Cause

Cause. Any of the following: (i) a Participant's substantial failure to perform his or her duties and responsibilities to the Company or its subsidiaries or such Participant's substantial negligence in the performance of such duties and responsibilities; (ii) a Participant's commission of a felony or a crime involving moral turpitude; (iii) a Participant's commission of theft, fraud, embezzlement, material breach of trust or any material act of dishonesty involving the Company or any of its... subsidiaries; (iv) a Participant's significant violation of the code of conduct of the Company or its subsidiaries, of any material policy of the Company or its subsidiaries, or of any statutory or common law duty of loyalty to the Company or its subsidiaries; (v) a Participant's material breach of any of the terms of any agreement between the Company or subsidiaries and such Participant; or (vi) other conduct by a Participant that could be expected to be harmful to the business, interests or reputation of 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. Means (i) Executive's conviction of, or plea of guilty or nolo contendre to, a felony or a crime involving moral turpitude; (ii) Executive's admission or conviction of, or plea of guilty or nolo contendre to, an intentional act of fraud, embezzlement or theft in connection with Executive's duties or in the course of employment with the Company or an Affiliate; (iii) Executive's intentional wrongful damage to property of the Company or an Affiliate; (iv) intentional unauthorized or wrongful use... or disclosure of secret processes or of proprietary or confidential information of the Company or an Affiliate (or any other party to whom Executive owes an obligation of nonuse or nondisclosure as a result of Executive's employment relationship with the Company or an Affiliate), including but not limited to trade secrets and customer lists; (iv) Executive's violation of any agreement not to compete with the Company or an Affiliate or to solicit either its customers or employees on behalf of competitors while remaining employed with the Company or an Affiliate; (v) Executive's intentional violation of any policy or policies regarding ethical conduct; (vi) an act of dishonesty made by Executive in connection with Executive's responsibilities as an employee which materially harms the Company or an Affiliate, or (vii) Executive's intentional or continued failure to perform Executive's duties with the Company or an Affiliate, as determined in good faith by the Company or an Affiliate after being provided with notice of such failure, such notice specifying in reasonable detail the tasks which must be accomplished and a timeline for the accomplishment to avoid termination for Cause, and an opportunity to cure within thirty (30) days of receipt of such notice. View More

Cause. Any of the following: (i) Commission of a crime that the Company determines could harm the Company's reputation or financial prospects or could subject the Company to penalties or sanctions; (ii) A violation of any of the Company's corporate policy statements that involve compliance with law which violation the Company determines could harm the Company's reputation or financial prospects; (iii) A violation of the Company's Code of Ethics and Business Conduct that the Company determines could... harm the Company's reputation or financial prospects; (iv) Refusal to cooperate with the Company in a Company investigation; or (v) Any similar conduct with respect to which the Company determines in its sole discretion that the payment of a benefit under the Plan would not be in the Company's best interest. View More

Cause. (a) any act or acts of personal dishonesty, fraud, or embezzlement by the Executive taken in connection with the Executive's responsibilities as an employee or other service provider of the Company; (b) the Executive's conviction of, or plea of nolo contendere to, any criminal act that is a felony; (c) the Executive's material breach of any of the Executive's obligations under any written agreement or covenant with the Company; (d) the Executive's willful and continued failure to perform the... duties and responsibilities of the Executive's position; (e) a breach of any fiduciary duty owed to the Company by the Executive, (f) unauthorized use or disclosure by the Executive of any proprietary information or trade secrets of the Company or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive's relationship with the Company. View More

Cause. The termination of the Optionee's employment because of the occurrence of any of the following events, as determined by the Board in accordance with the procedure below: (i) the failure by Optionee to attempt in good faith to perform his or her duties or to follow the lawful direction of the individual to whom Optionee reports; provided, however, that the Company shall have provided Optionee with written notice of such failure and Optionee has been afforded at least 15 days to cure same; (ii)... the indictment of Optionee for, or Optionee's conviction of or plea of guilty or nolo contendere to, a felony or any other serious crime involving moral turpitude or dishonesty; (iii) Optionee's willfully engaging in misconduct in the performance of his or her duties (including theft, fraud, embezzlement, securities law violations, a material violation of the Company's code of conduct or a material violation of other material written policies) that is injurious to the Company, monetarily or otherwise, in more than a de minimis manner; (iv) Optionee's willfully engaging in misconduct unrelated to the performance of his or her duties for the Company that is materially injurious to the Company, monetarily or otherwise; (v) the material breach by Optionee of any material written agreement with the Company. For purposes of this Agreement, no act, or failure to act, on the part of Optionee shall be considered "willful" unless done, or omitted to be done, by Optionee in bad faith and without reasonable belief that his or her action or omission was in the best interest of the Company. Any termination shall be treated as a termination for Cause only if (i) Optionee is given at least five business days' written notice of termination specifying the alleged Cause event and shall have the opportunity to appear (with counsel) before the full Board to present information regarding his or her views on the Cause event, and (ii) after such hearing, Optionee is terminated for Cause by at least a majority of the Board. After providing the notice of termination in the foregoing sentence, the Board may suspend Optionee with full pay and benefits until a final determination pursuant to this Section 6(a) has been made. Notwithstanding the foregoing provisions of this Section 6(a), if Optionee is party to an employment agreement with the Company that provides a definition of Cause, such definition shall apply instead of the foregoing provisions of this Section 6(a). View More

Cause. (i) Executive's committing of an act of gross negligence, including misappropriation, embezzlement or fraud, that materially adversely affects the Company or any of the Company's customers, suppliers or partners, (ii) his willful misconduct in the performance of services for the Company or breach of fiduciary duty involving personal profit (other than unintentional, immaterial breaches that are promptly cured after written notice to Executive), (iii) his being convicted of, or pleading no... contest to, any felony , (iv) any material breach of any agreement with the Company by him that remains uncured for thirty (30) days after written notice by the Company to him, unless that breach is incapable of cure, in which case no cure period shall be permitted, or any other material unauthorized use or disclosure of the Company's confidential information or trade secrets involving personal benefit, or (v) his failure to follow the lawful and reasonable directions of the Board; provided that, at any point when Executive no longer serves as Executive Chairman, "principal executive officer," or otherwise as an employee of the Company, and serves only as a member of the Board, "Cause" shall instead mean a breach of fiduciary duties as a director such that he would not be entitled to indemnification under applicable law. View More

Cause. Shall have the meaning set forth in, and be effectuated pursuant to the procedures applicable under, Sections 8(a)(ii) and (iii) of the Employment Agreement.

Cause. When used in connection with the termination of a Participant's Employment, (i) if the Participant has an effective employment agreement with the Company or any Subsidiary or Affiliate as of the date an Award is granted, the definition used in such employment agreement as of such date, or (ii) if the Participant does not have an effective employment agreement with the Company or any Subsidiary or Affiliate as of the date an Award is granted, unless otherwise provided in the Participant's Award... Notice, matters which, in the judgment of the Committee, constitute any one or more of the following: (i) default or breach of any of the provisions of any agreement that the Participant may have with the Company or any Affiliate or Subsidiary; (ii) actions constituting fraud, abuse, dishonesty, embezzlement, destruction or theft of Company property, or breach of the duty of loyalty owned by the Participant to the Company; (iii) violation of any applicable laws, rules or regulations (including, without limitation, all Medicare and other health care laws, rules and regulations pertaining to the provision of home health care, hospice or any other services provided by the Company); (iv) furnishing materially false, inaccurate, misleading or incomplete information to the Company; (v) actions constituting a material breach of the Company's Code of Ethical Business Conduct, the Company's employee handbook or any other Company policy; (vi) willful failure to follow reasonable and lawful directives of the Participant's supervisor, or any of the Company's senior executive officers, which are consistent with the Participant's job responsibilities and performance; or (vii) failure to satisfy the requirements of the Participant's job, regardless whether or not such failure is willful, including the failure to satisfy the objectives of any action plan or performance improvement plan that the Participant may be under. Any determination of Cause for purposes of the Plan or any Award shall be made by the Committee in its sole discretion. Any such determination shall be final and binding on a Participant. View More

Cause. 'Cause,' as it applies to the determination by the Company to terminate the employment of a Covered Executive, shall mean any one or more of the following: (i) Covered Executive's willful, material, and irreparable breach of Covered Executive's duties to the Company; (ii) Covered Executive's gross negligence in the performance or intentional 1 nonperformance of any of Covered Executive's material duties and responsibilities to the Company; (iii) Covered Executive's willful dishonesty, fraud, or... misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company; (iv) Covered Executive's conviction or plea of nolo contendere to a felony crime; and (v) Covered Executive engages in an act or series of acts constituting misconduct resulting in a misstatement of a Company's financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. In the event of a termination by the Company for Cause, Covered Executive shall have no right to any severance benefits under this Plan. View More

Cause. Shall have the meaning given to such term in the Change in Control and Severance Agreement.