Cause

Cause. Shall have the same meaning as in the Offer Letter.

Cause. (i) any act of material misconduct or material dishonesty by Executive in the performance of his duties; (ii) any willful failure, gross neglect or refusal by Executive to attempt in good faith to perform his duties to the Company or to follow the lawful instructions of the Board (except as a result of physical or mental incapacity or illness) which is not promptly cured after written notice; (iii) Executive's commission of any fraud or embezzlement against the Company (whether or not a... misdemeanor); (iv) any material breach of any written agreement with the Company, which breach has not been cured by Executive (if curable) within thirty (30) days after written notice thereof to Executive by the Company; (v) Executive's being convicted of (or pleading guilty or nolo contendere to) any felony or misdemeanor involving theft, embezzlement, dishonesty or moral turpitude; and/or (vi) Executive's failure to materially comply with the material policies of the Company in effect from time to time relating to conflicts of interest, ethics, codes of conduct, insider trading, or discrimination and harassment, or other breach of Executive's fiduciary duties to the Company, which failure or breach is or could reasonably be expected to be materially injurious to the business or reputation of the Company. View More

Cause. Any one of the following events as determined by the Company in its reasonable discretion: (i) the commission by the Associate of any deliberate and premeditated act involving moral turpitude detrimental to the economic interests of the Company; (ii) the conviction of the Associate of a felony; (iii) the willful failure or refusal of the Associate to perform her duties hereunder (which failure or refusal persists after written notice from the Company to the Associate complaining of such failure... or refusal) or the Associate's gross negligence of a material nature in connection with the performance of such duties; or (iv) the Associate's violation of any Company policy or code of conduct which is not cured within thirty (30) days subsequent to written notice of such violation from the Company to the Associate View More

Cause. Unless the applicable Stock Award Agreement states otherwise: (a) the Company or an Affiliate having "cause" to terminate a Participant's employment or service, as defined in any employment or consulting agreement or similar services agreement between the Participant and the Company or an Affiliate in effect at the time of such termination, or (b) in the absence of any such employment, consulting or similar services agreement (or the absence of any definition of "Cause" contained therein),... "Cause" shall mean, as determined by the Administrator, the Participant's (i) act(s) of fraud or dishonesty, (ii) knowing and material failure to comply with applicable laws or regulations or satisfactorily perform Participant's services, (iii) insubordination, or (iv) drug or alcohol abuse. View More

Cause. Means, with respect to any Participant, unless otherwise defined in an Award Agreement, for any Participant that has an employment agreement or offer letter or similar agreement with the Company that contains a definition of Cause (or term or similar meaning), the definition of Cause in such employment agreement or offer letter or similar agreement, and for any other Participant, any of the following: (i) the Participant's engaging in fraudulent, illegal or dishonest conduct in respect of the... Company or its Affiliates; (ii) the Participant's conviction of, plea of guilty or no contest to a felony or crime involving moral turpitude; (iii) the Participant's engaging in public conduct that is, or could reasonably be determined to be, detrimental to the Company's reputation; (iv) the Participant's willful misconduct or negligence in the performance of his or her duties that reasonably could be expected to be injurious to the Company's business, operations or reputation; (v) the Participant's violation of any material policy or rule of the Company; or (vi) the Participant's failure to perform his or her duties after notice of such failure by the Company. View More

Cause. The meaning ascribed to such term or words of similar import in the Optionee's written employment or service contract with the Company as in effect from time to time and, in the absence of such agreement or definition, means the Optionee's (i) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company or any of the Company's affiliates, customers, vendors or other business partners; (iii)... personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iv) willful misconduct in connection with the Optionee's duties or willful or repeated failure to perform the Optionee's responsibilities in the best interests of the Company; (v) illegal use or distribution of drugs; (vi) violation of any Company rule, regulation, procedure or policy; or (vii) breach of any provision of any employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Optionee for the benefit of the Company, all as determined by the Committee, which determination will be conclusive View More

Cause. Means, with respect to termination of a Participant's employment, or termination of a Participant's service as a Non-Employee Director, or termination of a Participant's consulting relationship with the Company or a Subsidiary, the occurrence of any one or more of the following: (a) in the case of a (A) Non-Employee Director, (B) a non-employee consultant, or (C) an employee where there is no employment, change in control or similar agreement in effect between the Participant and the Company or... a Subsidiary at the time of the grant of the Restricted Stock Unit award, or where there is such an agreement but the agreement does not define 'cause' (or similar words), the finding by the Board or the Committee, in the exercise of good faith and reasonable judgment, that: (1) except in the case of a Non-Employee Director, Participant breached his or her employment or service contract or any other agreement (whether verbal or written) with the Company or a Subsidiary, (2) Participant has been engaged in disloyalty to the Company or a Subsidiary, including, without limitation, fraud, embezzlement, theft, or proven dishonesty in the course of his or her employment or service with the Company or a Subsidiary; (3) Participant has been convicted of a felony; (4) Participant has committed gross negligence or willful misconduct in the course of his or her employment or service with the Company or a Subsidiary, or (5) Participant has disclosed trade secrets or confidential information of the Company, a Subsidiary or a third party to persons not entitled to receive such information. (b) in the case of an employee where there is a written employment, change in control or similar agreement in effect between the Participant and the Company or a Subsidiary at the time of the grant of the Restricted Stock Unit award that defines 'cause' (or similar words), the termination of an employment arrangement that is or would be deemed to be for 'cause' (or similar words) as defined in such agreement. View More

Cause. The occurrence of any one or more of the following events: (i) a conviction or a plea of nolo contendere by the Covered Executive of any felony or any other crime involving moral turpitude; (ii) the Covered Executive's commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company that results (or could reasonably be expected to result) in material harm or injury to the business or reputation of the Company; (iii) a material... violation of any contract or agreement between the Covered Executive and the Company or any Company policy, or of any statutory duty the Covered Executive owes to the Company, including without limitation, material breach of the Covered Executive's proprietary information and inventions agreement or independent contractor services agreement with the Company; or (iv) conduct that constitutes gross insubordination, incompetence or habitual neglect of duties by the Covered Executive and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company; provided, however, that the action or conduct described in clause (iv) above will constitute "Cause" only if such action or conduct continues after the Board has provided written notice thereof and thirty (30) days opportunity to cure the same, except that the Company is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure. The determination that a termination of the Covered Executive has been terminated either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that the termination of a Covered Executive was terminated by reason of dismissal without Cause shall have no effect upon any determination of the rights or obligations of the Company or such Covered Executive for any other purpose View More

Cause. In the case of any Participant who is party to an employment agreement, change of control, severance-benefit or similar agreement that contains a definition of 'Cause,' the definition set forth in such agreement applies. In every other case, 'Cause' means, as determined in the sole discretion of the Administrator for Officers and in the sole discretion of the Company for other Participants, termination of a Participant's employment or other service because of: (i) the Participant's commission... of, or guilty plea or plea of no contest to, a felony (or a crime of similar magnitude under applicable laws outside the United States) or any crime that involves moral turpitude; (ii) conduct by the Participant that constitutes fraud or embezzlement or any acts of intentional dishonesty in relation to his or her duties to the Company; (iii) the Participant having engaged in gross negligence or intentional misconduct which causes, or in the reasonable judgment of the Company, is reasonably likely to cause, either reputational or economic harm to the Company or its affiliates; or (iv) the Participant's material breach of his or her obligations under any employment or similar agreement or any written Company policy, including any code of conduct, which is not cured, if curable, within ten (10) days after the Administrator, with respect to Officers, or the Company, with respect to other Participants, notifies the Participant of such breach (which notice specifies in reasonable detail the grounds constituting Cause) View More

Cause. For purposes of this Plan, "Cause" means the occurrence of any of the following: (i) a material breach by the Executive of his or her employment agreement or similar agreement with the Company; (ii) a material violation by the Executive of a federal or state law or regulation applicable to the business of the Company that has a material adverse effect on the Company; 4 (iii) the Executive's misappropriation or embezzlement of Company funds or property or an act of fraud upon... the Company made by the Executive; (iv) the Executive's conviction of, or plea of guilty or nolo contendere to, a crime constituting a felony, or crime constituting a misdemeanor involving theft, embezzlement, dishonesty, or moral turpitude; (v) the willful failure by the Executive to perform his or her material duties for the Company; (vi) repeated and continuous failure to perform the Executive's duties to the satisfaction of the Board in its good faith determination; (vii) the Executive's breach of the Executive's fiduciary duties to the Company; (viii) a willful violation of a written Company policy, the violation of which is stated in such policy to be grounds for termination, or lawful directive of the Board; (ix) conduct which violates applicable law or the policies of the Company with respect to non-discrimination, workplace harassment or similar protections of workers in the workplace; (x) an act by the Executive which constitutes gross misconduct and which is materially and demonstrably injurious to the Company; or (xi) the Executive's commission of any act, occurring or coming to light during Executive's employment with the Company, that brings the Executive into public contempt or ridicule or that the CEO and the Board reasonably judge to be likely to injure the operations or reputation of the Company or the Company's employees or reputation, with the Executive accorded an opportunity to respond in writing or in person, at the Executive's option, to the CEO and the Board prior to the termination of the Agreement; provided that, if the Executive subject to this Section 5(b)(xi) is the CEO, the CEO's judgement shall not be taken into account when evaluating such act, occurring or coming to light. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interests. Notwithstanding the foregoing, Cause shall not exist with respect to Section 5(b)(iv), Section 5(b)(v), Section 5(b)(vi) or Section 5(b)(vii) until and unless the Executive fails to cure such breach, neglect or misconduct (if such breach, neglect or misconduct is capable of cure) within ten (10) days after written notice from the Board. If the Executive's employment ends for any reason other than discharge by the Company for Cause, but at a time when the Company had Cause to terminate the Executive's employment (or would have had Cause if it knew all of the relevant facts), the Executive's termination shall be treated as a discharge by the Company for Cause. View More