Cause

Cause. Means: (i) The Executive's commitment of gross negligence that is materially detrimental to any member of the Company Group; (ii) The Executive's plea of guilty or nolo contendere to, or conviction of, (A) a felony or (B) a lesser crime which involves a breach of fiduciary duty owed to any member of the Company Group; (iii) The willful and continued failure by the Executive to perform the Executive's duties of Executive's position (other than any such failure resulting from the Executive's... Disability), after demand for performance is delivered by the Company that identifies in reasonable detail the manner in which the Company believes the Executive has not performed the Executive's duties, if, within 30 days of such demand, the Executive fails to cure any such failure that is capable of being cured; or (iv) Any misconduct by the Executive that is materially injurious to any member of the Company Group, financial or otherwise; provided, however, that the foregoing conditions will constitute Cause only (A) if the Company provides the Executive with a reasonably detailed written explanation specifying the facts giving rise to such Cause and stating its intent to terminate the Executive's employment on a particular date; (B) the Executive is afforded a reasonable opportunity to discuss the issues with the Board at a duly-scheduled Board meeting; and (C) the majority of the Board (excluding the Executive if the Executive is a member of the Board at such time) subsequently votes in favor of termination of the Executive's employment for Cause. View More

Cause. Means the occurrence of one or more of the following events: (i) Employee's conviction for, or pleading no contest to, a felony, any crime involving moral turpitude, or any crime that is injurious to the financial condition, reputation or goodwill of the Company; (ii) Employee's misappropriation of any of the Company's property; (iii) Employee's engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, the Company; (iv) Employee's failure or refusal to follow the... lawful instructions of Employee's superior or the Board (other than any such failure or refusal resulting from Employee's incapacity due to physical or mental illness), if such failure or refusal continues for a period of ten (10) days after the Company provides Employee with written notice stating the instructions which Employee has failed or refused to follow; (v) Employee's breach of his obligations under this Agreement or any other agreement with the Company and such breach, if curable, remains uncured for a period of ten (10) days after the Company provides Employee with written notice of such breach; (vi) Employee's knowing violation of any of the Company's written policies or procedures, including, without limitation, any employee policies, business ethics policies or code of conduct policies, and such violation, if curable, remains uncured for a period of ten (10) days after the Company provides Employee with written notice of such violation; (vii) Employee's engaging in any willful misconduct which is injurious to the financial condition, reputation or goodwill of the Company; or (viii) Employee's misuse of alcohol or drugs which materially interferes with Employee's performance of his duties for the Company or which is injurious to the reputation or goodwill of the Company. View More

Cause. Shall means termination because of (1) an act of fraud, embezzlement or theft in connection with the Employee's duties or in the course of the Employee's employment, (2) unreasonable neglect or refusal by the Employee to perform his/her duties (other than any such failure resulting from the Employee's incapacity due to disability), (3) the engaging by the Employee in willful, reckless, or grossly negligent misconduct which is or may be materially injurious to the Company, or (4) the Employee's... conviction of or plea of guilty or nolo contendere to a felony. View More

Cause. A Separation from Service that arises from a "Termination for Cause" (as such term is defined in the written employment agreement (the "Employment Agreement") between the Company and the Executive of even date herewith.

Cause. Has the meaning defined in any employment or severance agreement between the Company or its Affiliate and the Participant then in effect or, if none, as defined under the severance policy applicable to the Participant at the time of separation.

Cause. (A)"Cause", means, unless otherwise provided in any effective written individual contract entered into between the Company and the Optionee, (i) the Optionee's willful misconduct or gross negligence in the performance of his or her duties for the Company; (ii) a willful or grossly negligent breach by the Optionee of the Optionee's fiduciary duty or duty of loyalty to the Company; (iii) the commission by the Optionee of any felony or other serious crime involving moral turpitude; (iv) a material... breach of the Optionee's obligations under any agreement entered into between the Optionee and the Company, which, if such breach is reasonably susceptible to cure, has continued after the Company has provided notice of such breach and the Optionee has not cured such failure within thirty (30) days of the date of such notice; or (v) a material breach of the Company's policies or procedures that have been communicated to the Optionee, which, if such breach is reasonably susceptible to cure, has continued after the Company has provided written notice of such breach and the Optionee has not cured such failure within thirty (30) days of the date of such written notice. View More

Cause. Shall be termination by reason of the conviction of the Employee, by a court of competent jurisdiction and following the exhaustion of all possible appeals, of a criminal act involving the Company or its assets

Cause. As to any Participant, unless the applicable Award agreement states otherwise, (i) Cause, as defined in any employment or consulting agreement between the Participant and the Service Recipient 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), (A) the Participant's gross negligence or willful misconduct in the performance of Participant's duties to the Service Recipient;... (B) the determination of the Board that the Participant has committed a felony or other crime causing harm to the Company or its Affiliates or any act constituting fraud with respect to the Company or its Affiliates; (C) breach by the Participant of any terms or conditions of any agreement or obligation to the Company or its Affiliates; (D) the Participant shall have refused to perform directives of the Board or any officer to whom such Participant reports, or the board of directors of any Affiliate (or any officer of such Affiliate) that are consistent with the scope and nature of Participant's duties and responsibilities as an employee or service provider of the Company or its Affiliates; or (E) the Participant shall have engaged in the unlawful use (including being under the influence) or possession of illegal drugs View More

Cause. For termination by the Company of the Employee's employment shall mean the occurrence of any of the following: (1) the Employee's engagement in misconduct which is materially injurious to the Company or any of its Affiliates; (2) the Employee's insubordination after clear and lawful direction; (3) the Employee's commission of a felony in the performance of duties to the Company or any of its Affiliates; (4) the Employee's commission of an act or acts constituting any fraud against or... embezzlement from the Company or any of its Affiliates; (5) the Employee's material breach of any confidentiality or non-competition covenant entered into between the Employee and the Company or any of its Affiliates; (6) the Employee's employment with a competitor while employed by the Company or any of its Affiliates; or (7) the Employee's egregious violation of Company policy resulting in termination. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for the purpose of this Plan View More

Cause. Means: (i) A material breach by the Participant of those duties and responsibilities of the Participant which do not differ in any material respect from the duties and responsibilities of the Participant during the 90-day period immediately prior to such breach (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Participant's part, which is committed in bad faith or without reasonable belief that such breach is in the best... interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; or (ii) The commission by the Participant of a felony involving moral turpitude. View More