Cause

Cause. Shall mean the occurrence of one or more of the following: (i) your conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company or its Affiliates or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (ii) your repeated intoxication by alcohol or drugs during the performance of your duties in a manner that materially and adversely affects your performance of such duties; (iii) malfeasance in the... conduct of your duties, including, but not limited to (A) willful and intentional misuse or diversion of funds of the Company or its Affiliates, (B) embezzlement, (C) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Company or its Affiliates, or (D) any unauthorized use or disclosure of any confidential information or trade secrets of the Company or any Affiliate; (iv) your material violation of any provision of an agreement between you and the Company; or (v) your material failure to perform the duties of your employment or engagement or material failure to follow or comply with the reasonable and lawful written directives of the Board or the Chief Executive Officer of the Company or with the written employment policies of the Company. At all times prior to a Change in Control, Cause shall be determined by the Plan Administrator in its sole discretion. If you are terminated for Cause at any time within 12 months following a Change in Control, you will be provided with written notice from the Company describing the conduct forming the basis for the alleged Cause and to the extent curable as determined by the Plan Administrator in its good faith discretion, an opportunity of 15 days to cure such conduct before the Company may terminate you for Cause. If the Plan Administrator determines that the Cause event is curable, you may during this 15 day period present your case to the full Board before any termination for Cause is finalized by the Company. Any termination for "Cause" will not limit any other right or remedy the Company may have under this Agreement or otherwise. View More

Cause. Means and shall be deemed to have occurred as defined in the Omnibus Plan.

Cause. The term "Cause" used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of "Cause" is then in effect, shall mean a termination of employment of the Executive by the Company or any subsidiary thereof due to (i) the commission by the Executive of an act of fraud or... embezzlement, (ii) the indictment or conviction of the Executive for (x) a felony or (y) a crime involving moral turpitude or a plea by Executive of guilty or nolo contendere involving such a crime (to the extent it gives rise to an adverse effect on the business or reputation of the Company or any of its subsidiaries), (iii) the willful misconduct by the Executive in the performance of Executive's duties, including any willful misrepresentation or willful concealment by Executive on any report submitted to the Company (or any of its securityholders or subsidiaries) which is not of a de minimis nature, (iv) the violation by Executive of a written Company policy regarding substance abuse, sexual harassment or discrimination or any other material written policy of the Company regarding employment, (v) the willful failure of the Executive to render services to the Company or any of its subsidiaries in accordance with Executive's employment which failure amounts to a material neglect of the Executive's duties to the Company or any of its subsidiaries, (vi) the repeated failure of the Executive to comply with reasonable directives of the Board of Directors of National Mentor Holdings, Inc. ("NMH") or the Chief Executive Officer of NMH consistent with the Executive's duties or (vii) the material breach by Executive of any of the provisions of any agreement between Executive, on the one hand, and the Company or a securityholder or an affiliate of the Company, on the other hand. Notwithstanding the foregoing, with respect to clauses (iii), (iv), (v), (vi) and (vii) above, Executive's termination of employment with the Company or NMH shall not be deemed to have been terminated for Cause unless and until Executive has been provided written notice of the Company's or NMH's intention to terminate his employment for Cause and the specific facts relied on; and ten (10) business days from the receipt of such notice to cure any such conduct or omission giving rise to a termination for Cause; and Executive does not cure any such conduct or omission within such ten business-day period. View More

Cause. Your (i) conviction of, or plea of no contest to, a felony or other crime involving moral turpitude or dishonesty; (ii) participation in a fraud or willful act of dishonesty against the Company that adversely affects the Company in a material way; (iii) willful breach of the Company's policies that affects the Company in a material way; (iv) causing intentional damage to the Company's property or business; (v) repeated neglect of your duties with the Company; provided, however, that for... purposes of clause (v), no conduct will be deemed to constitute 'Cause' unless (A) such conduct is committed in bad faith, without reasonable belief that the action or inaction is in the best interests of the Company and (B) if such conduct is capable of being cured, until you have received prior written notice of the conduct, which persists after a 30-day cure period following the written notice; or (vi) refusal to accept an offer of employment with the successor or survivor entity following a Change in Control that provides for substantially equivalent base pay and job responsibilities, in each case, as compared to your base pay and job responsibilities in effect as of immediately prior to the Change in Control View More

Cause. For termination by the Company of the Executive's employment means (i) the Executive's willful and continuous gross neglect of the Executive's duties for which he or she is employed, (ii) personal dishonesty or willful misconduct resulting or intended to result, directly or indirectly, in the Executive's gain or personal enrichment at the expense of the Company or a Subsidiary or (iii) conviction of, or guilty or no contest plea to, a felony. No act will be considered "willful" unless it is... done, or omitted to be done, in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company. View More

Cause. Means any of the following occurring during Executive's employment by the Company (except with respect to clause (v) below): (i) material personal dishonesty by Executive involving Company business or participation in a fraud against the Company, or Executive's breach of Executive's fiduciary duty to Company; (ii) Executive's indictment or conviction of a felony or other crime involving moral turpitude or dishonesty; (iii) Executive's willful material refusal to comply with the lawful requests... made of Executive by the Board reasonably related to Executive's employment by the Company and the performance of Executive's duties with respect thereto (but which shall not include a request to waive or amend any portion of this Agreement or terminate this Agreement or to consent to an action that would result in Executive's loss of a right under this Agreement); (iv) Executive's material violation of the Company's policies, after written notice to Executive and an opportunity to be heard by the Board and Executive's failure to fully cure such violations within a reasonable period of time of not less than thirty (30) days after such hearing; (v) Executive's threats or acts of violence in the workplace; (vi) Executive's unlawful harassment in the course of any business activity of any employee or independent contractor of the Company; (vii) Executive's theft or unauthorized conversion by or transfer of any Company asset or business opportunity to Executive or any third party; and (viii) a material breach by Executive of any material provision of this Agreement or any other agreement with the Company after written notice to Executive and an opportunity to be heard by the Board and Executive's failure to fully cure such breach within a reasonable period of time of not less than thirty (30) days after such hearing. View More

Cause. Shall have the meaning ascribed to such term in the Severance Plan Terms when the Severance Plan Terms are applicable and in the CIC Agreement when the CIC Agreement is applicable.

Cause. The Company shall have "Cause" to terminate Employee's employment hereunder upon: (i) the Board's determination that Employee failed to substantially perform Employee's duties as an employee of the Company (other than any such failure resulting from Employee's Disability); (ii) the Board's determination that Employee failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement; (iii) Employee's material... breach of this Agreement; (iv) Employee's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (v) Employee's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its affiliate's) premises or while performing Employee's duties and responsibilities under this Agreement; or (vi) Employee's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates. View More

Cause. (a) "Cause" shall be deemed to exist if any of the following items shall apply: (i) a breach of any agreement between the Executive and the Company or any affiliate, including, without limitation, a breach by the Executive of the Executive's obligations under this Agreement or the Award Agreement; (ii) intentional misconduct as an officer or employee of the Company (but acts in the nature of bad business judgment shall not be considered "misconduct" for this purpose) or a material violation by... the Executive of material written policies of the Company or specific written directions of the person or persons to whom the Executive reports and under whose direction the Executive is subject (other than any such failure resulting from the Executive's short-term incapacity due to physical or mental illness, and provided further that if the Executive voluntarily terminates his or her employment for Good Reason, this type of refusal shall not be deemed a violation of specific written directions for purposes of this clause (ii)); (iii) a breach of any fiduciary duty which the Executive owes to the Company or any affiliate in his capacity as an employee or officer or member of the board of directors of such entity; (iv) the conviction or plea of guilty or no contest by the Executive with respect to (A) a felony, or (B) embezzlement, dishonesty, a crime involving moral turpitude, or intentional and actual fraud or (C) driving under the influence (or any similar related offense); (v) the use of illicit drugs or other illicit substances or the addiction to licit drugs or other substances; or (vi) an unexplained absence from work for more than ten (10) consecutive days in any twelve (12) month period (vacation, reasonable personal leave, reasonable sick leave and Disability excepted). Notwithstanding the immediately preceding paragraph, the Executive's employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive's termination of employment that grounds for termination of his employment for Cause existed at the time of Executive's termination of employment. View More

Cause. The Partnership terminates your employment with the Partnership and its Affiliates due to your: (a) gross negligence in the performance of duties; (b) conviction of a felony; or (c) intentional misconduct that results in substantial injury to the Partnership. Notwithstanding the foregoing, your termination of employment shall not be considered to be due to 'Cause' unless: (1) the Partnership notifies you in writing no later than thirty (30) calendar days after the occurrence of the event it... claims constitutes Cause, stating with reasonable specificity the breach by you, (2) you fail to cure such breach within ten (10) calendar days after the date of such notice, and (3) the Partnership terminates your employment with the Partnership and its Affiliates no later than thirty (30) calendar days after the end of such cure period. View More