Cause

Cause. Will have the meaning ascribed to such term in any written agreement between you and the Company or a Subsidiary defining such term and, in the absence of such agreement, such term means the occurrence of one or more of the following: (i) your refusal to follow a reasonable and lawful direction of the Board or the chief executive officer of the Company after thirty (30) days written notice from the Company or a Subsidiary specifying the nature of your refusal and demanding that such refusal be... remedied, provided that such notice will not be required if such refusal cannot be remedied and provided further that if you remedy such refusal, Cause will not exist; (ii) your conviction of a felony or any crime involving moral turpitude; or (iii) your material breach of your fiduciary or contractual obligations to the Company or a Subsidiary after thirty (30) days written notice from the Company or a Subsidiary specifying the nature of your breach and demanding that such breach be remedied, provided that such notice will not be required if such breach cannot be remedied and provided further that if you remedy such breach, Cause will not exist under this provision. The determination that a termination of your Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that your Continuous Service was terminated with or without Cause for the purposes of the Option will have no effect upon any determination of the rights or obligations of the Company or you for any other purpose. View More

Cause. Any of the following: (i) any refusal by Executive to perform the material duties and responsibilities of Executive's position, as determined after investigation by the Board. Executive, after having been given written notice by the Company, shall have seven (7) days to cure such refusal; (ii) any intentional act of fraud, embezzlement, theft or misappropriation of the Company's funds by Executive, as determined after investigation by the Board, or Executive's admission or conviction of a... felony or of any crime involving moral turpitude, fraud, embezzlement, theft or misrepresentation; (iii) any gross negligence or willful misconduct of Executive resulting in a financial loss or liability to the Company or damage to the reputation of the Company, as determined after investigation by the Board; (iv) any breach by Executive of any one or more of the covenants set forth in the Executive's Confidentiality, Non-Competition and Non-Solicitation Agreement; or (v) any violation of any rule, regulation or guideline imposed by the Company or a regulatory or self-regulatory body having jurisdiction over the Company, as determined after investigation by the Board. View More

Cause. The termination of Purchaser's employment because of (i) a willful act by Purchaser which constitutes gross misconduct and which is injurious to the Company, or (ii) a material and willful violation of a judicial, federal or state law or regulation applicable to the business of the Company

Cause. The termination of Participant's employment because of (i) a willful act by Participant which constitutes gross misconuc and which is injurious to the Company, or (ii) a material and willful violation of a judicial, federal or state law or regulation applicable to the business of the Company

Cause. Shall mean a termination of the Executive's employment because of: (1) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement, any equity plan or award document, or any other material agreement in writing between the Executive and the Company (other than as a result of Executive's incapacity due to physical or mental illness); (2) the Executive's conviction of, or plea of nolo contendere to, (A) any felony or (B) another crime... involving dishonesty or moral turpitude or which could reflect negatively upon the Company or otherwise impair or impede its operations; (3) the Executive's conduct in performing under this Agreement that constitutes a material breach of a written policy of the Company or a material violation of the rules of any governmental or regulatory body applicable to the Company that is injurious to the financial condition or business reputation of the Company; (4) the Executive's refusal to follow the reasonable and lawful directions of the Board (other than as a result of Executive's incapacity due to physical or mental illness); (5) Executive's engaging in fraud, embezzlement, or act of moral turpitude, or any other willful misconduct by the Executive that is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates; or (6) a final order of the SEC that causes the Executive to become subject to any of the "bad actor" disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act of 1933, as amended. Notwithstanding anything in this Section 9(a) to the contrary, no event or condition described in Sections 9(a)(1), 9(a)(3), 9(a)(4) or 9(a)(5) shall constitute Cause unless (x) within ninety (90) days from the Board first acquiring actual knowledge of the existence of the Cause condition, the Board provides the Executive written notice of its intention to terminate his employment for Cause and the grounds for such termination; (y) such grounds for termination (if susceptible to correction) are not corrected by the Executive within thirty (30) days of his receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty-day (30) period, the Executive has not taken all reasonable steps within such thirty-day (30) period to correct such grounds as promptly as practicable thereafter); and (z) the Board terminates the Executive's employment with the Company immediately following expiration of such thirty-day (30) period. For purposes of this Section 9(a), any attempt by the Executive to correct a stated Cause shall not be deemed an admission by the Executive that the Board's assertion of Cause is valid. Notwithstanding anything in this Agreement to the contrary, if the Executive's employment with the Company is terminated without Cause, the Company shall have the sole discretion to later use after-acquired evidence to retroactively re-characterize the prior termination as a termination for Cause if such after-acquired evidence supports such an action. View More

Cause. Means the occurrence of any of the following: (i) Executive's conviction of, or plea of "no contest" to, a felony or any crime involving fraud or embezzlement; (ii) Executive's intentional misconduct; (iii) Executive's material failure to perform his or her employment duties; (iv) Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a... result of his or her relationship with the Company or any of its subsidiaries; (v) an act of material fraud or dishonesty against the Company or any of its subsidiaries; (vi) Executive's material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or (vii) Executive's failure to cooperate with the Company in any investigation or formal proceeding. The foregoing definition does not in any way limit the Company's ability to terminate Executive's employment relationship at any time as provided in Section 2 above, and the term "Company" will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. View More

Cause. Means a determination that one or more of the following has occurred, as reasonably determined by the Committee in good faith: (1)Participant's willful and continued failure to substantially perform his or her duties to the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant by the Committee which specifically identifies the manner in which the Committee believes... that the Participant has not substantially performed his or her duties; provided, however, that a termination of employment to be for Cause pursuant to this subsection, the Participant must (A) receive a written notice which indicates in reasonable detail the facts and circumstances claimed to provide a basis for the termination of his or her employment for Cause; and (B) be provided with an opportunity to be heard no earlier than 30 days following the receipt of such notice (during which notice period the Participant has the opportunity to cure and has failed to cure or resolve the behavior in question); (2)Participant's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty or moral turpitude;(3)Participant's willful engaging in gross misconduct; or (4)Participant's unauthorized use or disclosure of material confidential information or material trade secrets of the Company. Any determination of "cause" for purposes of this Agreement shall have no effect upon any determination of the rights or obligations of the Company (or an Affiliate) or the Participant for any other purpose. View More

Cause. Means: (i) The commission by the Employee (evidenced by a conviction or written, voluntary and freely given confession) of a criminal act constituting a felony or involving fraud or moral turpitude; (ii) The repeated failure of the Employee to follow the reasonable directives of the Employee's superiors after having been given written notice thereof; or (iii) Commission by the Employee of any act, which both (A) constitutes gross negligence or willful misconduct and (B) has a materially adverse... effect on the Company's operations, properties or business relationships. View More

Cause. Any of the following grounds for termination of Executive's employment: (i) Executive's commission of a felony (excluding all vehicular and traffic offenses); (ii) Executive repeatedly negligently performs or fails to perform, or willfully refuses to perform, Executive's duties to the Company (other than a failure resulting from Executive's incapacity due to physical or mental illness); (iii) Executive commits an act of dishonesty or breach of trust or otherwise engages in misconduct in the... performance of Executive's duties; (iv) Executive engages in public conduct that the Board determines is harmful to the reputation of the Company; (v) Executive breaches any written non-solicitation, non-competition, non-disclosure or invention assignment agreement, or any other agreement in effect with the Company, including without limitation this Agreement and the Restrictive Covenants Agreement (as defined in Section 5 of this Agreement); or (vi) Executive breaches the Company's written code of business conduct and ethics, including the MeetMe, Inc. Code of Conduct and Ethics. Prior to any termination for Cause pursuant to each such event listed in (ii), (iii), (iv), (v) or (vi) above, to the extent such event(s) is capable of being cured by Executive, the Company shall give Executive written notice thereof describing in reasonable detail the circumstances constituting Cause and Executive shall have the opportunity to remedy same within 30 days after receiving written notice. View More

Cause. Shall be determined by the Committee in the exercise of its good faith judgment, in accordance with the following guidelines: (i) Participant's willful misconduct or gross negligence in the performance of Participant's obligations, duties and responsibilities of Participant's position with the Company (including those as an employee of the Company set forth in the Company's Code of Business Conduct and Ethics dated June 1, 2006, as same may be amended from time to time provided such amendment... affects all executive officers of the Company), (ii) Participant's dishonesty or misappropriation, in either case that is willful and material, relating to the Company or any of its funds, properties, or other assets, (iii) Participant's inexcusable repeated or prolonged absence from work (other than as a result of, or in connection with, a Disability), (iv) any unauthorized disclosure by Participant of Confidential Information (as defined below) or proprietary information of the Company in violation of Section 11(d), which is reasonably likely to result in material harm to the Company, (v) Participant's conviction of a felony (including entry of a guilty or nolo contender plea) involving fraud, dishonesty, or moral turpitude, (vi) a violation of federal or state securities laws, or (vii) the failure by Participant to attempt to perform faithfully the duties and responsibilities of Participant's position with the Company, or other material breach by Participant of this Award Agreement, provided any such failure or breach described in clauses (i), (ii), (iii), (iv), (vi) and (vii) is not cured, to the extent cure is possible, by Participant within thirty (30) days after written notice thereof from the Company to Participant; provided, however, that no failure or breach described in clauses (i), (ii), (iii), (iv), (vi) and (vii) shall constitute Cause unless (x) the Company first gives Participant written notice of its intention to terminate Participant's Service for Cause and the grounds of such termination no fewer than ten (10) days prior to the date of termination; and (y) Participant is provided an opportunity to appear before the Board, with or without legal representation at Participant's election to present arguments on Participant's own behalf; and (z) if Participant elects to so appear, such failure or breach is not cured, to the extent cure is possible, within thirty (30) days after written notice from the Company to Participant that, following such appearance, the Board has determined in good faith that Cause exists and has not, following the initial notice from the Company, been cured; provided further, however, that notwithstanding anything to the contrary in this Award Agreement and subject to the other terms of this proviso, the Company may take any and all actions, including without limitation suspension (but not without pay), it deems appropriate with respect to Participant and Participant's duties at the Company pending such appearance and subsequent to such appearance during which such failure or breach has not been cured. No act or failure to act on Participant's part will be considered "willful" unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that Participant's action or omission was in the best interests of the Company. View More