is curable, then you shall have fifteen (15) days after receipt of such written notice to cure such basis, and if not cured, the Company may terminate your employment for Cause within ninety (90) days after the expiration of such cure period. If, within ninety (90) days subsequent to your termination of employment for any reason other than by the Company for Cause, the Company determines that your employment could have been terminated for Cause, your employment will be deemed to have been terminated for Cause for all purposes, and you will be required to disgorge to the Company all amounts received pursuant to this Agreement or otherwise on account of such termination that would not have been payable to you had such termination been by the Company for Cause; provided that the Company's ability to retroactively determine that your employment could have been terminated for Cause under this sentence will cease upon the occurrence of a Change in Control. View More

Cause. (i) an act of dishonesty made by you in connection with your responsibilities as an employee which causes material economic injury to the Company, (ii) your conviction of, or plea of nolo contendere to, a felony or any crime of fraud, embezzlement or moral turpitude, (iii) your acts of gross misconduct in the performance of your job duties which cause material economic injury to the Company, (iv) your unauthorized use or disclosure of material proprietary information or trade secrets... (collectively, "Proprietary Information") of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; provided that the following are not considered to be unauthorized use or disclosure of material Proprietary Information: (1) disclosure to an individual or entity subject to a non-disclosure agreement in favor of the Company; or (2) limited disclosure by you to a person or entity in the good faith performance of your Chief Executive Officer duties (and not for personal gain) that you reasonably believe is in the best interests of the Company and in such circumstances where further disclosure or use by such person or entity would not have a material adverse effect on the Company; or (v) your repeated and intentional failure to follow a lawful directive of the Board, providing that you may not be terminated for Cause under subsections (i), (iii), (iv) and (v) above unless (A) you have received written notice from the Company setting out all the acts or events that the Company believes justifies a termination for Cause under subsections (i), (iii), (iv) or (v), as applicable, (B) the Company has provided you with thirty days to cure (if the acts or events are capable of being cured), and (C) if you cure, "Cause" shall not exist under the applicable subsection. View More

Cause. The meaning set forth in the 2011 Stock Option and Performance Incentive Plan, as may be amended from time to time, and any successor thereto (the "SOPIP")

Cause. Mr. Morgan's breach of the covenants set forth in Sections 8 or 9

Cause. Shall mean: (1) Executive's willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board's belief that Executive has not substantially performed his duties and responsibilities and provides Executive with thirty (30) days to take corrective action; (2) Any act of personal dishonesty knowingly taken by Executive in connection with his... responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in substantial financial enrichment of Executive; (3) Executive's conviction of, or plea of guilty or nolo contendere to, a felony; (4) a willful and knowing act by the Executive which constitutes gross misconduct; or (5) A willful breach of a material provision of this Agreement by the Executive. Termination for Cause shall not be deemed to have occurred unless, by the affirmative vote of all of the members of the Board (excluding the Executive and any person who reports to the Executive, if applicable), at a meeting called and held for that purpose (after reasonable notice to the Executive and his counsel and after allowing the Executive and his counsel to be heard before the Board), a resolution is adopted finding that in the good faith opinion of such Board members the Executive was guilty of conduct set forth in (1), (2), (3), (4) or (5) of this Section 7(a), specifying the particulars thereof. View More

Cause. Means: (i) the Executive's willful misconduct or gross negligence in the performance of the Executive's duties to the Company; (ii) the Executive's continued refusal to substantially perform the Executive's material duties to the Company or to follow the lawful directives of the Company's Board of Directors (other than as a result of death or physical or mental incapacity) that continues after written notice from the Company; (iii) the Executive's indictment for, conviction of, or pleading of... guilty or nolo contendere to, a felony or any crime involving moral turpitude; (iv) the Executive's performance of any material act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company's property; or (v) material breach of this Agreement or any other agreement with the Company, or a material violation of the Company's code of conduct or other written policy that is not cured within ten (10) days of notice from the Company. View More

Cause. A material breach by Executive of Executive's obligations under Section 3 or of Executive's covenants under Section 6 of this Agreement or any failure or refusal to perform the material duties associated with Executive's position

Cause. With respect to termination of Executive's employment by Kimball, one or more of the following occurrences, as determined by the Board of Directors: (i) Executive's willful and continued failure to perform substantially the duties of Executive's position or to follow lawful instructions of a senior executive or the Board of Directors, if such failure continues for a period of five days after Kimball delivers to Executive a written notice identifying such failure; (ii) Executive's conviction of... a felony or of another crime that reflects adversely on Kimball; (iii) Executive's engaging in fraudulent or dishonest conduct, gross misconduct that is injurious to Kimball, or any misconduct that involves moral turpitude; or (iv) Executive's material breach of his obligations under this Agreement. For any of the stated occurrences to constitute "Cause" under this Agreement, the Board of Directors must find that the stated act or omission occurred, by a resolution duly adopted by the affirmative vote of at least three-quarters of the entire membership of the Board of Directors, after giving reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board of Directors View More