Cause

Cause. Shall, with respect to Executive, have the meaning set forth in any written employment agreement between the Company or any Subsidiary of the Company and Executive, or, in the absence of any such written agreement or in the absence of a term in such an agreement that defines 'cause' (or a term of similar meaning) for purposes of such agreement, shall mean any of the following, as determined by the Board: (i) Executive has become disqualified or prohibited by law from carrying out any of the... duties or functions Executive is engaged to carry out for the Company and/or its Subsidiaries, (ii) Executive has committed, been convicted of or pled guilty or nolo contendere to any felony or any other act or omission involving dishonesty, disloyalty, malfeasance, theft, embezzlement or fraud with respect to the Company or any of its Affiliates or any of their customers, suppliers or any other material business relations, or any other crime involving moral turpitude, (iii) Executive has been guilty of gross negligence or gross misconduct in the course of Executive's engagement with the Company and/or its Subsidiaries, (iv) Executive has breached his or her fiduciary duties to the Company and/or its Subsidiaries, (v) Executive has committed any material breach of this Agreement or any other written agreement between Executive and the Company or any of its Affiliates, (vi) Executive has engaged in any conduct which has brought or could reasonably be expected to bring Executive or the Company or any of its Affiliates into public disgrace or material disrepute or material economic harm, (vii) Executive has been found to have secured Executive's engagement with the Company and/or its Subsidiaries by misrepresentation or fraud, (viii) Executive has willfully failed to perform duties and/or obligations as lawfully and reasonably directed by the Company and/or its Subsidiaries or (ix) Executive has failed to comply in any material respect with applicable securities laws or to cooperate in any audit or investigation of the business or financial practices of the Company or any of its Affiliates. View More

Cause. The occurrence of any one or more of the following: (i) Executive's commission of any crime involving fraud, dishonesty or moral turpitude; (ii) Executive's attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the business of the Company; (iii) Executive's intentional, material violation of any contract or agreement between Executive and the Company or any statutory duty Executive... owes to the Company; or (iv) Executive's conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company; provided, however, that the action or conduct described in clauses (iii) and (iv) above will constitute "Cause" only if such action or conduct continues after the Company has provided Executive with written notice thereof and thirty (30) days to cure the same. The determination that a termination of Executive's employment is either for Cause or without Cause shall be made by the Board or its Compensation Committee, in each case, in its sole discretion. View More

Cause. (a) the Participant's conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) the Participant has (i) engaged in material dishonesty, willful misconduct or gross negligence, (ii) breached or threatened to breach the Non-Disclosure, Assignment and Non-Solicitation Agreement by and between the Company and the Participant, (iii) materially violated a Company policy or procedure causing or threatening to cause substantial... injury to the Company, and/or (iv) willfully refused to perform the Participant's assigned duties to the Company, following written notice of such refusal by the Company and a period of thirty (30) days to cure the same. View More

Cause. The occurrence of any of the following: (i) the Executive's willful and continued failure to perform the Executive's assigned duties or responsibilities as an employee of the Company (other than a failure resulting from the Executive's disability) after written notice from the Company describing the basis for the Company's belief that the Executive has failed to perform such duties or responsibilities, and not remedying such failure within thirty (30) days of the Executive's receipt of such... notice; (ii) the Executive engaging in any act of dishonesty, fraud, or misrepresentation in connection with the Executive's responsibilities as a Company employee that results in substantial harm to the Company's reputation or business; (iii) the Executive's violation of any federal or state law or regulation applicable to the business of the Company or its affiliates that results in substantial harm to the Company's reputation or business; (iv) the Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company; or (v) the Executive being convicted of, or entering a plea of nolo contendere to, a felony View More

Cause. (i) a good faith finding by the Board of Directors of the Company (A) of repeated and willful failure of the Participant after written notice to perform the Participant's reasonably assigned duties for the Company, or (B) that the Participant has engaged in dishonesty, gross negligence or misconduct, which dishonesty, gross negligence or misconduct has had a material adverse effect on the business affairs of the Company; (ii) the conviction of the Participant of, or the entry of a pleading of... guilty or nolo contendere by the Participant to, any crime involving moral turpitude or any felony; or (iii) a breach by the Participant of any material provision of any invention and non-disclosure agreement or non-competition and non-solicitation agreement with the Company, which breach is not cured within ten days written notice thereof. View More

Cause. Shall have the meaning set forth in the applicable Participant's employment agreement with the Company or its Affiliate, or, if the Participant does not have such an employment agreement or it does not define 'Cause,' a termination for 'Cause' shall mean a termination of a Participant's employment with the Company or any of its Subsidiaries for any of the following reasons: (i) the willful misconduct or negligence of such Participant with respect to the Company, any of its Subsidiaries, or any... of its customers, vendors or employees, or the repeated failure of such Participant to abide by directives provided in good faith to such Participant by the Board or the board of directors of the applicable Subsidiary or any supervisor of such Participant; (ii) any breach by such Participant of (A) Participant's fiduciary duties to the Company or the applicable Subsidiary or (B) any material term of such Participant's employment agreement (or any agreement referenced therein or other written agreement between Participant or the Company, including any noncompetition, nonsolicitation, inventions, proprietary rights, and confidentiality agreement); (iii) any indictment, commission, conviction, or plea of guilty or no contest (also known as 'nolo contendre') of or by (as applicable) such Participant for any felony or other crime of dishonesty or moral turpitude or of any other act or omission involving dishonesty or fraud with respect to the Company, any of its Subsidiaries or any of its customers, vendors, or employees; (iv) such Participant's failure to abide by the policies or procedures of the Company and any applicable Subsidiary (including, but not limited to, nondiscrimination and sexual harassment policies) as approved by the Board from time to time; (v) conduct which could reasonably be expected to bring the Company or any of its Subsidiaries into substantial public disgrace or disrepute or (vi) illegal possession or use of any controlled substance. View More

Cause. For termination will exist if your employment is terminated for any of the following reasons: (i) any material breach by you of any material written agreement between you and the Company and your failure to cure such condition (if curable) within thirty (30) days after receiving written notice thereof; (ii) any failure by you to comply with the Company's material written policies or rules as they may be in effect from time to time; (iii) your willful failure to follow reasonable and lawful... instructions from the Board and your failure to cure such condition (if curable) within thirty (30) days after receiving written notice thereof; (iv) your conviction of (including a plea of guilty or nolo contendere) to, any crime that results in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (v) your commission of or participation in an act of fraud; (vi) your misconduct that results in material damage to the Company's business, property or reputation; or (vii) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of his relationship with the Company. For purposes of clarity, a termination without "Cause" does not include any termination that occurs as a result of your death or disability. View More

Cause. Means, unless defined otherwise in a Grantee's Award Agreement or employment, consulting or services agreement with the Company or an Affiliate (in which case such definition shall control), as determined by the Committee, the Grantee's (i) continued failure to substantially perform duties, or gross negligence or willful misconduct in connection with the performance of duties; (ii) conviction of, or plea of guilty or nolo contendere to, (x) a felony or (y) any other criminal offense involving... an act of dishonesty intended to result in substantial personal enrichment of the Grantee at the expense of the Company or an Affiliate; or (iv) material breach of any (x) Company policy or (y) employment, consulting or other services, confidentiality, intellectual property or non-competition agreement, if any, between the Grantee and the Company or an Affiliate. View More

Cause. The meaning specified in the Consulting Agreement dated as of August 17, 2021 between the Company and the Participant, as such agreement may be amended from time to time

Cause. Executive's (i) gross negligence or willful misconduct in the performance of Executive's duties to the Company; (ii) repeated unexplained or unjustified absence from the Company; (iii) commission of any act of fraud with respect to the Company; (iv) commission of a felony or a crime involving moral turpitude, in each case, as determined in good faith by the Board; or (v) breach of any material provision of any agreement between Executive and the Company that, to the extent capable of cure, has... remained uncured for a period of thirty (30) days following written notice from the Company. View More