Cause

Cause. (i) your commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude; (ii) engaging in conduct that constitutes fraud, gross negligence or willful misconduct that results or would reasonably be expected to result in material harm to the Partnership or its affiliates or their respective businesses or reputations; (iii) breach of any material terms of your employment, including any of the Company's policies or code of conduct; or (iv) willful... and continued failure to substantially perform your duties for the Company which such failure is not remedied within ten business (10) days after written demand by the Board for substantial performance is actually received by you which specifically identifies the nature of such failure. View More

Cause. (i) The Senior Executive's willful and continued material failure to perform the reasonable duties and responsibilities of his or her position after the Company has provided the Senior Executive with a written demand for performance that describes the basis for the Company's belief that the Senior Executive has not substantially performed his or her duties and the Senior Executive's failure to perform the reasonable duties and responsibilities of his or her position within 30 days after such... written demand; provided, that in the case of a repeat occurrence of any such failure to perform described in this subsection (i) for which the Company previously provided the Senior Executive an opportunity to cure, the notice and cure period specified herein shall not apply; (ii) Any material act of personal dishonesty taken by the Senior Executive in connection with his or her responsibilities as an employee of the Company or any Affiliate whether or not intended to result in his or her substantial personal enrichment; (iii) The Senior Executive's conviction of, or plea of nolo contendere to, a felony that the Committee reasonably believes has had or will have a material detrimental effect on the reputation or business of the Company or any Affiliate; (iv) The Senior Executive's breach of any fiduciary duty owed by such Senior Executive to the Company or any Affiliate that has a material detrimental effect on the reputation or business of the Company or any Affiliate; or (v) The Senior Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or the entering of any cease and desist order with respect to such action against the Senior Executive (regardless of whether or not the Senior Executive admits or denies liability) View More

Cause. For termination by the Company of the Employee's employment shall mean (i) the failure by the Employee to substantially perform the Employee's duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Employee pursuant to Section 4.1 hereof), or (ii) the engaging by the Employee in conduct which is demonstrably and... materially injurious to the Company or its subsidiaries, monetarily or otherwise. View More

Cause. (i) the Executive's willful failure to follow the lawful instructions of the Board, Employer's chief executive officer, or the board of directors or chief executive officer of another Applicable Company for which the Executive is then serving as Chief Legal Officer; (ii) the commission by the Executive of any fraud, misappropriation or other serious misconduct in relation to Employer, another Applicable Company or a Subsidiary of an Applicable Company; (iii) the Executive's conviction of, or... plea of guilty or nolo contendere to, a felony; or (iv) the Executive's failure to comply in any material respect with this Agreement or any other agreement between the Executive, on the one hand, and the Employer or another Applicable Company or a Subsidiary of an Applicable Company, on the other. Notwithstanding anything contained herein to the contrary, the Executive's employment with Employer may not be terminated for Cause pursuant to clause (i), (ii) or (iv) above unless (A) the decision is made by a majority of the Board at a Board meeting where the Executive had an opportunity to be heard; (B) Employer provides the Executive with written notice of the Board's decision to terminate the Executive's employment for Cause specifying the particular act(s) or failure(s) to act serving as the basis for such decision; and (C) if such act or failure to act is determined by the Board to be capable of being cured, the Executive fails to cure any such act or failure to act to the reasonable satisfaction of the Board within ten days after such notice. For purposes of this Agreement, no act or failure to act, on the part of the Executive, will be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omission was legal, proper, and in the best interests of Employer or another Applicable Company, as applicable. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or the board of directors of an Applicable Company or based upon the advice of counsel (which counsel is a licensed attorney or firm of attorneys other than the Executive) for Employer or another Applicable Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of Employer or such other Applicable Company. View More

Cause. The Executive's personal dishonesty, incompetence, willful misconduct, breach of a fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. No act or failure to act by the Executive shall be considered willful unless the Executive acted or failed to act with an absence of good... faith and without a reasonable belief that her action or failure to act was in the best interest of the Employers. Cause shall not exist unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the entire membership of the Boards of Directors of the Employers at a meeting of the Boards called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Boards), stating that in the good faith opinion of the Boards the Executive has engaged in conduct described in the preceding sentence and specifying the particulars thereof in detail. The opportunity of the Executive to be heard before the Boards shall not affect the right of the Executive to mediation and arbitration as set forth in Section 19 of this Agreement. View More

Cause. (i) the Participant's failure to perform a material duty or the Participant's material breach of an obligation under an agreement with the Company or a breach of a material and written Company policy other than by reason of mental or physical illness or injury, (ii) the Participant's breach of a fiduciary duty to the Company, (iii) the Participant's conduct that is demonstrably and materially injurious to the Company, materially or otherwise or 3 (iv) the Participant's conviction of, or plea of... nolo contendre to, a felony or crime involving moral turpitude or fraud or dishonesty involving assets of the Company and that in all cases is described in a written notice from the Board and that is not cured, to the reasonable satisfaction of the Board, within thirty (30) days after such notice is received by the Participant. View More

Cause. (i) your willful refusal to implement or follow a lawful policy or directive of the Board, or your failure to otherwise perform the duties of your position in a reasonably satisfactory manner, which breach, if curable, is not cured within thirty (30) days after written notice to you from the Company; (ii) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) your... unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (iv) your material breach of this Agreement or any other written agreement with the Company (provided that should the Company contend that you have materially breached this Agreement or such other agreement it will first provide you written notice and a thirty (30) day period to cure the alleged breach). View More

Cause. A finding by the Board, in its reasonable discretion, that (i) the Executive committed an intentional act or acted with gross negligence that has materially injured the business of the Company, or (ii) the Executive has refused or failed to follow lawful directions of the Board or the appropriate individual to whom the Executive reports; or (iii) the Executive has willfully neglected his or her duties for the Company; (b) the conviction of the Executive, or the entry of a pleading of guilty or... nolo contendere by the Executive to, any crime involving moral turpitude or any felony; or (c) a material breach of any agreement between the Executive and the Company View More

Cause. (b) "Cause" means: (i) Your conviction of a felony, either in connection with the performance of your obligations to the Company or which otherwise materially and adversely affects your ability to perform such obligations; (ii) Your willful disloyalty to the Company or deliberate material dishonesty to the Company; (iii) The commission by you of an act of fraud or embezzlement against the Company; (iv) Your willful, substantial failure to perform any of your duties hereunder or your deliberate... failure to follow reasonable, lawful directions of the Company's Board of Directors or your direct supervisor, which failure, if capable of being cured, is not cured within 30 days after delivery to you by the Company of written notice of such failure; or (v) A material breach by you of any material provision of this letter which breach is not cured within 30 days after delivery to you by the Company of written notice of such breach. View More

Cause. The occurrence of any of the following events: (i) Executive's willful and continued failure to substantially perform his or her duties with the Company or any subsidiary after written warnings identifying the lack of substantial performance are delivered to Executive to identify the manner in which the Company or the subsidiary believes that Executive has not substantially performed his or her duties; (ii) Executive's willful engaging in illegal conduct while in the course and scope of... Executive's employment which is materially injurious to the Company or any subsidiary; (iii) Executive's commission of a felony; (iv) Executive's material breach of a fiduciary duty owed to the Company or any subsidiary; (v) Executive's intentional, unauthorized disclosure to any person of confidential information or trade secrets of a material nature relating to the business of the Company or any subsidiary; (vi) Executive's material breach of any employment agreement or any other agreement entered into with the Company or any subsidiary; or (vii) Executive engaging in any conduct while in the course and scope of Executive's employment that violates the Company's or a subsidiary's written rules, regulations, or policies constituting grounds for discharge. Executive's employment may be terminated for Cause only by an affirmative vote of not less than three-quarters of the independent members of the Board of Directors and such determination shall be final, conclusive and binding on all parties. Executive's employment will not be terminated for Cause without (x) written notice to Executive setting forth in reasonable detail the grounds for Cause and (y) the opportunity to cure within thirty (30) days of such written notice. View More