Cause

Cause. Unless otherwise provided by the Committee (in order of applicability) (i) Cause as defined in any Individual Agreement to which the Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) conviction of the Participant for committing a felony under federal law or in the law of the state in which such action occurred; (B) dishonesty in the course of fulfilling the Participant's employment duties; (C) willful and deliberate failure on the part... of the Participant to perform the Participant's employment duties in any material respect; or (D) prior to a Change in Control, such other events as shall be determined by the Committee. The Committee shall, unless otherwise provided in an Individual Agreement with the Participant, have the sole discretion to determine whether Cause exists, and its determination shall be final View More

Cause. Shall mean Executive's Termination of Service by the Company upon the occurrence of any of the following events, as determined by the Company, in its sole discretion: (i) an act or acts of theft, embezzlement, fraud, or dishonesty by Executive, regardless of whether it relates to the Company or its Affiliates; (ii) a willful or material misrepresentation by Executive that relates to the Company or its Affiliates or has an impact on the Company or its Affiliates; (iii) any gross or willful... misconduct by Executive with regard to the Company or its Affiliates; (iv) any violation by Executive of any fiduciary duties owed by Executive to the Company or its Affiliates; (v) Executive's conviction of, or pleading nolo contendere or guilty to, a felony (other than a traffic infraction) or misdemeanor; (vi) a material violation of the Company's written policies, standards or guidelines, which Executive failed to cure within thirty (30) days after receiving written notice from the Company specifying the alleged violation; (vii) Executive's failure or refusal to satisfactorily perform the duties and responsibilities required to be performed by Executive or necessary to carry out Executive's job duties, which Executive failed to cure within thirty (30) days after receiving written notice from the Company specifying the alleged willful failure or refusal; (viii) the failure or refusal of Executive to follow the lawful directives of the Company; (ix) Executive's illegal use of drugs, use of alcohol or illegal drugs in the workplace, or Executive is under the influence of alcohol or illegal drugs in the workplace or Executive possesses illegal drugs in the workplace (x) a material breach by Executive of any agreement to which Executive and the Company are parties that is not cured by Executive within thirty (30) days after receipt by Executive of a written notice from the Company specifying the details of such breach; or (xi) Employee's unauthorized use or disclosure of any Proprietary Information of the Company. View More

Cause. Any of the following: (i) the Covered Employee is convicted of, or pleads guilty or no contest to any crime that constitutes a felony, or any misdemeanor that involves the purchase or sale of any security, the taking of a false oath, the making of a false report, bribery, perjury, burglary, larceny, theft, robbery, extortion, forgery, counterfeiting, fraudulent concealment, embezzlement, fraudulent conversion, or misappropriation of funds or securities, or a conspiracy to commit any of these... offenses, or substantially equivalent activity; (ii) the Covered Employee commits any act of theft, dishonesty, fraud or embezzlement; (iii) the Covered Employee fails to perform Covered Employee's duties to the reasonable satisfaction of the Company or to carry out instructions by the executive officers or the Board of Directors of the Company (the "Board"), or breaches Company policies or procedures. Unless the Company, in its sole discretion, determines that such a failure or breach is incurable, such failure or breach will only constitute grounds for termination for Cause if (i) such failure or breach is not cured by the Covered Employee to the satisfaction of the Company within 15 business days after the Company gives the Covered Employee written notice identifying the manner in which the Company believes that Covered Employee failed to perform or breached; (ii) the Covered Employee, in the reasonable judgment of the Company, causes the reputation and goodwill of the Company to suffer substantial damage, or subjects the Company to legal harm; or (iii) the Covered Employee, in the reasonable judgment of the Company, engages in conduct disloyal to the Company and/or breaches the Covered Employee's fiduciary duties to the Company. The determination whether a termination is for "Cause" under the foregoing definition shall be made by the Company in its sole discretion. View More

Cause. Willful or gross neglect of your duties; gross negligence in the performance of your duties; your refusal to perform your duties; or a significant violation of a Company policy.

Cause. (i) the Executive is convicted of a crime involving moral turpitude, (ii) the Executive commits a material breach of any provision of this Agreement not involving the performance or nonperformance of duties, or (iii) the Executive, in carrying out the Executive's duties, acts or fails to act in a manner that is determined, in the sole discretion of the Board, after written notice of any such act or failure to act and a reasonable opportunity to cure the deficiency has been provided to the... Executive, to be (A) willful gross neglect or (B) willful gross misconduct resulting, in either case, in material harm to the Company unless such act, or failure to act, was believed by the Executive, in good faith, to be in the best interests of the Company View More

Cause. A felony conviction of the Director or the failure of the Director to contest prosecution for a felony, or the Director's willful misconduct or dishonesty, any of which is determined by the Committee to be directly and materially harmful to the business or reputation of the Company or its Subsidiaries.

Cause. (i) the Participant's persistent willful misconduct or gross negligence in the performance of the Participant's duties; (ii) the Participant's conviction of any crime (or entering a plea of guilty or nolo contendere to any crime) constituting a felony; or (iii) the Participant's willful and continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Company involving a material issue concerning the Company after written notice delivered to... the Participant describing with specificity the elements of nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the Participant's failure to have cured such nonperformance, lack of performance or refusal to perform within thirty (30) days following receipt of such written notice. View More

Cause. Means any of the following: (i) the failure by the Employee to perform any of Employee's material duties hereunder; (ii) the conviction of the Employee of any felony; (iii) the commission by the Employee of any crime relating to Employee's employment with the Company; (iv) willful misconduct by the Employee that has resulted, and could reasonably have been expected to result, in significant harm to the Company's business or reputation; (v) the failure by the Employee to materially comply with... the written policies of the Company; or (vi) a material breach of the terms of this Agreement by the Employee (including, without limitation, a breach of Section 1.4, a failure to commence employment or actions taken by the Employee which create a conflict of interest for the Employee between the Company or any of its Affiliates, on the one hand, and a competitor of the Company or any of its Affiliates, on the other hand). View More

Cause. The meanings given them in the Employment Agreement

Cause. Solely the Executive's conviction by a court of competent jurisdiction of a felony involving dishonesty or fraud on the part of the Executive in his relationship with the Employer.