Cause

Cause. Means (i) Recipient's theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company or of an Affiliate, Recipient's perpetration or attempted perpetration of fraud, or Recipient's participation in a fraud or attempted fraud, on the Company or an Affiliate or Recipient's unauthorized appropriation of, or Recipient's attempt to misappropriate, any tangible or intangible assets or property of the Company or an Affiliate; (ii) any act or acts by Recipient of... disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by Recipient injurious to the interest, property, operations, business or reputation of the Company or an Affiliate; (iii) Recipient's commission of a felony or any other crime the commission of which results in injury to the Company or an Affiliate; or (iv) any violation of any restriction on the disclosure or use of confidential information of the Company or an Affiliate, client, customer, prospect, or merger or acquisition target, or on competition with the Company or an Affiliate or any of its businesses as then conducted. View More

Cause. (A) Executive's breach of the restrictive covenants set forth in Section 2 hereof; (B) Failure by Executive to comply in any material respect with the terms of this Agreement or any written policies or directives of the Board as determined by the Board in good faith in its sole discretion, which failure has not been corrected by Executive after written notice from Employer of such failure specifying in reasonable detail how Executive has failed to comply. Except for a failure which, by its... nature, cannot reasonably be expected to be cured within ten (10) days, the Executive shall have ten (10) days from the delivery of written notice by the Employer within which to cure any acts constituting Cause. Notwithstanding the foregoing, a failure otherwise described in this subsection (B) shall not constitute "Cause" for purposes of the Change in Control Benefits set forth in Section 1 of this Agreement, unless such failure was undertaken willfully and in bad faith by Executive; (C) Executive is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement; or (D) Executive engages in a fraudulent act or dishonest act to the damage or prejudice of Employer or its affiliates, or engages in conduct or activities damaging to the property, business or reputation of Employer or its affiliates, all as determined by the Board in good faith in its sole discretion. View More

Cause. Has such meaning as in the Chief Executive Officer's employment agreement with the Company, dated November 21, 2018.

Cause. Unless otherwise defined in an Option Agreement or Restricted Stock Purchase Agreement, (i) any willful, material violation by Participant of any law or regulation applicable to the business of the Company (or any successor, subsidiary, parent or affiliate of the Company), (ii) Participant's conviction for, or guilty or nolo contendere plea to, any felony or any willful perpetration by Participant of a common law fraud, (iii) Participant's commission of an act of personal dishonesty which... involves personal profit in connection with the Company (or any successor, subsidiary, parent or affiliate of the Company) or any other entity having a material business relationship with the Company, (iv) a repeated pattern of unexcused absences that causes substantial failure by Participant to perform the material duties as a director, officer, employee or consultant of the Company, (v) any continued failure or refusal by Participant to perform the material, lawful, duties required of Participant in his capacity as a director, officer, employee or consultant of the Company (or any successor, subsidiary, parent or affiliate of the Company if Participant is then primarily employed by such entity) after written notice or (vi) a material breach of any applicable invention assignment and/or confidentiality agreement or similar agreement that materially damages the Company (or any successor, subsidiary, parent or affiliate of the Company). The determination as to whether a Participant has been Terminated for Cause shall be made in good faith by the Committee and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time and the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate. View More

Cause. The following, as applicable: (i) if the Participant is party to a written employment agreement with the Company, 'Cause' shall have the meaning specified therein, and (ii) if the Participant is not a party to any such agreement, or if 'Cause' is not defined in such agreement, 'Cause' shall mean (A) the commission by the Participant of, or the indictment of the Participant for (or pleading guilty or nolo contendere to), a felony or a crime involving moral turpitude, (B) the Participant's... repeated failure or refusal to faithfully and diligently perform the usual and customary duties of the Participant's employment or to act in accordance with any lawful direction or order of the Board, which failure or refusal is not cured within thirty (30) days after written notice thereof is given to the Participant, (C) the Participant's material breach of fiduciary duty, (D) the Participant's theft, fraud, or dishonesty with regard to the Company or any of its Affiliates or in connection with the Participant's duties, (E) the Participant's material violation of the Company's code of conduct or similar written policies, (F) the Participant's willful misconduct unrelated to the Company or any of its Affiliates having, or likely to have, a material negative impact on the Company or any of its Affiliates (economically or its reputation), (G) an act of gross negligence or willful misconduct by the Participant that relates to the affairs of the Company or any of its Affiliates, or (H) the material breach by the Participant of any provisions of this Agreement. View More

Cause. Shall mean Employee shall have committed: (i) an intentional act of fraud, embezzlement or theft in connection with your duties or in the course of Employee's employment with the Company; (ii) intentional wrongful damage to property of the Company; (iii) intentional wrongful disclosure of secret processes or confidential information of the Company; (iv) an act or omission resulting in conviction of a criminal offense (other than minor traffic offenses); (v) intentional wrongful engagement in... any competitive activity which would constitute a material breach of the duty of loyalty; or (vi) any such act shall have been materially harmful to the Company taken as a whole. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause under this Agreement unless and until there has been delivered to Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the Board of Directors (the "Board") of the Company then in office at a meeting of the Board called and held for such purpose (after reasonable notice to Employee and an opportunity for Employee, together with Employee's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, Employee had committed an act set forth above and specifying the particulars thereof in detail. Nothing in this Agreement shall limit Employee's right or the right of your beneficiaries to contest the validity or propriety of any such determination. View More

Cause. With respect to any Board Observer means (A) the conviction of such Board Observer of a crime constituting a felony under the laws of any state, district or other jurisdiction of the United States of America or its territories, or (B) a "bad actor" disqualifying event applicable to such Board Observer described in Rule 506(d) promulgated under the Securities Act

Cause. Means the occurrence of any of the following events: (i) the commission by you of a material act of willful misconduct, including, but not limited to, the willful violation of any material law, rule, regulation of a governmental entity or cease and desist order applicable to you or any Affiliated Group member (other than a law, rule or regulation relating to a minor traffic violation or a similar offense, as determined by the Committee, in its discretion), or an act which constitutes a breach... by you of a fiduciary duty owed to any Affiliated Group member; or (ii) the commission by you of an act of dishonesty relating to the performance of your duties, your habitual unexcused absences from work, your willful failure to perform your duties in any material respect (other than any such failure resulting from your incapacity due to your physical or mental illness or disability), or your gross negligence in the performance or non-performance of your duties resulting in material damage or injury to any Affiliated Group member, its reputation or goodwill; provided, however, that in the event of your willful failure to perform your duties in any material respect, you shall be provided with written notice of such failure and be provided with a reasonable opportunity after such notice, in no event more than 30 days, to cure such failure to perform your duties; or (iii) any conviction of you for, or plea by you of other than not guilty to, any misdemeanor involving dishonesty, fraud or breach of trust (other than for a minor traffic violation or a similar offense, as determined by the Committee in its discretion) or any felony, whether or not in the line of duty. View More

Cause. Means (i) conviction of any felony; (ii) conviction of any crime involving moral turpitude or dishonesty that causes, or is likely to cause, material harm to the Company; (iii) participation in a fraud or willful act of dishonesty against the Company that causes, or is likely to cause, material harm to the Company; (iv) intentional and material damage to the Company's property; or (v) material breach of the Company's Proprietary Information and Inventions Agreement.

Cause. Shall have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term (and if there are multiple such agreements, the most recent) and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (a) unauthorized use or disclosure of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company, (b) material breach... of any agreement with the Company, (c) material failure to comply with the Company's written policies or rules, (d) conviction of, or plea of 'guilty' or 'no contest' to, a felony under the laws of the United States or any State, (e) gross negligence or willful misconduct, (f) continuing failure to perform assigned duties after receiving written notification of the failure from the Company or its Board or (g) failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested such cooperation. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause shall be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. View More