Cause

Cause. Means Executive's: (i) willful misconduct, intentional misrepresentation or gross negligence in the performance of Executive's duties, which causes material injury to the Company or any of its affiliates (whether financially, reputationally or otherwise); (ii) commission of an act of fraud, embezzlement, misappropriation or a breach by Executive of Executive's fiduciary duty or duty of loyalty to the Company or its affiliates; (iii) indictment, receipt of a charge or conviction for (or plea of... guilty or nolo contendere with respect to) any felony or any crime involving dishonesty or moral turpitude; (iv) unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises; (v) breach by Executive of the material terms of any material written agreement with the Company or any affiliate or any material written Company policies (including without limitation any improper disclosure of confidential data and breach of any policy related to sexual harassment, assault or fraternization), which have been provided or made available to Executive; or (vi) failure of Executive to reasonably 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 intentional failure to preserve documents or other materials known to be relevant to such investigation or the intentional inducement of others to fail to cooperate or to produce documents or other materials reasonably anticipated to be relevant to such investigation. Notwithstanding the foregoing, the Company may not terminate Executive's employment for Cause under clauses (i), (ii) or (vi) of this definition unless (A) the Company or the Board has provided notice to Executive setting forth in reasonable detail the specific conduct purporting to constitute Cause within ninety (90) days of the date the Company or the Board first becomes aware of its existence, (B) Executive has failed to cure such conduct (if capable of cure) within ten (10) days following the date of receipt of such notice (which may be extended in the event the Executive is actively working to cure), and (C) the Board or the Company has terminated Executive's employment within thirty (30) days following such failure to cure. Notwithstanding the foregoing, if within six (6) months following the termination of Executive's services it is determined that Executive's services could have been terminated for Cause, as such term is defined above, Executive's services shall, at the election of the Board, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. View More

Cause. As a reason for a Participant's termination of a Participant's Continuous Service shall have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, 'Cause' shall have the equivalent meaning or the same meaning as 'cause' or 'for cause' set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in... such agreement, such term shall mean (i) an intentional act of fraud, embezzlement, theft or any other illegal or unethical act in connection with the performance of the Participant's duties to the Company or a Subsidiary that the Company determines, acting in good faith, has materially injured or is highly likely to materially injure the Company, or any other terminable offense under the Company's policies and practices; (ii) intentional damage to the Company's (or a Subsidiary's) assets; (iii) conviction of (or plea of nolo contendere to) any felony or other crime involving moral turpitude; (iv) improper, willful and material disclosure or use of the Company's (or a Subsidiary's) confidential information or other willful material breach of the participant's duty of loyalty to the Company or a Subsidiary; (v) a willful, material violation of the Company's policies and procedures as set out in its employee handbook or a material violation of the Company's code of conduct that the Company determines, acting in good faith, has materially injured or is highly likely to materially injure the Company, monetarily or otherwise; or (vi) the participant's willful failure or refusal to follow the lawful and good faith directions of the Company or a Subsidiary, as determined in good faith by the Company. The good faith determination by the Company of whether a Participant's Continuous Service was terminated for 'Cause' shall be final and binding for all purposes hereunder View More

Cause. Means, with respect to the termination of this Agreement, (i) fraud, criminal conduct, willful misconduct or breach of fiduciary duty by the Adviser, (ii) a material breach of this Agreement by the Adviser, or (iii) a failure by the Adviser to dedicate the personnel and financial resources necessary to effectively manage the Company, or perform its respective duties and obligations hereunder or (iv) a sustained material degradation in the brand or reputation of the Adviser's parent and sponsor,... Franklin Square Holdings, L.P. View More

Cause. (or a term of like import) as defined under an Award Agreement or severance plan of the Company in which the Participant participates or, in the absence of such Award Agreement or participation in a severance plan that defines "cause" (or a term of like import), Cause means (i) the Participant's material breach of any written agreement between the Participant and the Company or any of its Subsidiaries or Parents; (ii) the Participant's material breach of any law applicable to the workplace or... employment relationship, or the Participant's material breach of any material policy or code of conduct established by the Company or any of its Subsidiaries or Parents applicable to the Participant, including the Company's policies on discrimination, harassment and sexual harassment; (iii) the Participant's gross negligence, willful misconduct, breach of fiduciary duty, fraud, theft or embezzlement on the part of the Participant; (iv) the commission by the Participant of, or conviction or indictment of the Participant for, or plea of nolo contendere by the Participant to, any felony (or state law equivalent) or any crime involving moral turpitude; or (v) the Participant's willful failure or refusal, other than due to Disability to perform the Participant's obligations or to follow any lawful directive from the Company, as determined by the Company; provided, however, that if the Participant's action or omissions as set forth in clause (v) are of such a nature that the Company determines that they are curable by the Participant, such actions or omissions must remain uncured 30 days after the Company provides the Participant written notice of the obligation to cure such actions or omissions. View More

Cause. (i) the Participant's continued failure (except where due to physical or mental incapacity) to substantially perform his or her duties; (ii) the Participant's intentional misconduct or gross neglect in the performance of his or her duties; (iii) the Participant's conviction of, or plea of guilty or nolo contendere to, a felony; (iv) the commission by the Participant of an act of fraud or embezzlement against the Company or any affiliate; (v) the Participant's breach of fiduciary duty; (vi) a... Participant's violation of the Code of Conduct of the LyondellBasell Group; or (vii) the Participant's willful breach of any material provision of any employment or other written agreement between the Participant and the Company or an affiliate (as determined in good faith by the Committee) that is not remedied within fifteen (15) days after written notice is received from the Company or affiliate specifying such breach. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. View More

Cause. (i) Executive's conviction for, or guilty plea or plea of nolo contendere to, a felony, or misdemeanor involving fraud or crime of moral turpitude; (ii) a willful refusal by Executive to comply with the lawful and reasonable instructions of the Company, or to otherwise perform Executive's duties as lawfully and reasonably determined by the Company, in each case that is not cured by Executive (if such refusal is of a type that is capable of being cured) within 30 days of written notice being... given to Executive of such refusal; (iii) any willful act or acts of dishonesty undertaken by Executive and intended to result in Executive's (or any other person's) material gain or personal enrichment at the expense of the Company or any of its customers, partners, affiliates, or employees; or (iv) any willful act of gross misconduct by Executive which is injurious to the Company. View More

Cause. Shall mean, in the context of a basis for termination of your employment with the Company, that: 10.1.1 you breach any obligation, duty or agreement under this Agreement, which breach is not cured or corrected within 15 days of written notice thereof from the Company; or 10.1.2 you commit any act of personal dishonesty, fraud, breach of fiduciary duty or trust; or 10.1.3 you are convicted of, or plead guilty or nolo contendere with respect to, theft, fraud, a crime involving moral turpitude, or... a felony under federal or applicable state law; or 10.1.4 you commit any act of personal conduct that, in the reasonable opinion of the Board, gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or 10.1.5 you commit continued and repeated substantive violations of specific written directions of the Board, which directions are consistent with this Agreement and your position as Chief Executive Officer and President, or continued and repeated substantive failure to perform duties assigned by or pursuant to this Agreement; provided that no discharge shall be deemed for Cause under this subsection 10.1.5 unless you first receive written notice from the Company advising you of the specific acts or omissions alleged to constitute violations of written directions or a material failure to perform your duties, and such violations or material failure continue after you shall have had a reasonable opportunity to correct the acts or omissions so complained of; or 10.1.6 you engage in conduct that is demonstrably and materially injurious to the Company Group (as defined below), or that materially harms the reputation or financial position of the Company Group (as defined below), unless the conduct in question was undertaken in good faith on an informed basis with due care and with a rational business purpose and based upon the honest belief that such conduct was in the best interest of the Company Group (as defined below); or 10.1.7 you are found liable in any Securities and Exchange Commission (SEC) or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not you admit or deny liability) where the conduct that is the subject of such action is demonstrably and materially injurious to the Company Group (as defined below); or 10.1.8 you (i) obstruct or impede, (ii) endeavor to influence, obstruct or impede, or (iii) fail to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an Investigation) (however, your failure to waive attorney-client privilege relating to communications with your own attorney in connection with an Investigation shall not constitute Cause); or 10.1.9 you made any material misrepresentations (or omissions) in connection with your resume and other documents which may have been provided by you, and oral statements regarding your employment history, education and experience, in determining to enter into the Agreement. View More

Cause. Shall mean: (1) professional incompetence; (2) willful misconduct; (3) personal dishonesty; (4) breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties; (6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist orders; and (7) any intentional material breach of any term, condition or covenant of this Agreement.

Cause. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company or an Affiliate defining such term and, in the absence of such agreement, such term means, with respect to a Participant, a good faith and reasonable determination by the Company that the Participant has, during the term of his or her employment with the Company or an Affiliate: (a) been convicted of, or pleaded nolo contendere to, (1) any felony or (2) any other lesser crime involving... fraud, embezzlement, or misappropriation; (b) engaged in gross negligence or willful misconduct in the performance of his or her duties; (c) breached any material provision of any agreement entered into with the Company or an Affiliate; (d) misappropriated any (1) material property of the Company or an Affiliate or (2) opportunity of the Company or an Affiliate; (e) failed to materially comply with any written policy or procedure of the Company or an Affiliate; or (f) engaged in an act or omission that results in financial or other harm to the Company or an Affiliate. The determination as to whether a Participant is being terminated for Cause will be made in good faith by the Company and will be final and binding on the Participant View More

Cause. Any (i) willful failure by the Executive, which failure is not cured within 30 days of written notice to the Executive from the Company, to perform his or her material responsibilities to the Company or (ii) willful misconduct by the Executive which affects the business reputation of the Company.