Cause

Cause. Termination by action of the Board, upon prior approval and recommendation by the Committee (as defined below), because of: (A) the Key Person's willful and continued failure (other than by reason of the incapacity of the Key Person due to physical or mental illness) substantially to perform his duties on behalf of the Company; (B) the conviction of the Key Person or the Key Person entering a plea of guilty or nolo contendere to a crime that constitutes a felony or the perpetration by the Key... Person of a serious dishonest act against the Company or any of its affiliates or subsidiaries; (C) any willful misconduct by the Key Person that is materially injurious to the financial condition or business reputation of the Company or any of its affiliates or subsidiaries; or (D) chronic alcoholism or drug abuse which materially affects the Key Person's performance hereunder, provided, however, that no event or circumstance shall be considered to constitute Cause unless the Key Person has been given written notice of the events or circumstances constituting Cause and has failed to effect a cure thereof within 30 calendar days following the receipt of such notice. View More

Cause. A finding by the Company of acts or omissions of Employee (whether occurring before or during the Term) constituting, in the Company's reasonable judgment, any of the following: (i) a breach of duty involving fraud, dishonesty (other than inadvertent acts or omissions), disloyalty, or a conflict of interest; (ii) a material violation of Employee's obligations under any written agreement between Employee and the Company, or at law; (iii) a material violation of, or failure to enforce, the... policies and procedures of the Company including without limitation the Code of Business Conduct and Ethics and operational and other personnel policies; (iv) a material failure to comply with the lawful directives of the Board or the officer to whom Employee reports; (v) conduct that is materially detrimental to the Company or reflects unfavorably on the Company or Employee to such an extent that the Company's best interests reasonably require the termination of Employee's employment; (vi) the failure to cooperate with any investigation or inquiry authorized by the Company or conducted by a governmental authority related to the Company's business or Employee's conduct related to the Company's business; (vii) the conviction of, or entry of a plea agreement or similar arrangement with respect to, a felony or other serious criminal offense; (viii) the entry of a consent decree or similar arrangement with respect to any material violation of federal or state securities laws; (ix) gross negligence in the performance of, or material failure to diligently perform, Employee's assigned duties; or (x) Employee's inability to substantially perform his assigned duties for any reason for at least 30 calendar days. View More

Cause. Shall mean any of the following: (a) Commission of a felony or an act of fraud, embezzlement, breach of trust or other act of gross misconduct. (b) Misuse, misappropriation or disclosure of any of the Proprietary Matter, directly or indirectly, or use of it in any way, except as required or permitted in the course of Employee's employment. (c) Misappropriation, concealment, or conversion of any money or property of the Company. (d) Intentional damage or destruction of property of the Company.... (e) Reckless conduct which endangers the safety of other persons or property during the course of employment or while on premises leased or owned by the Company. 10 (f) Willful violation of written policies or rules of the Company. (g) Willful refusal to follow the direction given by the Company from time to time or breach of any covenant or obligation under this Agreement or other agreement with the Company. (h) Neglect of duty. (i) The performance of duties in an unsatisfactory manner after being advised by the Company of such unsatisfactory performance. (j) Continued incapacity on the part of Employee to perform his duties, unless waived by the Company. View More

Cause. Any of the following events: (i) Participant's failure substantially to perform his or her duties and responsibilities to the Company, which is not cured within 30 days of written notice to the Participant; (ii) Participant's commission (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (iii) any intentional or grossly negligent act by the Participant that has caused or is reasonably expected to result in... material injury to the Company; (iv) Participant's material breach of any obligation under any written agreement with the Company, including but not limited to the Confidentiality Agreement, that is not cured within 30 days of written notice to the Participant; (v) Participant's violation of a Company policy, or commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct, that has caused or is reasonably expected to result in material injury to the Company; or (vi) material unauthorized use, disclosure or misappropriation by Participant of any proprietary information, trade secret or other asset of the Company or entrusted to the Company by a third party. View More

Cause. The Optionee's (i) willful failure to perform your material duties as , other than a failure resulting from your complete or partial incapacity due to physical or mental illness or impairment, (ii) willful act that constitutes gross misconduct and that is injurious to the Company, (iii) willful breach of a provision of this letter agreement, (iv) material and willful violation of a federal or state law or regulation applicable to the business of the Company, or (v) conviction or plea of guilty... or no contest to a felony. View More

Cause. Means (i) the Employee shall have breached in any material respect this Agreement; (ii) the Employee's commission of a felony or violation of any law involving moral turpitude, dishonesty, disloyalty or fraud; (iii) any failure by the Employee to substantially comply with any written rule, regulation, policy or procedure of the Company or its Subsidiaries applicable to the Employee, which noncompliance could reasonably be expected to have a material adverse effect on the business of the Company... or any Subsidiary; (iv) any failure by the Employee to comply with the Company's or its Subsidiaries' policies with respect to insider trading applicable to the Employee; (v) a willful material misrepresentation at any time by the Employee to any member of the Board or any director or superior executive officer of the Company or its Subsidiaries; (vi) the Employee's willful failure or refusal to comply with any of his material obligations hereunder or a reasonable and lawful instruction of the Board or the person to whom the Employee reports; or (vii) commission by the Employee of any act of fraud or gross negligence in the course of his Service hereunder or any other action by the Employee, in either case that is determined to be materially detrimental to the Company or any of its Subsidiaries (which determination, in the case of gross negligence or such other action, shall be made by the Company in its reasonable discretion); provided that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (i) or (iii) that is capable of being cured shall not constitute Cause hereunder unless and until the Employee, after written notice from the Company to him specifying the circumstances giving rise to Cause under such clause, shall have failed to cure such act or omission to the reasonable satisfaction of the Company within 10 business days after such notice; and provided further, that the Employee's Service shall be deemed to have terminated for Cause if, after the Employee's Service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. View More

Cause. (a)the willful and continuing failure by Grantee to substantially perform Grantee's duties; or(b)the engaging by Grantee in conduct which is demonstrably and materially injurious to any System Company, monetarily or otherwise; or(c)conviction of, or entrance of a plea of guilty or nolo contendere to, a felony or other crime which has or may have a material adverse effect on Grantee's ability to carry out Grantee's duties or upon the reputation of any System Company; or(d)a material violation by... Grantee of any agreement Grantee has with a System Company; or(e)unauthorized disclosure by Grantee of the confidences of any System Company. View More

Cause. When used in connection with at termination of the Executive's employment, shall mean, unless otherwise provided in any applicable equity award grant agreement entered into between the Company and the Executive with respect to any equity with the Company and all of its Affiliates on account of (i) a failure of the Execute to substantially perform his/her duties (other than as a result of physical or mental illness or injury) that has not cured such failure within 30 days of the date of such... written notice, provided that a failure to meet financial performance expectations shall not, by itself, constitute a failure by the Executive to substantially perform his/her duties; (ii) the Executive's willful misconduct or gross negligence; (iii) a willful or grossly negligent breach by a Executive of the Executive's fiduciary duty or duty of loyalty to the Company or any of its Affiliates; (iv) the commission by the Executive of any felony or other serious crime involving moral turpitude; (v) a material breach of the Executive's obligations under any agreement entered into between the Executive and the Company or any of its Affiliates, which, if such breach is reasonably susceptible to cure, has continued after the Company has provided written notice of such breach and the Executive has not cured such failure within 30 days of the date of such written notice: or (vii) a material breach of the Company's written policies or procedures that have been communicated to the Executive and that causes material harm to the Company or its business reputation. View More

Cause. For purposes of this Agreement, "Cause" will mean: (i) Executive's willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive's illness or injury) after there has been delivered to Executive a written demand for performance from the Company's President describes the basis for the Company's President's belief that Executive has not substantially performed his duties and provides Executive with a reasonable period (as determined... in the sole discretion of the Company's President, but not to exceed thirty (30) days) to take corrective action; (ii) Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention that such action may result in the substantial personal enrichment of Executive; (iii) Executive's conviction of, or plea of nolo contendere to, a felony that the Company's President reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; or (iv) A material breach of any agreement by and between Executive and the Company which material breach has not been cured within thirty days following receipt by Executive of written notice from the Company's President identifying such material breach. View More

Cause. (a) "Cause" shall mean the Optionee's: (i)commission of and indictment for (or formal admission to) a felony, or commission of and indictment for (or formal admission to) any crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving IFMI; (ii)engagement in fraud, misappropriation or embezzlement; (iii)continued failure to materially adhere to the directions of the Board or IFMI's written policies and practices; or (iv)material breach of any of... the provisions of Section 6 of the Employment Agreement; provided, that, with regard to clauses (iii) and (iv) of this Section 1(a), the Optionee shall only be deemed to have been terminated for "Cause" if (A) IFMI has delivered a written notice to the Optionee describing the event purporting to give rise to a termination for Cause within 30 days following the occurrence of any event described in clauses (iii) or (iv) of this Section 1(a), and (B) the Board has made a determination that Cause exists (after the Optionee has been provided with a 30-day opportunity to cure the event described in clauses (iii) or (iv) of this Section 1(a) (if such event is capable of being cured), or, with counsel of his choice, with the opportunity to contest the determination at a meeting of the Board) after 30 days following (but not more than 90 days following) the date the written notice described in clause (A) has been given. View More