Cause

Cause. Termination of employment or other service relationship due to the Participant's insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant's duties or responsibilities for any reason other than illness or incapacity, repeated or material violation of any employment policy, violation or breach of any confidentiality agreement, work product agreement or other agreement between the Participant and the Company, or materially... unsatisfactory performance of the Participant's duties for the Company or an affiliate, as determined by the Committee in its good faith discretion View More

Cause. Termination of Purchaser's employment by the Company based upon the Company's good faith belief that one or more of the following has occurred which with respect to clauses (i), (ii) and (iii) below, if curable, Purchaser has not cured within fourteen (14) days after Purchaser receives written notice from the Company specifying with reasonable particularity such occurrence: (i) Purchaser's material neglect or material failure to perform his or her job duties and responsibilities, as determined... by the Company's Chief Executive Officer; (ii) Purchaser's failure or refusal to comply in any material respect with lawful Company policies or directives; (iii) Purchaser's material breach of any contract or agreement between Purchaser and the Company (including but not limited to this Agreement and the Proprietary Information and Inventions Agreement between Purchaser and the Company), or Purchaser's material breach of any statutory duty, fiduciary duty or any other obligation that Purchaser owes to the Company; (iv) Purchaser's commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets or Purchaser engaging in unprofessional, unethical or other intentional acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company; or (v) Purchaser's indictment or conviction or nolo contendre or guilty plea with respect to any felony or crime of moral turpitude. Following notice and cure as provided in the preceding sentence, upon any additional one-time occurrence of one or more of the events enumerated in that sentence, the Company may terminate Purchaser's employment for Cause without notice and opportunity to cure. However, should the Company choose to offer Purchaser another opportunity to cure, it shall not be deemed a waiver of its rights under this provision. View More

Cause. The meanings given those terms in the Grantee's existing Change in Control Agreement with the Company as in effect on the Grant Date

Cause. (d) "Cause" has the meaning set forth in the executive employment agreement between the Optionee and the Company as in effect at the time of the termination of the Optionee's Employment.

Cause. (i) the Employee's breach of any fiduciary duty or legal or contractual obligation to the Company or any of its affiliates, or to the Company's direct or indirect equity holders; (ii) the Employee's failure to follow the reasonable instructions of the Board or such Employee's direct supervisor, which breach, if curable, is not cured within ten (10) Business Days after notice to such Employee or, if cured, recurs within one-hundred and eighty (180) days; (iii) the Employee's gross negligence,... willful misconduct, fraud, insubordination, acts of dishonesty or conflict of interest relating to the Company or any of its affiliates; or (iv) the Employee's commission of any misdemeanor relating to the affairs of the Company or any of its affiliates or any felony. 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 have the same meaning set forth in any current employment agreement that the Executive has with the Company or any of its subsidiaries.

Cause. Misconduct, including: (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) willful and material breach of Executive's duties that has not been cured within 30 days after written notice from the Board; (iii) intentional and material damage to the Company's property; or (iv) material breach of the Confidential Information Agreement (as defined below)

Cause. Shall have the same meaning as in an employment agreement (or other arrangement, including, but not limited to, any severance arrangement) between the Participant and Defco or its Subsidiaries, provided, that if no such employment agreement (or other arrangement, including, but not limited to, any severance arrangement) exists or Cause is not defined therein, Cause means, with respect to a Participant, as determined by the Board in its reasonable judgment: (a) the Participant's continued... failure to substantially perform, or continued negligence in the performance of, the Participant's duties; (b) the Participant's repeated acts of insubordination, or failure to execute Defco or Subsidiary plans and/or strategies; (c) the Participant's willful contravention of specific lawful directions from the Board or the employee to whom the Participant reports; (d) the Participant's acts of dishonesty resulting or intending to result in personal gain or enrichment at the expense of Defco or a Subsidiary; (e) the Participant's commission of, conviction of, plea of guilty or nolo contendere to, or indictment for, a felony, or other material criminal act; (f) the Participant's violation of his or her employment agreement (or other arrangement) with Defco or any Subsidiary thereof, if any, or violation of any policy of Defco or any Subsidiary including, but not limited to, Defco's or a Subsidiary's employment manuals, rules and regulations after one (1) written notice from Defco or a Subsidiary regarding such violation; or (g) the Participant engaging in any act that is intended, or may reasonably be expected, to harm the reputation, business, prospects or operations of Defco or a Subsidiary, its respective officers, directors, stockholders, Affiliates or employees. View More

Cause. Means, with respect to a Executive, as determined by the Board in its reasonable judgment: (a) the Executive's continued failure to substantially perform, or continued negligence in the performance of, the Executive's duties; (b) the Executive's repeated acts of insubordination, or failure to execute Defco or Subsidiary plans and/or strategies; (c) the Executive's willful contravention of specific lawful directions from the Board or the employee to whom the Executive reports; (d) the... Executive's acts of dishonesty resulting or intending to result in personal gain or enrichment at the expense of Defco or a Subsidiary; (e) the Executive's commission of, conviction of, plea of guilty or nolo contendere to, or indictment for, a felony, or other material criminal act; (f) the Executive's violation of his or her employment agreement (or other arrangement) with Defco or any Subsidiary thereof, if any, or violation of any policy of Defco or any Subsidiary including, but not limited to, Defco's or a Subsidiary's employment manuals, rules and regulations after one (1) written notice from Defco or a Subsidiary regarding such violation; or (g) the Executive engaging in any act that is intended, or may reasonably be expected, to harm the reputation, business, prospects or operations of Defco or a Subsidiary, its respective officers, directors, stockholders, Affiliates or employees. View More

Cause. (a) any material failure by the Participant to perform his or her duties or responsibilities to the Company (other than any such failure resulting from the Participant's Disability) after written demand for performance is delivered to the Participant by the Administrator, which demand specifically identifies the manner in which the Administrator believes that the Participant has not substantially performed such Participant's duties, (b) any act of fraud, embezzlement, theft, misappropriation,... or material dishonesty by the Participant relating to the Company or their respective businesses or assets, (c) the Participant's commission of a felony or other crime involving moral turpitude, or (d) any gross negligence or intentional misconduct on the part of the Participant in the conduct of his or her duties and responsibilities or services, as applicable, with the Company View More