Cause

Cause. In the reasonable judgment of the Board: (i) Optionee commits fraud, theft or embezzlement against the Company or any Affiliate; (ii) Optionee commits a felony or a crime involving moral turpitude; (iii) Optionee refuses to execute or materially breaches the terms of the Company's Insider Trading Policy or FD/Media Policy as in effect from time-to-time, (iv) Optionee breaches any of the terms of the Employment Agreement and fails to cure such breach within thirty (30) days after the receipt of... written notice of such breach from the Company; or (v) Optionee engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or an Affiliate View More

Cause. A Participant's (i) conviction or plea of guilty or nolo contendre to a felony or other crime involving moral turpitude; (ii) commission of fraud or a material act or omission involving dishonesty with respect to the Company, as reasonably determined by the Board; (iii) willful failure or refusal to carry out the material responsibilities of his or her employment, as reasonably determined by the Board; or (iv) gross negligence, willful misconduct, or engaging in a pattern of behavior which has... had or is reasonably likely to have a significant adverse effect on the Company, as reasonably determined by the Board. View More

Cause. (a) "Cause" shall mean: (i) your continued failure to perform your duties with 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 you by the Board or an officer of the Company which specifically identifies the manner in which the Board or the officer believes that you have not substantially performed your duties;(ii) the conviction of, or plea of guilty or nolo... contendere to, a felony or the willful engaging by you in conduct which is materially and demonstrably injurious to the Company; (iii) your commission of a material act or material acts of personal dishonesty intended to result in your substantial personal enrichment at the expense of the Company; or (iv) your material violation of Company policies relating to Code of Business Conduct, Equal Employment Opportunities and Harassment or Workplace Violence;provided, however, that in no event shall Cause exist by virtue of any action taken by you (A) in compliance with express written directions of the Board, the Company's Chief Executive Officer or the officer to whom you report, or (B) in reliance upon the express written consent of the Company's counsel. In each case above, for a termination of employment to be for Cause, you must be provided with a Notice of Termination (as described in Section 17(a)) within six (6) months after the Company has actual knowledge of the act or omission constituting Cause. Whether a termination of employment is for Cause as provided above will be determined by the Company in its sole discretion based on all the facts and circumstances. For purposes hereof, the term "Company" shall include an Affiliate. View More

Cause. Shall mean: i. your substantial failure to perform your duties and responsibilities to the Company or any Group Company or your deliberate violation of a Company or Group Company policy; ii. your commission of any act of fraud, embezzlement, dishonesty or any other misconduct that has caused or is reasonably expected to result in material injury to the Company or any Group Company; iii. your unauthorized use or disclosure of any Confidential Information or trade secrets of the Company or any... Group Company or any other party to whom the Company or a Group Company owes an obligation of nondisclosure; or iv. your wilful breach of any of your obligations under any written agreement or covenant with the Company or any Group Company. The determination as to whether your service is being terminated for Cause shall be made in good faith by the Company and shall be final and binding. The foregoing definition does not in any way limit the Company's ability to terminate your employment at any time as provided in clauses 7, 8 or 9. View More

Cause. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, or in the absence of any such then-effective agreement or definition, means termination of employment as a result of a violation of any Company policy, procedure or guideline, or engaging in any of the following forms of misconduct: conviction of any felony or of any misdemeanor involving dishonesty or moral turpitude; theft or misuse... of the Company's property or time; use of alcohol or controlled substances on the Company's premises or appearing on such premises while intoxicated or under the influence of drugs not prescribed by a physician, or after having abused prescribed medications; illegal use of any controlled substance; illegal gambling on the Company's premises; discriminatory or harassing behavior, whether or not illegal under federal, state or local law; willful misconduct; material breach of the Company's business conduct or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company or any Affiliate or falsifying any document or making any false or misleading statement relating to employment by the Company; or injures the economic or ethical welfare of the Company by misconduct or inattention to duties and responsibilities, or fails to meet the Company's performance expectations, as determined by the Company in its sole discretion (other than by reason of Disability) View More

Cause. (i) embezzlement or misappropriation of funds; (ii) conviction of, or entry of a plea of nolo contendre to, a felony involving moral turpitude; (iii) commission of material acts of dishonesty, fraud, or deceit; (iv) breach of any material provisions of any employment agreement; (v) habitual or willful neglect of duties; (vi) breach of fiduciary duty; or (vii) material violation of any other duty whether imposed by law or the Board

Cause. For those Participants who are not eligible to participate in the CIC Plan, means a Participant's Termination of Employment for actions which would constitute conduct leading to immediate termination pursuant to Company policy. If a Participant is a participant in the CIC Plan, "Cause" means "Cause" as that term is defined in the CIC Plan on the Date of Grant.

Cause. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate or, in the absence of any such then-effective agreement or definition, means (i) a material act of fraud which results in or is intended to result in a Participant's personal enrichment at the expense of Company, including without limitation, theft or embezzlement from Company; (ii) public conduct by a Participant that is materially... detrimental to the reputation of Company; (iii) material violation by a Participant of any written Company policy, regulation or practice; (iv) the willful or grossly negligent failure to adequately perform the duties of a Participant's position to the material detriment of the Company; (v) commission of conduct constituting a felony; (vi) a material breach by a Participant of any of the terms and conditions of an agreement with the Company or any Affiliate; or (vii) a Participant continues to materially fail to perform the duties associated with Participant's employment or other status as a Service Provider View More

Cause. Shall have the meaning set forth in the applicable Award Agreement, or if not defined therein, shall, in the case of an employee, have the meaning assigned to such term in any individual employment agreement between the Company or its Subsidiaries and the Participant, or if none, in the Company severance plan (if any) covering the Participant.

Cause. As it relates to the termination of a Participant's employment, means a Participant's:(i) Intentional act of fraud, embezzlement, theft or any other material violation of law in connection with the Participant's duties or in the course of his employment with a Participating Employer;(ii) Intentional wrongful damage to material assets of a Participating Employer;(iii) Intentional wrongful disclosure of material confidential information of a Participating Employer;(iv) Intentional wrongful... engagement in any competitive activity which would constitute a material breach of the duty of loyalty;(v) Intentional breach of any stated material employment policy of a Participating Employer; (vi) Intentional neglect of duties and responsibilities; or(vii) Breach of the Restrictive Covenant Agreement referred to in Section 4 of the Plan. No act, or failure to act, on the part of a Participant shall be deemed "intentional" if it was due primarily to an error in judgment or negligence but shall be deemed "intentional" only if done, or omitted to be done, by the Participant in bad faith or without reasonable belief that his or her action or omission was in or not opposed to the best interest of the Participating Employer. Failure to meet performance standards or objectives of a Participating Employer shall not, in and of itself, constitute Cause for purposes hereof. View More