Cause

Cause. Means, with respect to any Participant, the occurrence of any one or more of the following events: (a) the Participant has engaged in an act of dishonesty, theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information, or has breached a fiduciary duty, law, rule, regulation or policy or procedure of the Company (including but not limited to policies and procedures pertaining to... harassment and discrimination); (b) the Participant's commission of, or plea of guilty or nolo contendere to, any crime or offense (other than minor traffic violations or similar offenses), or any act by the Participant constituting a felony; (c) the Participant's gross or repeated neglect of, or repeated or willful failure to perform, his or her duties to the Company, or the Participant's history of substandard performance, if such substandard performance is not cured to the satisfaction of the Board, the Chief Executive Officer of the Company (the "CEO"), and/or the Participant's manager within ten (10) days following notice to the Participant; (d) the Participant has breached any of the provisions of any employment, confidentiality, restrictive covenant or other agreement between the Participant and the Company or an affiliate thereof; (e) actions by the Participant involving malfeasance or gross negligence in the performance of, the Participant's duties; (f) the Participant's failure or refusal to perform the Participant's duties to the Company on an exclusive and full-time basis if such failure to perform the Participant's duties is not cured to the satisfaction of the Board, the CEO, and/or the Participant's manager (as applicable) within ten (10) days following notice to the Participant; (g) the Participant's willful violation of any material rule, regulation, or policy of the Company or the Board (or such Participant's manager) applicable to similarly-situated employees of the Company generally, including, without limitation, rules, regulations, or policies addressing confidentiality, non-solicitation or non-competition, if such violation is not cured to the satisfaction of the Board, the CEO, and/or the Participant's manager (as applicable) within ten (10) days following notice to the Participant; (h) the Participant's use of alcohol or illicit drugs in a manner that has or would reasonably be expected to have a detrimental effect on the Participant's performance, the Participant's duties to Company, or the reputation of the Company or its affiliates; or (i) the Participant's performance of acts which are or could reasonably be expected to become materially detrimental to the image, reputation, finances or business of the Company or any of its affiliates, including but limited to the Participant's commission of unlawful harassment or discrimination. For purposes of the foregoing definition of Cause, no act or failure to act by a Participant shall be deemed willful or intentional if performed in good faith and with the reasonable belief that the action or inaction was in the best interests of the Company and its affiliates. View More

Cause. Termination by the Company of Executive's employment for 'Cause' shall mean termination (a) upon the willful and continued failure by Executive to substantially perform Executive's duties with the Company or its affiliates, as the case may be, (other than any such failure resulting from Executive's incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer, which demand specifically identifies the... manner in which the Chief Executive Officer believes that Executive has not substantially performed Executive's duties, and Executive is given a reasonable opportunity to remedy such identified failure to perform, or (b) the willful engaging by Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, as the case may be, monetarily or otherwise. For purposes of this subsection, no act, or failure to act, on Executive's part shall be deemed 'willful' unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company or its affiliates, as the case may be. View More

Cause. The occurrence of one or more of the following events: (i)your gross negligence with respect to the business and affairs of the Company; (ii)your willful disregard or neglect of your duties, including your violation of any material Company or Related Company policy applicable to you that continues for a period of 10 days following written notice thereof to you by the Company or a Related Company; (iii) your act, or omission to act, intended to cause harm or damage to the business, property,... operations, financial condition or reputation of the Company; (iv) your material breach of any of the provisions of any written agreement between you and the Company or a Related Company that is not cured, to the extent susceptible to cure, within 30 days after the Company or a Related Company has given written notice to you describing such breach; (v)your commission of any act of embezzlement, fraud, theft and/or financial dishonesty with respect to the Company or a Related Company, including without limitation misappropriation of funds, properties and/or assets; (vi)your breach of your fiduciary obligations, or disloyalty, to the Company or a Related Company; (vii)your material breach of the Proprietary Information and Inventions Agreement between you and the Company; or (viii)your conviction of, or plea of guilty or nolo contendere to, a felony or a crime involving theft, fraud, dishonesty, misrepresentation or sexual harassment. View More

Cause. Unless otherwise defined in a Participant's employment agreement or change in control severance agreement with the Company, in which case such definition will apply, (i) the material misappropriation of any of the Company's funds or property; (ii) the conviction of, or the entering of a guilty plea or plea of no contest with respect to, a felony, or the equivalent thereof; (iii) commission of an act of willful damage, willful misrepresentation, willful dishonesty, or other willful conduct that... can reasonably be expected to have a material adverse effect on the business, reputation, or financial situation of the Company; or (iv) gross negligence or willful misconduct in performance of a Participant's duties; provided, however, 'cause' shall not exist under clause (iv), above, with respect to an act or failure to act unless (A) the Participant has been provided written notice describing in sufficient detail the acts or failure to act giving rise to the Company's assertion of such gross negligence or misconduct, (B) been provided a reasonable period to remedy any such occurrence and (C) failed to sufficiently remedy the occurrence View More

Cause. Means, with respect to Executive, the occurrence of one or more of the following: (i) the conviction of, or entry of a plea of guilty or no contest to, a felony offense or crime of dishonesty against the Company; (ii) willful misconduct with respect to the Company that results in, or is reasonably likely to result in, material harm to the Company; (iii) willful and repeated failure to perform the lawful and reasonable instructions of the [Board] [Company's Chief Executive Officer] (other than... due to a Disability) in a manner consistent with Executive's position and duties, which failure is not cured (to the extent capable of being cured) within a reasonable time after receipt of written notice thereof from the [Board] [Company's Chief Executive Officer]; or (iv) a material breach of any material term of this Agreement or any other material agreement with, or of any material policy of, the Company, which breach is not cured (to the extent capable of being cured) within a reasonable time after receipt of written notice thereof from the Company. View More

Cause. Shall have the meaning ascribed to such term in the severance plan or policy of the Company or any of its Subsidiaries in which the Participant is eligible to participate immediately prior to the termination of the Participant's Employment (the "Policy")

Cause. The meaning set forth in the Grantee's employment or other agreement with the Company, any Subsidiary or any Affiliate

Cause. Means:(i) your repeated intentional failure to perform, or repeated gross negligence in the performance of, one or more of your essential duties and responsibilities to the Company and/or your failure to follow the lawful directives of the Board; (ii) your extended or repeated absence from the Company's offices and/or active participation in Company and/or leadership team meetings other than as a result of Company-related travel, Board-approved time off or as otherwise approved by the Company;... (iii) your deliberate and material violation of any Company policy; (iv) your conviction of a felony or your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (v) your unauthorized use or disclosure of any material proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; (vi) your willful breach of any of your material obligations under any written agreement or covenant with the Company; or (vii) your death or any disability that renders you, in the good faith determination of the Board, unable to perform the essential duties and responsibilities of your job. View More

Cause. Means, with respect to any specified Participant, such Participant's (i) conviction of a felony or any crime involving moral turpitude or dishonesty; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) unauthorized use or disclosure of the Company's confidential information or trade secrets;... or (v) gross misconduct. View More

Cause. Shall have the meaning set foroth in the Company's 2021 Incentive Award Plan, as ameded from time to time (the "Plan"). 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.