Cause

Cause. For termination of Continuous Service means there exists (i) a reasonable and good faith finding by the Company as determined by it in its sole discretion, of a material and repeated failure of the Participant to provide his or her full business time and attention to his reasonably assigned duties for the Company (including, without limitation, unexcused failure to report for work) for reasons other than the Participant's death or disability, or the Participant's gross negligence or willful... misconduct; which failure or deficiency remains uncured (if curable) for a period of thirty (30) days following written notice by the Company to the Participant which specifies the reasons for the potential cause determination; (ii) the material breach by the Participant of any of the provisions of his or her employment agreement (if the Participant has an employment agreement with the Company) for reasons other than the Participant's death or disability, which breach remains uncured (if curable) for a period of thirty (30) days following written notice by the Company to the Participant which specifies the reasons for the potential cause determination; (iii) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any felony; (iv) the Participant having committed any theft, embezzlement, fraud or other intentional act of dishonesty involving the business of the Company; or (v) any adjudication in any civil suit, or written acknowledgment by the Participant in any agreement or stipulation of the commission of any theft, embezzlement, fraud or other intentional act of dishonesty involving any other person. View More

Cause. Where, in the Company's sole reasonable discretion, the Company determines that (i) Employee has been insubordinate or refused or failed to carry out the instructions of the Company or the Board relating to the Company's business and strategic plans for the Company; (ii) Employee has engaged in misconduct or negligence in performing Employee's duties and responsibilities; (iii) Employee has engaged in conduct which is dishonest, criminal, fraudulent, or otherwise involves moral turpitude, or... which is materially injurious to the Company; and/or (iv) Employee has engaged in activity prohibited by any other agreement between Employee and the Company. For the avoidance of doubt, this definition of Cause shall apply only to this Agreement and shall have no effect on any other agreement, plan or policy of the Company that may apply to the Employee and the definition of "cause" contained in such agreement, plan or policy shall control. View More

Cause. (a) "Cause" shall mean that the Holder: (i) has been convicted of, or entered a plea of nolo contendre to, a misdemeanor involving moral turpitude or any felony under the laws of the United States or any state or political subdivision thereof; (ii) has committed an act constituting a breach of fiduciary duty, fraud, gross negligence or willful misconduct; (iii) has engaged in conduct that violated the Corporation's then existing internal policies or procedures and which is materially... detrimental to the business, reputation, character or standing of the Corporation or any of its Subsidiaries; or (iv) after written notice to the Holder and a reasonable opportunity of at least thirty (30) days to cure, the Holder shall continue (x) to be in material breach of the terms of his employment agreement with the Corporation; (y) to fail or refuse to attend to the material duties and responsibilities reasonably assigned to him by the Board of Directors consistent with his authority, position and responsibilities on the date hereof; or (z) to be absent excessively for reasons unrelated to disability. View More

Cause. (i) the continued failure of Participant to perform substantially Participant's duties with the Company or any of its Affiliates or Participant's disregard of the directives of the Board or CEO (in each case other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by Participant within 20 days after a written demand for substantial performance is delivered to Participant by the Company which specifically identifies the manner in which... the Company believes that Participant has not substantially performed Participant's duties or disregarded a directive of the Board or CEO; (ii) willful material misrepresentation at any time by Participant to the Board or CEO; (iii) Participant's commission of any act of fraud, misappropriation or embezzlement against or in connection with the Company or any of its Affiliates or their respective businesses or operations; (iv) a conviction, guilty plea or plea of nolo contendere of Participant for any crime involving dishonesty or for any felony; (v) a material breach by Participant of his or her fiduciary duties of loyalty or care to the Company or any of its Affiliates or a material violation of the Company's Code of Business Conduct and Ethics or any other Company policy, as the same may be amended from time to time; (vi) the engaging by Participant in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company's business or financial condition; or (vii) a breach by Participant of his or her obligations under Section 7 of this Plan View More

Cause. With respect to Windspeed (or an Entity that has become Manager pursuant to Section 8.1.3 upon the Transfer to it of Windspeed's interest in the Company), any of the following: (i) the material breach of its duties as Manager under this Agreement without cure within a reasonable period of time after written notice to it of such breach; (ii) the commitment of a material act of fraud, willful misconduct or breach of fiduciary duty under any federal or state securities laws, or fraud, gross... negligence or willful misconduct relating to its duties as Manager; (iii) the conviction of, or plea of nolo contendere to, a felony by any of the individual members of the Manager; or (iv) at least two (2) of the individuals comprising the Windspeed Team are no longer actively committed to the Manager in accordance with Section 8.1.5 and such failure is volitional on the part of at least one (1) of such individuals View More

Cause. For all purposes under this Agreement, "Cause" shall mean: (1) engaging in willful misconduct against the Company that is materially injurious to the Company; provided that any action undertaken with a reasonable and good faith belief that it is in the best interests of the Company shall not constitute willful misconduct for purposes of this clause (1); (2) engaging in any activity that is a conflict of interest or competitive with the Company; (3) engaging in any act of fraud or dishonesty... that is materially injurious to the Company or any of its affiliated companies or any material breach of federal or state securities or commodities laws or regulations; (4) engaging in an act of assault or other acts of violence in the workplace; (5) repeated harassment of any individual in the workplace based on age, gender, or other protected status or class or violation of any policy of the Company regarding harassment that is materially injurious to the Company or any of its affiliated companies; or (6) conviction, guilty plea or plea of nolo contendere for any felony crime; provided, however, that upon the Board or the General Counsel of the Company obtaining knowledge of any of the foregoing conditions, the Company must provide written notice to the Executive of the existence of any of the foregoing conditions (1) through (6) within sixty (60) days of the knowledge of the existence of the condition, and if the Executive has the ability and in fact cures the condition and harm caused thereby within thirty (30) days following the written notice, Cause shall be deemed not to exist. View More

Cause. With respect to Executive one or more of the following: (i) Executive being charged with a felony under the laws of the United States or any state thereof, or any act of fraud or dishonesty; (ii) commission of an act or omission that subjects Executive to being enjoined, suspended, barred or otherwise disciplined for violation of any laws, regulations and rules applicable to Executive, the Company, or any if its Affiliates; (iii) the commission by Executive of any act or omission that... constitutes misconduct and is injurious to the Company or any of its Affiliates; (iv) Executive's conduct causing Company or any of its Affiliates public disgrace or disrepute or substantial economic harm; (v) Executive's failure or refusal to perform any lawful duty under this Agreement or as reasonably directed by the CEO, which failure is not cured, if curable, within five (5) business days after delivery of notice thereof to Executive; (vi) any act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its Affiliates to the disadvantage or detriment of the Company or any of its Affiliates; (vii) commission by Executive of any willful act taken by Executive in bad faith against the interests of the Company or any of its Affiliates; (viii) gross negligence or willful misconduct with respect to the Company or any of its Affiliates; or (ix) any material breach of this Agreement which, if curable, is not cured within ten (10) business days after delivery of written notice thereof to Executive. The cure period may be extended for such reasonable time as is necessary to affect a cure as long as the Executive in the sole discretion of the CEO begins to take reasonable steps to cure the event within the first five (5) days after delivery of written notice to Executive; provided that following a Change in Control, "Cause" shall mean only a termination for the Executive being charged with a felony under the laws of the United States of any state thereof, or any act of fraud or dishonesty. "Cause" also includes any of the above grounds for dismissal regardless of whether the Company or any of its Affiliates learns of it before or after terminating Executive's employment. View More

Cause. For purposes of this Agreement, "Cause" shall mean the occurrence, during the term of the Employment Agreement or during the Term, of one or more of the following: (i) conviction of, or entry of a plea of nolo contendere to, any crime (including one involving moral turpitude but excluding traffic violations), or a commission of any crime, whether a felony or misdemeanor, which reflects so negatively on Heska to be detrimental to Heska's image or interests, or any act of fraud or dishonesty that... has such negative reflection upon Heska; (ii) the repeated commitment of insubordination or refusal to comply with any reasonable request of the Chair related to the scope or performance of Founder's duties; (iii) possession of any illegal drug on Heska premises or being under the influence of illegal drugs or abusing prescription drugs or alcohol while on Heska business, attending Heska-sponsored functions or on Heska premises; (iv) the gross misconduct or gross negligence in the performance of Founder's responsibilities which, based upon good faith and reasonable factual investigation of the Board, demonstrates Founder's unfitness to serve; or (v) material breach or violation of Founder's obligations under this Agreement; provided that if any of the foregoing events is capable of being cured, Heska will provide notice to Founder describing the nature of such event and Founder will thereafter have 30 days to cure such event. On -6- the last day of such 30-day period, Heska will provide notice to Founder either: (i) that Heska considers the event cured or (ii) that Heska does not consider the event cured and the Agreement is terminated. View More

Cause. Any act(s) or omission(s) that result in, or that have the effect of resulting in, (i) the commission of a crime by the Participant involving moral turpitude, which crime has a material adverse impact on the Company or any Subsidiary or which is intended to result in the personal enrichment of the Participant at the expense of the Company or any Subsidiary; (ii) a material violation of the Participant's responsibilities; (iii) the Participant's gross negligence or willful misconduct; or (iv)... the continuous, willful failure of the Participant to follow the reasonable directives of the Company's Board of Directors. View More

Cause. Such meaning as determined by the Administrator and set forth in the applicable Award Agreement. Unless otherwise expressly provided in the applicable Award Agreement, the determination of Cause with respect to an Award shall be made by the Administrator in its sole discretion