Cause

Cause. To terminate the Executive's employment upon: (i) the Executive's willful misconduct or gross negligence in the performance of his duties hereunder, or his willful failure to attempt in good faith to carry out, or comply with, in any material respect any lawful and reasonable written directive of the Board or the Chief Executive Officer or the Executive's willful material violation of the Company's statement of corporate policy and code of conduct at any time after such statement and code have... been adopted by the Board and have been set forth in writing and delivered to the Executive; (ii) the Executive's unlawful use (including being under the influence) of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities; (iii) the Executive's failure or refusal to reasonably cooperate with any governmental/regulatory authority having jurisdiction over the Executive and the Company; (iv) the Executive's material breach of this Agreement; (v) the Executive's intentional commission at any time in the performance of his duties hereunder of any act of fraud, embezzlement, misappropriation of Company property, moral turpitude or breach of fiduciary duty against the Company that has a material adverse effect on the Company; or (vi) the Executive's commission of a felony, other than as a result of vicarious liability or as a result of a traffic violation. No Notwithstanding the foregoing, termination of the Executive's employment hereunder by the Company for Cause shall not be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. satisfied. The Executive shall be given written notice by the Board, Company, with such notice stating in reasonable detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. The Executive shall have thirty (30) twenty (20) days after receipt of such notice to fully cure such alleged violation. If he fails to cure such alleged violation within such thirty (30)-day twenty (20)-day period, the Executive shall then be entitled to a hearing in person (together with counsel) before the full Board. If after such hearing, the Board gives written notice to the Executive confirming that a majority of the members of the full Board voted after the hearing to terminate him for Cause, the Executive's employment shall thereupon be terminated for Cause. For purposes hereof, no act or omission shall be deemed to be willful ''willful" if such act or omission was taken (or omitted) in the good faith belief that such is in the best interests of, or not opposed to the best interests of, the Company or if such act or omission resulted from the Executive's physical or mental incapacity. View More

Cause. The same meaning as is set forth ascribed thereto in an any employment agreement, engagement agreement, 'covenants and agreements' or similar document other agreement between the Recipient and the Company. If Company or any subsidiary or, if there is no such agreement or document, then Cause definition therein, "Cause" shall mean: (i) (A) Recipient's rendering services while under material dishonesty in the influence performance of alcohol Recipient's duties or illegal drugs; (B) Recipient's... failure, whether willful, intentional or grossly negligent, to perform Recipient's duties; (ii) willful misconduct in connection with the performance of Recipient's performing any act of dishonesty, other than an act with immaterial consequences, in rendering services to the Company, including, without regard to materiality, falsification of records, expense accounts or other reports; duties; (iii) Recipient's conviction, whether by judgment conviction of, or plea, entering a plea of any guilty or nolo contendere to, a crime which that constitutes a felony felony, or which constitutes with respect to a misdemeanor involving violence, fraud, embezzlement or theft; moral turpitude; (iv) Recipient's violation a material breach by Recipient of any law material covenant or agreement which results provision contained in Recipient's employment agreement, if any, or the Employee Confidentiality Agreement and Restrictive Covenants executed by Recipient; (v) the Company, after reasonable investigation, finds that Recipient has violated any material written policies of the Company or any of its subsidiaries, including, but not limited to, any code of conduct or ethics policies, or policies pertaining to harassment or discrimination; (vi) a willful failure or refusal by Recipient to comply with a written directive from the Board (unless such directive represents an illegal act); or (vii) a confirmed positive illegal drug test for Recipient; provided, however, that none of the foregoing shall constitute Cause unless the Company first provides Recipient with written notice referencing this provision and describing the grounds that the Company believes constitutes Cause and Recipient fails to cure such grounds within thirty (30) days after receipt of such written notice (except in the entry case of a judgment or order enjoining or preventing Recipient from such activities as matters which the Board reasonably determines in good faith are essential not able to be cured in which case Recipient's termination for Recipient to perform services for the Company; (v) Recipient's violation of any of the Company's policies which provide for termination of employment as a possible consequence of such violation; (vi) conduct engaged in by Recipient which is injurious (other than to an immaterial extent) to the Company; (vii) the Company's receipt of reliable information from any source of Recipient's entering into or intending to enter into competition with the Company; or (viii) refusal to perform such duties as may Cause shall be delegated or assigned to Recipient, consistent with the Recipient's position, by effective immediately upon his or her supervisor. receipt of the written Cause notice from the Company) View More

Cause. Cause as defined When used in connection with the termination of a Management Stockholder's Employment, unless otherwise provided in any stock option grant agreement entered between the Company and the Management Stockholder with respect to any Options that may be granted under the Plan, effective employment agreement or other written agreement with respect to the termination of a Management Stockholder's Employment, the termination of the Management Stockholder's employment agreement Employment with the Company or, if the Management Stockholder does not have an employment agreement with the Company, and all Affiliates on account of (i) the willful and continued a failure of the Management Stockholder to substantially perform substantially his or her duties (other than as a result of physical or mental illness or injury) that has continued after NMG has provided written notice of such failure and Executive has not cured such failure within 30 days of the date of such written notice; (ii) the Management Stockholder's duties with willful misconduct or gross negligence which is materially injurious to the Company; (iii) a breach by a Management Stockholder of the Management Stockholder's fiduciary duty or duty of loyalty to the Company and its Affiliates; (iv) the Management Stockholder's unauthorized removal from the premises of the Company or one an Affiliate of its affiliates (other than any such failure resulting from incapacity due document (in any medium or form) relating to physical the Company or mental illness), after a written demand for substantial performance is delivered to an Affiliate or the customers of the Company or an Affiliate; or (v) the commission by the Management Stockholder of any felony or other serious crime involving moral turpitude. Any rights the Company or an Affiliate may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company or Affiliate may have under any other agreement with the Management Stockholder or at law or in equity. If, subsequent to a Management Stockholder's termination of Employment, it is discovered that such Management Stockholder's Employment could have been terminated for Cause, the Management Stockholder's Employment shall, at the election of the Board, in its sole discretion, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. Notwithstanding the foregoing, a failure to meet performance expectations shall not, by itself, constitute Cause hereunder where the Board of Directors, which specifically identifies the manner in which the Board of Directors believes determines that the Management Stockholder has not substantially performed the Management Stockholder's duties, or (ii) willful engaging by the Management Stockholder in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company or its affiliates, or (iii) conviction of or made a plea of guilty or nolo contendere to, a felony, or (iv) a material breach of his or her obligations under Section 4 or Section 5 hereof. For purposes of this definition of Cause, no act or failure to act on the part of the Management Stockholder shall be considered willful unless it is done, or omitted to be done, by the Management Stockholder in bad faith or without reasonable belief that the Management Stockholder's actions or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board of Directors with respect to such act or omission or upon the instructions of the Chief Executive Officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Management Stockholder duties in good faith and in the best interests of the Company. faith. View More

Cause. (i) Employee's inability or failure to secure and/or maintain any licenses or permits required by government agencies with jurisdiction over the business of Employer or its Affiliate; (ii) the willful destruction by Employee of the property of Employer or an its Affiliate having a material value to Employer or such Affiliate; (ii) (iii) fraud, embezzlement, theft, or comparable dishonest activity committed by Employee (excluding acts involving a de minimis dollar value and not related in any... manner whatsoever to Employer or an Affiliate); (iii) its Affiliate or their business); (iv) Employee's conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related in any manner whatsoever to Employer or an Affiliate); (iv) its Affiliate of their business); (v) Employee's breach, breach of this Agreement; (vi) Employee's neglect, refusal, or failure to materially discharge her Employee's duties (other than due to physical or mental illness) commensurate with her Employee's title and function, or Employee's failure to comply with the lawful directions of Employer's Board Employer; (vii) Employee's failure or refusal to perform Employee's duties within the expectations of Directors, that is not cured within fifteen (15) days after Employee has received written notice thereof from the Board; (v) Employer or its Affiliate; (viii) a willful and knowing material misrepresentation to Employer's Board Employer; (ix) a failure to follow a policy or procedure of Directors; (vi) a willful Employer or its Affiliate; (x) Employee's violation of a material policy statute, regulation or common law, whether federal, state or local, which applies to and/or governs the business of Employer, which does or could result in material harm to Employer or to Employer's reputation; or (vii) its Affiliate; (xi) Employee's material violation breach of a statutory or common law duty of loyalty or fiduciary duty to Employer, Employer or its Affiliate including but not limited to Employer's conflict of interest policy; or (xii) conduct by Employee which adversely and materially reflects upon the business, affairs or reputation of Employer and its affiliate, provided, however, that Employee's complete disability due to illness or accident or any other mental or physical incapacity shall not constitute "Cause" as defined herein. View More

Cause. A vote of the Board resolving that the Optionee Grantee has committed willful misconduct or gross negligence in the performance of duty in connection with the business affairs of the Company which, as determined in good faith by the Board, would: (i) materially adversely affect the business or the reputation of the Company with its current or prospective customers, suppliers, lenders and/or other third parties with whom it does or might do business; or (ii) expose the Company to a risk of civil... or criminal legal damages, liabilities or penalties; provided that if such willful misconduct or gross negligence and any the adverse effects or damages therefrom may be cured, the Optionee Grantee shall have fourteen (14) days or such additional time as may be reasonably determined by the Board to effect such cure from receipt by the Optionee Grantee of a written demand from the Board. View More

Cause. Shall have the The meanings set forth in the Plan

Cause. For the purposes of this letter agreement, 'Cause' Agreement, "Cause" for termination of your employment will exist if you are terminated for any of the following reasons: (i) your material willful, wrongful and continued failure to substantially to perform your duties and responsibilities to the Company, including but despite a written demand for performance from the CEO which describes the basis for the CEO's belief, and corrective action has not limited to a failure to cooperate with occurred within thirty (30) days of receipt of the Company in any investigation or formal proceeding; written demand; (ii) your commission of any act of fraud, embezzlement, dishonesty dishonesty, or any other intentional acts of willful misconduct, and which said acts of willful misconduct that results result in material injury to the Company; (iii) the unauthorized and intentional use or disclosure by you 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) you are convicted of, or enter a no contest plea to, a felony; or (v) your willful, wrongful and uncured breach of any of your obligations under any Company policy, written agreement or covenant with the Company (including including this letter agreement). agreement. The determination as to whether you are being terminated for Cause shall be made in good faith by the Board. CEO. The foregoing definition does not in any way limit the Company's ability to terminate your employment at any time as provided in Section 1 above. 9 below. View More

Cause. Shall mean (i) if a the Employee is party to an employment agreement or similar agreement with the Company Parent and such agreement includes a definition of Cause, the definition contained therein or (ii) if no such employment or similar agreement exists, it shall mean (A) the Employee's failure to perform the duties reasonably assigned to him or her by the Company, Parent, (B) a good faith finding by the Company Parent of the Employee's dishonesty, gross negligence or misconduct, (C) a... material breach by the Employee of any written Company employment policies or rules or (D) the Employee's conviction for, or his or her plea of guilty or nolo contendere to, a felony or for any other crime which involves fraud, dishonesty or moral turpitude. View More

Cause. Shall mean (i) a willful act of personal dishonesty knowingly taken by the Executive in connection with his responsibilities as an employee and intended to result in his substantial personal enrichment, (ii) a willful and knowing act by the Executive which constitutes gross misconduct, or (iii) any refusal by the Executive to comply with a reasonable written directive of the Board, (iii) (iv) a willful breach by the Executive of a material provision of this Agreement, or (iv) (v) a material and... willful violation of a federal or state law or regulation applicable to the business of the Company. No act, or failure to act, by the Executive shall be considered 'willful' "willful" unless (1) committed without good faith and without a reasonable belief that the act or omission was in the Company's best interest; and (2) the Executive has been given notice of the offending conduct and given a reasonable opportunity to cure, if possible. interest. Termination for Cause shall not be deemed to have occurred unless, by the affirmative vote of all of the members of the Board (excluding the Executive, if applicable), at a meeting called and held for that purpose (after reasonable notice to the Executive and his counsel) counsel and after allowing the Executive and his counsel to be heard before the Board, Board), a resolution is adopted finding that in the good faith opinion of such Board members the Executive was guilty of conduct set forth in (i), (ii), (iii), (iv) or (iv) and (v), of this section, specifying the particulars thereof; provided that in the case of conduct set forth in (iii) or (iv), the Executive shall have the opportunity to cure same within 30 days following the Executive's receipt of written notice thereof. View More

Cause. Means the determination, in good faith, by the Company Board, Board (or any successor thereto), after notice to the Executive and, if capable of being cured, a reasonable opportunity to cure, that one or more of the following events has occurred: occurred prior to the Date of Termination: (i) the willful failure of the Executive to perform his her material duties with the Company which duties are commensurate with those of the position for which the Executive is then employed; (ii) any failure... to follow the express instructions of the Board of Directors of the Company; (iii) any material violation of the policies of the Company as set forth in a written code of conduct or similar document; (iv) any act of gross negligence, fraud or willful misconduct by the Executive materially injuring the interest, business or reputation of the Company, or any of its parents, subsidiaries or affiliates; (v) (iii) the Executive's commission of any felony or any crime involving moral turpitude; (vi) felony; (iv) any misappropriation or embezzlement of the property of the Company, or any of its parents, subsidiaries or affiliates; or (vii) (v) any material breach by the Executive of this Agreement, including, without limitation, a material breach which after notice by the Company, is not cured by the Executive (if capable of Sections 13, 14 and 15 hereof. being cured) within 30 days thereafter. View More