Cause

Cause. Shall have the meaning assigned to such term in any employment or severance agreement between the Participant and the Company or any Subsidiary in effect at the applicable time (the "Employment Agreement") or, in the absence of any such Employment Agreement, "Cause" shall mean any of the following: (i) a Participant commits or is charged with a felony or other crime involving moral turpitude or commits any other act or omission involving dishonesty, disloyalty, breach of fiduciary duty, willful... misconduct or fraud with respect to the Company or any of its Subsidiaries; (ii) conduct by a Participant causing the Company or any of its Subsidiaries substantial public disgrace or disrepute or substantial economic harm; (ii) conduct by a Participant causing the Company or any of its Subsidiaries substantial public disgrace or disrepute or substantial economic harm; (iii) a Participant's failure to perform duties as directed by the Board or any executive officer of the Company or any of its Subsidiaries to whom such Participant directly reports; (iv) misappropriation by a Participant of one or more of any of the Company's or its Subsidiaries' assets or business opportunities; (v) material breach by a Participant of any confidentiality, non-compete, non-solicitation agreement with the Company or any of its Subsidiaries or any arrangement dealing with the ownership or protection of the Company's and its Subsidiaries' proprietary rights; or (vi) any material breach of any employment policy, code of conduct, code of ethics, or employment agreement between the Company or its Subsidiaries and such Participant or any material breach of any executive stock agreement evidencing the purchase and sale of Common Stock or the grant of options, SARs, restricted stock, performance awards or any combination of the foregoing by the Company to such Participant. View More

Cause. (a) Executive engages in gross misconduct or gross negligence in the performance of Executive's duties for the Company or any of its subsidiaries, (b) Executive embezzles or willfully misappropriates for his personal use, assets of the Company or any of its subsidiaries, (c) Executive commits an offense that, if convicted, would constitute a felony involving moral turpitude, (d) Executive's violation of Executive's obligations in Section 8, and/or breach of any restrictive covenant set forth in... Section 9 of this Agreement, or (e) Executive's willful and material failure to follow the lawful and reasonable instructions of the Board; that in each such case (except with regard to (c), is not cured within 30 calendar days after Executive's receipt of written notice from the Board of the alleged cause. No such cure period will be available for a second violation of (a), (b), (d), or (e) in connection with the same or similar conduct by Executive) View More

Cause. Shall mean: (A) conduct by the Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; or (B) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any... conduct by the Executive that would reasonably be expected to result in material injury to the Company or any of its subsidiaries and affiliates if he were retained in his position; or (C) continued, willful and deliberate non-performance by the Executive of his duties to the Company (other than by reason of the Executive's physical or mental illness, incapacity or disability) which has continued for more than 30 days following written notice of such non-performance from the Board; or (D) a violation by the Executive of the Company's employment policies which has continued following written notice of such violation from the Board; or (E) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials. For purposes of clauses (A), (C) and (E) hereof, no act, or failure to act, on the Executive's part shall be deemed "willful" unless done, or omitted to be done, by the Executive without reasonable belief that the Executive's act, or failure to act, was in the best interests of the Company and its subsidiaries and affiliates. For purposes of this Agreement, the Executive will be considered to have a "Disability" if, as a result of the Executive's incapacity due to physical or mental illness, the Executive shall have been absent from his duties to the Company on a full-time basis for 180 calendar days in the aggregate in any 12-month period. View More

Cause. The Executive's Separation because of the Executive's (i) conviction of, or plea of nolo contendere, to a felony or other crime involving moral turpitude, (ii) any willful acts of personal dishonesty which involves personal profit at the expense of the Company or any other entity having a business relationship with the Company, (iv) willful, material violation of any written contract or agreement between the Executive and the Company, (v) willful and continued failure to perform the duties and... responsibilities of his or her position, provided, however, that Executive has first received written notice from the Board or Chief Executive Officer specifying the basis for such determination and provides Executive thirty (30) days from the receipt of such notice to take corrective action, or (vi) any other willful act of gross misconduct which is materially injurious to the Company View More

Cause. Any one or more of the following, as determined by the Board in its sole discretion: the Participant's (a) commission of an act or acts involving any breach of fiduciary duty or fraud; (b) misconduct having an adverse effect on the Company or any of its Affiliates or commission of an act or acts of embezzlement or theft against the property or personnel of the Company or its Affiliates involving a potential loss of more than a nominal amount; (c) conviction of, or a plea of guilty or nolo... contendere to, (i) a felony or (ii) any other criminal offense and such conviction or plea results in an adverse effect on the Company or its Affiliates; (d) repeated failure or refusal to perform the Participant's duties for the Company; (e) abuse of alcohol, drugs or any controlled substance that interferes with the Participant's ability to perform his or her duties or has an adverse effect on the Company or its Affiliates, monetarily or otherwise; (f) breach of any confidentiality, non-competition, non-solicitation, non-disparagement or similar agreement with the Company or any of its Affiliates; or (g) violation of any written policy of the Company that has a material negative effect on the Company or its Affiliates, monetarily or otherwise. If a Participant and the Company have entered into an employment agreement or other similar agreement that specifically defines "cause," then with respect to that Participant, "Cause" will have the meaning defined in the Plan for purposes of the Plan and in that agreement for purposes of that agreement. For purposes of the Plan, a Participant's employment or service shall be deemed to have been terminated for Cause if, after the Participant's termination of employment or service for any reason, facts and circumstances are discovered that would have justified, in the opinion of the Board, a termination for Cause. View More

Cause. Any of the following: (i) the Participant's plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by the Participant of fraud or dishonesty with respect to any aspect of Company's business including, but not limited to, falsification of Company records; (iii) Participant's failure to perform his duties (other than by reason of an illness or a disability); (iv) Participant's engagement in misconduct that is materially injurious to... the Company (monetarily or otherwise); (v) Participant's breach any confidentiality, noncompetition or non-solicitation obligations to the Company; Participant's commencement of employment with an unrelated employer; (vii) material violation by Participant of any of the Company's written policies, including but not limited to any harassment and/or non-discrimination policies; (viii) Participant's gross negligence in the performance of his or her duties View More

Cause. That the Participant, as determined in the sole discretion of the Company, has (i) engaged in conduct that is determined, in the sole discretion of the Company, to constitute a serious infraction of Company policy, theft of Company property or services or other dishonest conduct, or conduct otherwise injurious to the Company, (ii) demonstrated unacceptable lateness or absenteeism (iii) committed or omitted acts that would constitute grounds for termination of the Participant's employment with... the Company or any Affiliate. View More

Cause. Executive's (1) conviction of, or guilty plea or no contest plea, to a felony charge or any crime involving moral turpitude, the entry of a consent decree with a governmental body or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its Affiliated Companies or any of their customers, dealers or suppliers, (2) misappropriation of any funds or assets of the Company for personal use (including, but not limited to, theft or embezzlement... of Company or Affiliated Companies' funds or assets), (3) willful noncompliance in any material respect with any laws or regulations, foreign or domestic, if such noncompliance could be reasonably expected to have a material adverse effect on the Company or any of its Affiliated Companies, (4) willful violation of any express direction or rule, regulation or policy established by the Company of which the Executive has been notified, advised or informed of and is aware of, or (5) willful material breach of this Agreement or material breach of Executive's fiduciary duties to the Company or any of its Affiliated Companies View More

Cause. For purposes of this Agreement, the term "Cause" shall mean that Executive: (A) pleads "guilty" or "no contest" to or is indicted for or convicted a felony under federal or state law or as a crime under federal or state law which involves Executive's fraud or dishonesty; (B) in carrying out his duties, engages in conduct that constitutes gross negligence or willful misconduct; (C) fails to reasonably perform the responsibilities of his position (such reasonable performance shall be evaluated... based on effort); (D) engages in misconduct that causes material harm to the reputation of the Company; or (E) materially breaches any term of this Agreement or written policy of the Company, provided that if the Company provides written notice of Cause pursuant to (C) through (E), the Executive shall be given thirty (30) days from the date of such written notice to cure such conduct. View More

Cause. A termination of employment is for "Cause" if Executive Officer has been convicted of or enters a plea of nolo contendere with regard to any felony or crime involving fraud, dishonesty or moral turpitude or the termination is evidenced by a resolution adopted in good faith by the Board to the effect that Executive Officer (i) continually failed substantially to perform Executive Officer's reasonably assigned duties with the Company (other than a failure resulting from Executive Officer's... incapacity due to physical or mental illness or, following a Change in Control, from Executive Officer's assignment of duties that would constitute Good Reason (as hereinafter defined)), which failure continued for a period of at least ten (10) days after a written notice of demand for substantial performance has been delivered to Executive Officer specifying the manner in which Executive Officer has failed substantially to perform, (ii) engaged in conduct which is demonstrably and materially injurious to the Company, or breached the express terms of this Agreement. View More