Cause

Cause. For purposes of this Agreement, "Cause" shall mean a good faith finding by the Company that you have (i) failed, neglected, or willfully refused to perform a material aspect of your lawful employment duties related to your position or as from time to time assigned to you (other than due to disability within the meaning of Internal Revenue Code Section 22(eX3)), have been provided a written notice of such failure and have been provided seven business days to begin to cure such failure but have... not cured the issue; (ii) committed any willful, intentional, or grossly negligent act having the effect of injuring the interest, business, or reputation of the Company; (iii) committed an act constituting a felony or misdemeanor involving moral turpitude, fraud, theft, or dishonesty; (iv) misappropriated or embezzled any property of the Company (whether or not an act constituting a felony or misdemeanor); (v) committed an intentional or willful unauthorized disclosure of Confidential Information (as defined in the Company's Proprietary Information and Inventions Agreement); (vi) breached any material provision of any written agreement between you and the Company; or (vii) failed, neglected, or refused to comply with the Company's written policies or rules, as they may be in effect from time to time during your employment, have been provided written notice of such violation of the Company's written policies or rules and have failed to cure any such violation within seven business days of the receipt of the written notice. View More

Cause. A good faith finding by the Company that you have (i) committed an act constituting a felony or misdemeanor involving moral turpitude, fraud, theft, or dishonesty; (ii) misappropriated or embezzled any property of the Company (whether or not an act constituting a felony or misdemeanor); or (iii) committed an intentional or willful unauthorized disclosure of Confidential Information (as defined in the Company's Proprietary Information and Inventions Agreement)

Cause. You have (i) engaged in gross negligence or willful misconduct in the performance of your duties and responsibilities respecting your position with the Company; or (ii) a final conviction of a felony or a misdemeanor involving moral turpitude

Cause. As determined in the sole discretion of the Company, any one or more of the following: i. an indictment of Executive, or plea of guilty or plea of nolo contendere by Executive, to a charge of an act constituting a felony under the federal laws of the United States, the laws of any state, or any other applicable law, (II) fraud, embezzlement, or misappropriation of assets, (III) willful misfeasance or dishonesty, or (IV) other actions or criminal conduct which materially and adversely affects... the business (including business reputation) or financial condition of the Company; ii. the continued failure of Executive to (I) perform substantially Executive's duties with the Company (other than any such failures resulting from incapacity due to physical or mental illness), (II) observe all material obligations and conditions to be performed and observed by Executive under this Agreement, or (III) perform his or her duties in accordance, in all material respects, with the policies and directions established from time to time by the Chief Executive Officer, the Board or a duly authorized Board committee (any such failure, a ("Performance Failure"), and to correct such Performance Failure within not more than fifteen (15) days following written notice from the Chief Executive Officer or the Board delivered to Executive, which notice specifically identifies the manner in which the Chief Executive Officer or the Board believes that Executive has not substantially performed; or iii. having corrected (or the Company having waived the correction of) a Performance Failure, the occurrence of any subsequent Performance Failure (whether of the same or different type or nature). View More

Cause. Shall mean, as determined by the Board (excluding the Covered Employee, if such Covered Employee is then a member of the Board) based on the information then known to it, that one or more of the following has occurred: (i) the Covered Employee's arrest for or conviction of a crime; or (ii) the Covered Employee's material breach of any employment agreement or other obligation to the Company, including without limitation a breach by the Covered Employee of the Company's written employment... policies; or (iii) the Covered Employee's willful failure or refusal to accept, acknowledge or carry out the Company's lawful and reasonable written direction; or (iv) the Covered Employee's conduct which is unlawful, fraudulent, dishonest, creates a conflict of interest with the Company, causes damage to the Company or interferes with the Company's business operations View More

Cause. (a) Cause as defined in any employment or other agreement or policy applicable to the Participant; or (b) If no such agreement or policy exists, (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) substantial failure on the part of the Participant to perform his or her duties to the Company or any Subsidiary or gross negligence on the part of the Participant in the performance of such... duties, (iii) any unlawful or criminal activity of a serious nature, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary. The determination of whether a non-director Participant's actions constitute Cause shall be made at the Committee's discretion. (c) With respect to any member of the Board, the determination of whether the Participant's actions constitute Cause shall be made by a majority of disinterested Board members. For Board members, Cause shall also mean (a) malfeasance in office, (ii) gross misconduct or neglect with respect to the Company or any Subsidiary, (iii) false or fraudulent misrepresentation inducing the Board member's appointment, (iv) willful conversion of corporate funds, or (v) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance View More

Cause. Shall have the same meaning as "cause" set forth in Section 4(d) of the Employment Agreement. The inclusion of "failed to substantially perform his duties" in this definition of "Cause" is expressly excluded for purposes of the Clawback provided in Section 12. Such exclusion shall not affect any other rights of the Company under any other clause of the definition of "Cause".

Cause. The term "Cause" is to be construed the same as such similar term is defined in any employment agreement, offer letter, or service provider agreement between the Grantee and the Company as may be in force from time to time, and in the absence of such agreement or letter, shall mean the Grantee's (i) failure to reasonably perform the Grantee's duties to the Company or to follow the lawful instructions of his or her superiors in a manner that could reasonably be expected to result in harm to the... Company, other than as a result of incapacity due to physical or mental illness or injury, (ii) willful violation of the Company's written policies that could reasonably be expected to result in harm to the Company, (iii) engaging in conduct that is, or could reasonably expected to be, materially damaging to the Company, (iv) willful misconduct or gross negligence that could reasonably be expected to result in harm to the Company, (v) act of fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company, (vi) conviction of, or plea of guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, or (vii) willful breach of a fiduciary duty owed to the Company. View More

Cause. 'Cause,' as it applies to the determination by the Company to terminate the employment of the Covered Executive, shall mean any one or more of the following: (i) Covered Executive's default or breach of any of the provisions of any agreement that the Covered Executive may have with the Company or any affiliate or subsidiary; (ii) Covered Executive engages in an act or series of acts constituting fraud, abuse, dishonesty, embezzlement, destruction or theft of Company property, or breach of the... duty of loyalty owed by Covered Executive to the Company; (iii) Covered Executive's violation of any applicable laws, rules or regulations (including, without limitation, all Medicare and other health care laws, rules and regulations pertaining to the provision of home health care, hospice or any other services provided by the Company); (iv) Covered Executive's furnishing materially false, inaccurate, misleading or incomplete information to the Company; (v) Covered Executive engages in an act or series of acts constituting a material breach of the Company's Code of Ethical Business Conduct, the Company's employee handbook or any other Company policy; (vi) Covered Executive's willful failure to follow reasonable and lawful directives of Covered Executive's supervisor, or any of the Company's senior executive officers, which are consistent with Covered Executive's job responsibilities and performance; or (vii) Covered Executive's failure to satisfy the requirements of Covered Executive's job, regardless whether or not such failure is willful, including the failure to satisfy the objectives of any action plan or performance improvement plan that Covered Executive may be under. In the event of a termination by the Company for Cause, Covered Executive shall have no right to any severance benefits under this Plan. View More

Cause. Shall mean the occurrence of any of the following: (i) the Executive being convicted of, or pleads guilty or nolo contendere to, or enters into an agreement for deferred adjudication, deferred prosecution, or other form of delayed disposition for (A) any felony (or, for a crime occurring outside of the United States, a crime which would otherwise constitute a felony if such crime were prosecuted pursuant to the laws of the United States or the State of New York) or (B) a crime of moral... turpitude that is demonstrably injurious to the Company or the reputation of the Company; or (ii) refusal by the Executive to carry out the lawful and reasonable directions of the Board, which is not cured within thirty (30) days following written demand from the Board; or (iii) any material violation of any policies, procedures or guidelines of the Company or the Subsidiaries that is demonstrably injurious to the Company; or (iv) the Executive engages in (or has engaged in) serious misconduct or inappropriate behavior, including, but not limited to, fraud, embezzlement, misrepresentation, criminal activities, falsification of Company records, theft, violent acts or threats of violence, or a violation of law, regulation, or unethical conduct that is demonstrably injurious to the Company or the reputation of the Company; 2 provided, however, that any act, or failure to act, by the Executive shall not constitute Cause for purposes of this Agreement if such act, or failure to act, was committed, or omitted, by the Executive in good faith and in a manner he reasonably believed to be in the best interests of the Company. Any act, or failure to act, based upon authority (A) given pursuant to a resolution duly adopted by the Board, or (B) based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, in the best interests of the Company. The cessation of Executive's employment shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (excluding Executive, if a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Executive is guilty of the conduct constituting Cause, and specifying the particulars thereof in detail. View More