Cause

Cause. With respect to any Participant: (i) a material breach by Participant of his or her employment, consulting, service or similar agreement with the Company or a Subsidiary, or of any confidentiality, invention assignment, non-competition or similar agreement with the Company or a Subsidiary; (ii) the repeated or continued failure by Participant to perform any of his or her material duties or obligations under any such agreement; (iii) Participant's act or omission that materially injures the... business of the Company or a Subsidiary; (iv) the conviction of, or admission of guilt or plea of no contest by, the Participant in a criminal proceeding with respect to any crime, whether or not involving the Company or a Subsidiary, which constitutes a felony in the jurisdiction involved; the embezzlement or misappropriation of property of the Company, a Subsidiary or any of their affiliates or any other act involving fraud or dishonesty with respect to the Company, a Subsidiary or any of their affiliates or any breach by the Participant of his or her statutory common law or contractual duties not to compete with the Company, a Subsidiary or any of their affiliates or not to disclose or reveal confidential information or trade secrets of the Company, a Subsidiary or any of their affiliates View More

Cause. Means: (i) the Employee's continued intentional and demonstrable failure to perform his or her duties customarily associated with the Employee's position as an employee of the Company or its respective successors or assigns, as applicable (other than any such failure resulting from the Employee's mental or physical Disability) after the Employee has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company's belief that the... Employee has not devoted sufficient time and effort to the performance of his or her duties and has failed to cure such non-performance within thirty (30) days after receiving such notice (it being understood that if the Employee is in good faith performing his or her duties, but is not achieving results the Company deems satisfactory for the Employee's position, it will not be considered to be grounds for termination of the Employee for "Cause"); (ii) the Employee's conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; (iii) the Employee's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against, and causing material harm to, the Company or its respective successors or assigns, as applicable; (iv) the Employee's unauthorized use of the Company's material confidential information; or (v) the Employee's prohibited or unauthorized competitive activity. The Employee will receive notice and an opportunity to be heard before the Board with the Employee's own attorney before any termination for Cause is deemed effective. Notwithstanding anything to the contrary, the Board may immediately place the Employee on administrative leave (with full pay and benefits to the extent legally permissible) but will allow reasonable access to Company information, employees and business should the Employee wish to avail himself and prepare for his or her opportunity to be heard before the Board prior to the Board's termination for Cause. If the Employee avails himself or herself of the Employee's opportunity to be heard before the Board, and then fails to make himself or herself available to the Board within thirty (30) days of such request to be heard, the Board may thereafter cancel the administrative leave and terminate the Employee for Cause. Likewise, if the Board fails to make itself available to the Employee and his or her counsel within thirty (30) days of the Employee's request to be heard, Employee will be entitled to terminate his or her employment with the Company and such termination will be treated as a resignation by Employee for Involuntary Termination. View More

Cause. Employee has (i) breached any fiduciary duty or this Agreement or any restrictive covenants (including confidentiality, non-competition and non-solicitation) relating to the Employer and its Affiliates, and failed to cure such breach within 30 days (except in no case may Employee be entitled to more than one right to cure with respect to this Section 1(c)(i) in any 12-month period); (ii) failed to use his best efforts to promote the interests of the Employer or any of its Affiliates or to... devote his full business time and efforts to the business and affairs of the Employer and its Affiliates, or engaged in insubordination and if any such failure or insubordination is not cured within 10 days after written notice to Employee by the Employer or any of its Affiliates (except in no case may Employee be entitled to more than one right to cure with respect to this Section 1(c)(ii) in any 12- month period); (iii) been grossly negligent or engaged in willful misconduct, fraud, embezzlement or material acts of dishonesty relating to the affairs of the Employer or any of its Affiliates; (iv) engaged in any conduct or made any statement which materially impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Employer or any of its Affiliates; (v) been convicted of or pled guilty or nolo contendere to (A) any misdemeanor relating to the affairs of the Employer or any of its Affiliates or involving actions causing material damage to the Employer's or its Affiliates' reputation or goodwill or (B) any felony; (vi) failed to maintain his primary, full-time residence in the greater Kansas City metropolitan area; (vii) abused drugs or alcohol in a manner that impeded Employee's performance; or (viii) engaged in a willful violation of any federal or state securities laws, rules or regulations. View More

Cause. (i) your conviction of, or plea of no contest to, any felony or a crime involving moral turpitude; (ii) your repeated failure or refusal to follow, in any material respect, the instructions of the Board or the bylaws, policies, standards or regulations of or applicable to the Company that have been provided to you in writing, which from time to time may be established or changed; (iii) your continued failure or refusal to faithfully and diligently perform, in any material respect, the usual and... customary duties of your employment hereunder; or (iv) your fraudulent conduct or your willful disregard of the lawful instructions of the Board, which in the case of your willful disregard is not cured within 30 days after being given written notice of the facts. View More

Cause. Termination for "cause" generally means termination as a result of Executive's willful gross misconduct that is materially adverse to the Company, Executive's willful violation of a federal or state law, rule or regulation applicable to the business of the Company that is materially adverse to the Company, Executive's conviction for, or entry of a guilty or no contest plea to, a felony Executive's termination of employment will not be considered to be for Cause unless it is approved by a... majority vote of the members of the Board of Directors or an independent committee thereof. It is understood that good faith decisions of the Executive relating to the conduct of the Company's business or the Company's business strategy will not constitute "Cause." View More

Cause. The term "Cause" means: (a) Executive's willful misconduct or gross negligence in connection with the performance of Executive's material employment-related duties for the Company or any of its Subsidiaries; (b) Executive's conviction of, or a plea of guilty or nolo contendere to, a felony or a crime involving fraud or moral turpitude; (c) Executive's engaging in any business that directly or indirectly competes with the Company or any of its Subsidiaries; (d) Executive's disclosure of Trade... Secrets, customer lists or Confidential Information of the Company or any of its Subsidiaries to any unauthorized person; or (e) Executive's engaging in willful or serious misconduct that has caused or could reasonably be expected to result in material injury to the Company or any of its Subsidiaries, including, but not limited to by way of damage to the Company's or Subsidiary's reputation or public standing or material violation of Company policy as in effect from time to time. For purposes of this Section 16.3, no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's act, or failure to act, was in the best interest of the Company. A termination of employment by Executive for an event set forth in clause (a), (c) or (e) this Section 16.3 will not constitute Cause unless (A) within the thirty (30) day period immediately following the occurrence of such event, the Company has given written notice to Executive of the event relied on for such termination, (B) Executive has not remedied such event within (15) days (the "Cure Period") of the receipt of such notice, and (C) the Company, within thirty (30) days after the end of the Cure Period, elects by written notice to Executive to terminate Executive's employment, to be effective immediately. In all events, Company shall give written notice to Executive of any termination of Executive's employment for Cause and the specific event relied upon as Cause, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. View More

Cause. For purposes of this Agreement, 'Cause' means a good faith determination by the Board, that any of the following has occurred: (i) willful engaging in illegal conduct or gross misconduct which is injurious to the Company or an affiliated company, (ii) being convicted of, or entering a plea of nolo contendere or guilty to, a felony or a crime of moral turpitude; (iii) engaging in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly... or indirectly in a gain or personal enrichment to you at the expense of the Company or an affiliated company, (iv) material breach of any written policies of the Company or an affiliated company, or (v) willful and continual failure substantially to perform your duties with the Company; provided, however, that prior to any determination that 'Cause' under this Agreement has occurred, the Board shall (A) provide to you written notice specifying the particular event or actions giving rise to such determination and (B) provide you an opportunity to be heard within 30 days of such notice and (C) provide you with 5 days from the date you are heard to cure such event or actions giving rise to a determination of 'Cause,' if curable. View More

Cause. (i) failure or refusal by a Participant to substantially perform his or her duties with the Company (except where the failure results from incapacity due to disability); or (ii) severe misconduct or activity deemed detrimental to the interests of the Company. This may include, but is not limited to: (a) acts involving dishonesty; (b) material violation of Company written policies (such as those related to alcohol, drugs, or so on); (c) discrimination and/or discriminatory harassment; (d)... unauthorized disclosure of Company confidential information under the terms and conditions of the Company's confidentiality and/or proprietary rights agreement between the Participant and the Company; or (e) the entry of a plea of nolo contendere to, or the conviction of, a crime or felony. View More

Cause. For purposes of this Agreement, 'Cause' for termination will mean: (a) a material breach of any of Executive's obligations or duties pursuant to this Agreement, which remains uncured seven days after Executive becomes aware of the breach; (b) gross negligence or willful misconduct in the course of employment; (c) any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; (d) an act or omission involving dishonesty or... fraud; or (e) substantial and repeated failure to perform the duties reasonably expected of an employee in the biotechnology industry, or to perform certain duties as reasonably directed by management or the Board. View More

Cause. If the Employee is a party to an agreement with the Company in which the term 'cause' is defined, the meaning given such term in the agreement. Otherwise, 'Cause' shall mean the Employee's (i) failure to perform assigned duties and responsibilities (ii) engaging in conduct which is injurious (monetarily or otherwise) to the Company or any of its Affiliates, (iii) breach of any corporate policy or code of conduct established by the Company or breach of any agreement between the Company and the... Employee, or (iv) conviction of a misdemeanor involving moral turpitude or a felony. View More