Cause

Cause. As determined within the sole discretion of the Plan Administrator: (i) The willful and continued failure of the Participant to perform substantially the Participant's duties as established from time to time by the Company's management (other than any such failure resulting from a disability), after a written demand for substantial performance is delivered to the Participant by the Company's management that specifically identifies the manner in which the management believes that the Participant... has not substantially performed the Participant's duties; or (ii) Dishonesty, fraud, misappropriation of funds, theft relating to the Participant's position, harassment, an act of violence, acts punishable by law, misconduct as described in the Company's Employee Handbook, as amended from time to time, or such other serious misconduct as will be determined by the Administrator to constitute conduct that warrants forfeiture pursuant to the Plan. View More

Cause. Shall have the meaning ascribed to such term in the Participant's individual employment, severance of other agreement with the Company or, if the Participant is not party to such an agreement, "Cause" shall mean (i) dishonesty in the performance of the Participant's duties, (ii) the Participant's malfeasance or misconduct in connection with the Participant's duties or (iii) any act or omission which is injurious to the Company or its Affiliates, monetarily or otherwise.

Cause. The Participant (i) breaches in any material respect or fails to fulfill in any material respect fiduciary duty owed to Company; (ii) breaches in any material respect the terms of Participant's employment agreement with the Company, if any, or any other confidentiality or non-solicitation, non-competition agreement between Company and Participant; (iii) pleads guilty to or is convicted of a felony; (iv) is found to have engaged in any reckless, fraudulent, dishonest or grossly negligent... misconduct, (v) fails to perform his or her duties to the Company, provided that Participant fails to cure any such failure within thirty (30) days after written notice from Company of such failure, provided further, however, that such right to cure shall not apply to any repetition of the same failure previously cured hereunder; or (vi) violates any material rule, regulation or policy of the Company that may be established and made known to Company's employees from time to time, including without limitation, the Company Employee Handbook View More

Cause. Participant's: (i) willful misconduct or gross negligence in the performance of Participant's duties; (ii) refusal to follow the lawful directions of the Company employee to whom the Participant reports or, in the case of the Chief Executive Officer, the Board of Directors; (iii) breach of a fiduciary duty owed to the Company; (iv) fraud, embezzlement or other material dishonesty with respect to the Company; (v) violation of applicable federal, state or local law or regulation governing the... Company's business; (vi) commission, conviction, plea of nolo contendere, guilty plea, or confession to a crime based upon an act of fraud, embezzlement or dishonesty or to a felony; (vii) habitual abuse of alcohol or any controlled substance or reporting to work under the influence of alcohol or any controlled substance (other than a controlled substance that Participant is properly taking under a current prescription); (viii) misappropriation (or attempted misappropriation) by Participant any material assets or business opportunities of the Company or any of its subsidiaries or affiliates; (ix) a material failure to comply with the Company's written policies or rules, as they may be in effect from time to time during Participant's employment, including policies and rules prohibiting discrimination or harassment; or (x) a material breach of Participant's employment agreement or offer letter, the Non-Competition, Confidentiality and Intellectual Property Agreement or any other written agreement between the Company or one of its subsidiaries and Participant, provided that Participant will have 30 days after notice from the Company to cure a failure or a breach under (ii), (ix) or (x), if curable View More

Cause. Any of the following grounds for the Executive's termination of employment: (i) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (ii) a willful act or acts of dishonesty or gross misconduct which results or is intended to result in material damage to the Company's business or reputation; (iii) any willful and material violation of Company insider trading policies, any Company written employment policies, or the Company's code of conduct; or (iv)... willful and continued refusal to substantially perform the required duties with the Company (other than any such refusal resulting from incapacity due to physical or mental illness or Disability or any actual or anticipated refusal after a termination for Good Reason) after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed the required duties. For purposes of determining "Cause," no act or omission by the Executive shall be considered "willful" unless it is done or omitted in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act or failure to act based upon: (A) authority given pursuant to a resolution duly adopted by the Board or any other direction from the Board or (B) advice of counsel for the Company, shall be conclusively presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company. For the avoidance of doubt, poor performance (including failure to meet strategic goals or business plan) shall not be a basis for a Cause termination. The Executive may only be terminated for Cause by a resolution duly adopted by the Board and approved by a majority of the Board members (excluding Executive) after Executive has been given a reasonable opportunity to be heard before the Board with his counsel present. View More

Cause. The meaning set forth in the 2020 Stock Option and Performance Incentive Plan, as may be amended from time to time, and any successor thereto (the "SOPIP"); provided, however, that if the Participant is covered by the Recoupment Policy (as defined below), the term "Cause" shall have the meaning set forth in the Recoupment Policy

Cause. As used in the Grant Notice or in this Restricted Stock Unit Agreement shall have the meanings set forth in the Executive Severance Agreement, dated as of November 22, 2022, between the Participant and the Company

Cause. (a) the willful and continued failure of a Participant to substantially perform his or her duties with the Company (other than such failure resulting from the Participant's incapacity due to physical or mental illness), (b) any act by a Participant that would constitute a felony under the laws of the United States, or (c) any act or omission by a Participant which reasonably constitutes dishonesty, disloyalty, fraud, deceit, gross negligence, willful misconduct or recklessness during the course... of his or her duties, including, but not limited to the willful violation of the Company's by-laws, Global Code of Conduct, or other corporate policies and procedures governing employee conduct. View More

Cause. Has the meaning set forth in the Equity Incentive Plan.

Cause. Termination by the Company shall be determined to have occurred only if the reason for such termination is any of the following:(i) A material breach of the Key Employee's fiduciary duty to the Company or an act of fraud, dishonesty or theft upon the Company;(ii) Willful, persistent or repeated neglect, failure to perform, or violation of duties after having been previously warned of such neglect, failure to perform or violation; (iii) Entry against the Key Employee of a guilty plea, or a... conviction, judgment or order against the Key Employee in any proceeding or action before any court relating to a willful violation of any material law, rule or regulation relating to the business of the Company or any of its affiliates or involving moral turpitude; or (iv) The Key Employee's breach of the Non-Competition, Non-Solicitation and Confidentiality Agreement. View More