Cause

Cause. The Employee engaging in any of the following: (i) fraud, misappropriation, embezzlement or acts of similar dishonesty; (ii) conviction of, or plea of nolo contendere to a felony; (iii) any illegal use of drugs or excessive use of alcohol in the workplace; (iv) intentional and willful misconduct that may subject the Company to criminal or civil liability; (v) breach of the Employee's duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the... Company; (vi) the knowing breach of any Company confidentiality agreement to which the Employee is a party; (vii) disregard of the Company policies and procedures; (viii) insubordination, (ix) failure to satisfactorily perform the duties of the Employee's position, or (x) violation of any material provision of this Agreement, including, without limitation, Section 5 hereof, in each case, as determined by the Company in its sole discretion. The Company's lack of immediate action with respect to conduct of the Employee that would constitute Cause hereunder shall not preclude the Company from taking later action on such act or taking action with respect to another such act committed by the Employee. View More

Cause. Shall mean, except as otherwise provided in an Agreement (i) the failure of the Participant to make a good faith effort to substantially perform his or her duties (other than any such failure due to the Participant's Disability) or Participant's insubordination with respect to a specific directive of the Participant's supervisor or officer to which the Participant reports directly or indirectly; (ii) Participant's dishonesty, gross negligence in the performance of his or her duties hereunder or... engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Company or any of its Affiliates; (iii) breach by Participant of any material provision of any written agreement with the Company or any of its Affiliates or material violation of any Company policy applicable to Participant; or (iv) Participant's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Participant's termination of employment hereunder for other than Cause, it is determined in good faith by the Company that Participant's employment could have been terminated for Cause hereunder, Participant's employment shall, at the election of the Company, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. View More

Cause. (i) the refusal or willful failure by the Executive to substantially perform his duties, (ii) with regard to the Control Group or any of their assets or businesses, the Executive's dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or fraud, (iii) the willful breach by the Executive of any material provision of this Agreement, which breach is not cured within ten (10) business days from the date of the Company's notice of the occurrence of such breach to the Executive,... or (iv) the Executive's conviction of a felony (other than a traffic violation) or any other crime involving, in the sole discretion of the Committee, moral turpitude. View More

Cause. For termination of employment shall have the meaning ascribed thereto in the Recipient's employment agreement or, in the absence of such a definition, shall mean: (A) a breach by Optionee of his employment or service agreement with the Company or an Affiliate, (B) a breach of Optionee's duty of loyalty to the Company or an Affiliate, including without limitation any act of dishonesty, embezzlement or fraud with respect to the Company or an Affiliate, (C) the commission by Optionee of a felony,... a crime involving moral turpitude or other act causing material harm to the Company's or an Affiliate's standing and reputation, (D) Optionee's continued failure to perform his duties to the Company or an Affiliate for a reason other than illness or incapacity or (E) unauthorized disclosure of trade secrets or other confidential information belonging to the Company or an Affiliate View More

Cause. (i) the willful and deliberate failure by you to perform your duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such failure, (ii) willful misconduct by you which is demonstrably and materially injurious to the business or reputation of the Company, or (iii) your conviction of, or plea of guilty or nolo contendere to, a felony or... other crime involving moral turpitude. The Company must notify you that it believes 'Cause' has occurred within ninety (90) days of its knowledge of the event or condition constituting Cause or such event or condition shall not constitute Cause hereunder. View More

Cause. Shall mean "cause" as defined in any written employment or consulting agreement between you and the Company or any of its Subsidiaries in effect at the time of your termination of employment or service or, in the absence of any such employment or consulting agreement, shall mean your termination of employment or service with the Company or any of its 4 Subsidiaries as a result of (i) your performance of any activity involving fraud or dishonesty, (ii) your conviction of a felony or crime... involving moral turpitude, (iii) your failure or refusal to reasonably or satisfactorily perform any material duties or responsibilities reasonably required of you by the Company or any of its Subsidiaries, (iv) your gross negligence or willful neglect or malfeasance in the performance or non-performance of your duties or responsibilities to the Company or any of its Subsidiaries, or (v) any unauthorized act or omission by you that is injurious in any material respect to the financial condition or business reputation of the Company or any of its Subsidiaries. View More

Cause. That the Board reasonably concludes, in good faith and after investigation, that: (i) the Executive engaged in conduct which is a felony under the laws of the United States or any state or political subdivision thereof; (ii) the Executive engaged in conduct constituting breach of fiduciary duty or breach of the duty of loyalty, willful misconduct relating to the Company (including acts of employment discrimination or sexual harassment), embezzlement, or fraud; (iii) the Executive breached his... obligations or covenants under this Agreement in any material respect; (iv) any material violation by the Executive of any law or regulation applicable to the business of the Company or any of its affiliates; (v) the Executive substantially and willfully refused to follow a proper directive of the Board within the scope of the Executive's duties. (which shall be capable of being performed by the Executive with reasonable effort) after written notice from the Board specifying the performance required and the Executive's failure to perform within 30 days after such notice; (vi) the Executive engaged in an act or acts of dishonesty or misrepresentation that materially affects the business or the financial condition of the Company; or (vii) the Executive's abuse of alcohol or drugs that, in the Company's reasonable judgment, materially impairs his ability to perform his duties and responsibilities hereunder or endangers other individuals in the workplace View More

Cause. With respect to termination of Employee's employment by ZS Pharma, one or more of the following occurrences, as determined by the Board of Directors: (i) Employee's willful and continued failure to perform substantially the duties of Employee'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 ZS Pharma delivers to Employee a written notice identifying such failure; (ii) Employee's conviction of a... felony or of another crime that reflects adversely on ZS Pharma; (iii) Employee's engaging in fraudulent or dishonest conduct, gross misconduct that is injurious to ZS Pharma, or any misconduct that involves moral turpitude; (iv) Employee's material breach of his or her obligations under this Agreement or under Employee Nondisclosure and Noncompete Agreement between Employee and ZS Pharma; (v) alcohol or substance abuse that has impaired or could reasonably be expected to impair the ability of Employee to perform his or her duties to ZS Pharma; (vi) failure to comply with ZS Pharma's policies in any material respect, including those regarding harassment or discrimination in employment; or (vii) excessive absenteeism, willful or persistent neglect of, or abandonment of Employee's duties, which has not been cured after reasonable notice from ZS Pharma. 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 Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board of Directors View More

Cause. (i) a willful breach in any material respect by Elkhoury of a fiduciary duty to the Company or to an Affiliate; (ii) a conviction of Elkhoury (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; (iii) the failure of the Elkhoury to substantially follow the reasonable... and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Elkhoury; (iv) the willful failure of Elkhoury to render 7 any material services to the Company or to an Affiliate in accordance with any employment or similar arrangement to which Elkhoury is subject, which failure amounts to a material neglect of Elkhoury's duties to the Company or to an Affiliate. Notwithstanding the foregoing, Elkhoury's employment shall not be deemed to have been terminated for Cause unless (A) reasonable notice shall have been given to him setting forth in detail the reasons for the Company's intention to terminate for Cause, and if such termination is pursuant to clause (i), (iii) or (iv) above and such breach or action is curable, only if Elkhoury has been provided a period of thirty (30) days from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Elkhoury to be heard before the Board; and (C) if such termination is pursuant to clause (i), (ii) or (iii) above, delivery shall have been made to Elkhoury of a notice of termination from the Board finding that in the good faith opinion of a majority of the Board that the condition set forth in clause (i), (ii) or (iii) above has been satisfied. View More

Cause. As determined by the Board or its designee, (i) conviction of or plea of nolo contendere to a felony by Participant; (ii) acts of dishonesty by Participant resulting or intending to result in personal gain or enrichment at the expense of the Company or any of its Subsidiaries; (iii) conduct by Participant in connection with his duties that is fraudulent, unlawful or grossly negligent, including, but not limited to, acts of discrimination; (iv) engaging in personal conduct by Participant... (including but not limited to employee harassment or discrimination, the use or possession at work of any illegal controlled substance) which seriously discredits or damages the Company or any of its Subsidiaries; (v) contravention of specific lawful direction from the Board or continuing inattention to or continuing failure to adequately perform the duties to be performed by Participant or; (vi) breach of any restrictive covenants that participate is subject to; provided, that, in the event that the Participant is subject to an any Employment Agreement with the Company or any of its Subsidiaries that contains a definition of "cause," "Cause" under this Plan shall have the meaning set forth in such Employment Agreement. View More