Cause

Cause. Any of the following: (a) Executive's conviction of a felony or any other crime involving moral turpitude (whether or not involving the Company and/or any of its subsidiaries); (b) any act or failure to act by Executive involving dishonesty, fraud, misrepresentation, theft or embezzlement of assets from the Company and/or any of its subsidiaries; or (c) Executive's (i) willful and repeated failure to substantially perform his duties under this Agreement (other than as a result of total or... partial incapacity due to physical or mental illness or injury) or (ii) willful and repeated failure to substantially comply with any policy of the Company applicable to Executive; provided, however, that a termination pursuant to this clause (c) will not become effective unless Executive fails to cure such failure to perform or comply within twenty (20) days after written notice thereof from the Company. View More

Cause. (i) a material breach by the Participant of any of the Participant's obligations under any written agreement with the Company or any of its Affiliates, (ii) a material violation by the Participant of any of the Company's policies, procedures, rules and regulations applicable to employees generally or to similarly situated employees, in each case, as they may be amended from time to time in the Company's sole discretion; (iii) the failure by the Participant to reasonably and substantially... perform his or her duties to the Company or its Affiliates (other than as a result of physical or mental illness or injury); (iv) the Participant's willful misconduct or gross negligence that has caused or is reasonably expected to result in material injury to the business, reputation or prospects of the Company or any of its Affiliates; (v) the Participant's fraud or misappropriation of funds; or (vi) the commission by the Participant of a felony or other serious crime involving moral turpitude; provided, that, in the case of the failures described in (i), (ii) and (iii) above, such failures shall only constitute "Cause" after a written notice of such failure is delivered to the Participant that specifically identifies the specific failure that could lead to the Participant's termination, and the Participant does not remedy such failure within fifteen (15) business days after receipt of such written notice, as prescribed within the notice. Notwithstanding the foregoing, if the Participant is a party to an employment agreement with the Company or any Affiliate at the time of his or her termination of employment and such employment agreement contains a different definition of "cause" (or any derivation thereof), the definition in such employment agreement will control for purposes of this Agreement. View More

Cause. For purposes of this Agreement, "Cause", as determined by the Board acting in good faith and based on information then known to it, means: (A) gross negligence or willful misconduct in the performance of duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or its subsidiaries; (B) a material failure to comply with the Company's written policies after having received from the Company notice... of, and a reasonable time to cure, such failure; (C) repeated unexplained or unjustified absence from the Company; (D) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company; or (E) unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of non-disclosure as a result of Executive's relationship with the Company, which use or disclosure causes or is likely to cause material harm to the Company. View More

Cause. A good faith finding by the Board that Executive has (i) failed, neglected, or refused to perform the lawful employment duties related to his or her position or as from time to time assigned to him (other than due to Disability); (ii) committed any willful, intentional, or grossly negligent act having the effect of materially injuring the interest, business, or reputation of the Company; (iii) violated or failed to comply in any material respect with the Company's published rules, regulations,... or policies, as in effect or amended from time to time; (iv) committed an act constituting a felony or misdemeanor involving moral turpitude, fraud, theft, or dishonesty; (v) misappropriated or embezzled any property of the Company (whether or not an act constituting a felony or misdemeanor); or (vi) breached any material provision of this Agreement or any other applicable confidentiality, non-compete, non-solicit, general release, covenant not-to-sue, or other agreement with the Company. View More

Cause. For all purposes under this Agreement, "Cause" means: (i) the Executive's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) the Executive's 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; (iii) unauthorized use or disclosure by the Executive of any proprietary information or... trade secrets of the Company or any other party to whom the Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) the Executive's willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether the Executive is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Executive. The foregoing definition does not in any way limit the Company's ability to terminate the Executive's employment at any time, with or without Cause or notice. View More

Cause. Unless otherwise defined in the Participant's Award Agreement, employment agreement, or other written agreement describing the Participant's terms of employment with the Company or any Subsidiary or Affiliate, (i) the commission of an act of fraud, dishonesty, misrepresentation or breach of trust by the Participant in the course of the Participant's employment with or the Participant's provision of services to the Company or any Subsidiary or Affiliate; (ii) the Participant's indictment or... entering of a plea of no contest for a crime constituting a felony or in respect of any act of fraud or dishonesty; (iii) the commission of an act by the Participant which would make the Participant or the Company (including any of its Subsidiaries or Affiliates) subject to being enjoined, suspended, barred or otherwise disciplined for violation of federal or state securities laws, rules or regulations, including a statutory disqualification; (iv) gross negligence or willful misconduct in connection with the Participant's performance of his or her duties in connection with the Participant's employment by or provision of services to the Company (including any Subsidiary or Affiliate for whom the Participant may be employed by or providing service to on a full-time basis at the time) or the Participant's failure to comply with any of the restrictive covenants set forth herein; (v) the commission of any act that would result or which might reasonably be a substantial factor resulting in the termination of the Company (including any of its Subsidiaries or Affiliates) for cause under any of the Company's (including any of its Subsidiaries' or Affiliates') management, advisory or similar agreements; (vi) the Participant's failure to comply with any material policies or procedures of the Company (including any Subsidiary or Affiliate for whom the Participant may be employed by or providing service to on a full-time basis at the time) as in effect from time to time provided that the Participant shall have been delivered a copy of such policies or notice that they have been posted on a Company (or Subsidiary or Affiliate, as the case may be) website prior to such compliance failure, and (vii) the Participant's failure to perform the material duties in connection with the Participant's position View More

Cause. With respect to the termination of a Participant's employment or services by the Company or any Subsidiary of the Company that employs such individual or to which the Participant performs services (or by the Company on behalf of any such Subsidiary), such Participant's (i) refusal or neglect to perform substantially his or her employment-related duties or services, (ii) personal dishonesty, incompetence, willful misconduct or breach of fiduciary duty, (iii) indictment for, conviction of or... entering a plea of guilty or nolo contendere to a crime constituting a felony or his or her willful violation of any applicable law (other than a traffic violation or other offense or violation outside of the course of employment or services to the Company or its Subsidiaries which in no way adversely affects the Company and its Subsidiaries or its reputation or the ability of the Participant to perform his or her employment-related duties or services or to represent the Company or any Subsidiary of the Company that employs such Participant or to which the Participant performs services), (iv) failure to reasonably cooperate, following a request to do so by the Company, in any internal or governmental investigation of the Company or any of its Subsidiaries or (v) material breach of any written covenant or agreement with the Company or any of its Subsidiaries not to disclose any information pertaining to the Company or such Subsidiary or not to compete or interfere with the Company or such Subsidiary; provided that, in the case of any Participant who, as of the date of determination, is party to an effective services, severance or employment agreement with the Company or any Subsidiary, "Cause" shall have the meaning, if any, specified in such agreement View More

Cause. (i) the commission of a felony or a crime involving moral turpitude or the commission of any other act or omission involving dishonesty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) conduct tending to bring the Company or any of its Subsidiaries into substantial public disgrace or disrepute, (iii) gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or (iv) any breach of a material Section of... this Agreement View More

Cause. The Participant's termination because of: (A) the Participant's engaging in any act of dishonesty or misrepresentation or willful commission of fraud; (B) the Participant's violation of any federal, state or foreign law or regulation applicable to the Company's business; (C) the Participant's violation of the Company's Code of Conduct, confidential information and/or inventions assignment agreement, or any similar obligations under contract or applicable law; (D) the Participant's conviction... of, or entering a plea of nolo contendere to, any felony; or (E) any other misconduct that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company, which conduct, if capable of cure or remedy, is not cured or remedied within two weeks after written notice from the Company describing such conduct View More

Cause. A vote of the Board of Directors of the Company or its successor entity as the case may be, resolving that the Optionee should be dismissed as a result of (i) the commission of any act by an Optionee constituting financial dishonesty against the Company (which act would be chargeable as a crime under applicable law); (ii) an Optionee's engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment which, as determined in good faith by... the Board, would: (A) materially adversely affect the business or the reputation of the Company with its current or prospective customers, suppliers, lenders and/or other third parties with whom it does or might do business; or (B) negligently expose the Company to a risk of civil or criminal legal damages, liabilities or penalties; (iii) the repeated failure by an Optionee to follow the directives of the Company's chief executive officer or Board or (iv) an Optionee's inadequate performance of his or her duties to the Company which inadequate performance is not cured within 30 days after the Company has given written notice to such Optionee specifying the inadequate performance in reasonable detail and demanding its cure View More