Cause

Cause. With respect to any director or Board Observer means (a) the conviction of such director or 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 director or Board Observer described in Rule 506(d) promulgated under the Securities Act of 1933, as amended

Cause. Has the meaning set forth in the CIC Agreement.

Cause. Shall have the meaning ascribed any employment, consulting or similar agreement with the Company or Subsidiary to which the Participant is a party or, if there is no such agreement or if such agreement does not define Cause, then Cause shall mean (a) the Participant's plea of guilty or nolo contendere to, or conviction for, the commission of a felony or a crime of moral turpitude; (b) the Participant's willful fraud, misappropriation, embezzlement, or material breach of a fiduciary duty owed to... the Company or a Subsidiary; (c) the Participant's violation of a written policy of the Company or a Subsidiary, which violation causes material harm to the Company's or Subsidiary's business interests, reputation or goodwill; (d) the Participant's willful misconduct or gross or willful neglect in the performance of his or her duties on behalf of the Company or Subsidiary (other than as a result of the Employee's incapacity due to physical or mental illness or injury); (e) the Employee's material breach of any written agreement between the Employee and the Company or any Subsidiary; (f) the Employee's breach of any nondisclosure, non-solicitation or noncompetition obligation owed to the Company or any Subsidiary; (g) the Employee's refusal or willful failure to substantially perform his or her duties on behalf of the Company and its Subsidiaries; or (h) any other action by the Employee that materially harms the business interests, reputation, or goodwill of the Company or any Subsidiary. The determination by the Committee as to whether Cause exists shall be final, conclusive and binding on the Participant. View More

Cause. (i) in the case where there is no employment agreement, consulting agreement, change in control agreement or plan, or similar agreement or plan in effect between you and the Company (or otherwise applicable to you) on the Grant Date (or where there is such an agreement or plan but it does not define 'cause' (or words of like import) or such agreement or plan would not apply) (A) the willful and continued failure by you substantially to perform your duties and obligations to the Company (other... than any such failure resulting from your incapacity due to physical or mental illness), including without limitation, repeated refusal to follow the reasonable directions of the Company, violation of the Company's Code of Business Conduct and Ethics, knowing violation of law in the course of performance of your duties of employment, repeated absences from work without a reasonable excuse, or intoxication with alcohol or illegal drugs while on the Company's premises during regular business hours; (B) fraud or material dishonesty against the Company; or (C) a conviction or plea of guilty or nolo contendere to a felony or a crime involving material dishonesty; or (ii) in the case where there is an employment agreement, consulting agreement, change in control agreement or plan, or similar agreement or plan in effect between you and the Company (or otherwise applicable to you) on the Grant Date that defines 'cause' (or words of like import) and such agreement or plan applies, as defined under such agreement or plan. For purposes of this paragraph, no act, or failure to act, on your part shall be considered 'willful' unless done, or omitted to be done, by you in bad faith and without reasonable belief that the action or omission was in the best interest of the Company. View More

Cause. Will mean (i) any act of dishonesty or fraud taken by Executive in connection with his responsibilities as an employee other than immaterial, inadvertent acts that, if capable of cure, are promptly remedied by Executive following notice by the Company, (ii) Executive's breach of the fiduciary duty or duty of loyalty owed to the Company, or material breach of the duty to protect the Company's confidential and proprietary information, (iii) Executive's conviction or plea of nolo contendere to a... felony or to a crime involving fraud, embezzlement, misappropriation of funds or any other act of moral turpitude, (iv) Executive's gross negligence or willful misconduct in the performance of his duties, (v) Executive's material breach of this Agreement or any other agreement with the Company or any material written policy of the Company; (vi) Executive's engagement in conduct or activities that result, or are reasonably likely to result, in negative publicity or public disrespect, contempt or ridicule of the Company that the Board reasonably believes will have a demonstrably injurious effect on the reputation or business of the Company or Executive's ability to perform his duties (but excluding conduct and activities undertaken in good faith by Executive in the ordinary course of performing his duties or promoting the Company); (vii) Executive's willful failure to abide by the lawful and reasonable directives of the Company (other than any failure to achieve a lawful and reasonable directive following the expenditure by Executive of commercially reasonable best efforts); (viii) Executive's willful failure to materially perform the primary duties of Executive's position. View More

Cause. (i) the continued failure by the Covered Executive to substantially perform the Covered Executive's duties with the Employer after written notification by the Employer of such failure, including a reasonable explanation of such failure; (ii) conduct by the Covered Executive which would reasonably be expected to result in material injury or reputation harm to the Employer; (iii) conduct by the Covered Executive constituting a material act of misconduct in the performance of his or her duties;... (iv) the material violation by the Covered Executive of the Company's Code of Business Conduct and Ethics, as in effect from time to time; or (v) the commission by the Covered Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud. View More

Cause. For termination by the Company of the Executive's employment shall mean any of the following: (A) the good faith determination by the Committee that the Executive has ceased to perform his or her duties to the Company (other than as a result of his or her incapacity due to physical or mental illness or injury), which failure amounts to an intentional and extended neglect of his or her duties, provided that no such failure shall constitute Cause unless the Executive has been given notice of such... failure and (if cure is reasonably possible) has not cured such act or omission within thirty (30) days following receipt of such notice, (B) the Executive having been convicted of, or plead guilty or no contest to, a felony or any crime involving as a material element fraud or dishonesty, (C) the consistent failure of the Executive to follow the lawful instructions of the Board or his or her direct superiors, which failure amounts to an intentional and extended neglect of his or her duties to the Company thereof (which is not cured within 30 days after notice thereof is provided to Executive). View More

Cause. With respect to any Participant, unless otherwise provided in the applicable Award Agreement, (i) the Participant's conviction or misappropriation of money or other property or conviction of a felony, or a guilty plea or plea of nolo contendere by Participant with respect to a felony, (ii) conduct by the Participant that is in competition with the Company, conduct by a Participant that breaches the Participant's duty of loyalty to the Company or a Participant's willful misconduct, any of which... materially injures the Company, (iii) a willful and material breach by the Participant of his or her obligations under any agreement entered into between the Participant and the Company that materially injures the Company, or (iv) the Participant's failure to substantially perform his or her duties with the Company (other than by reason of the Participant's Disability). For Participants subject to Section 16 of the Exchange Act, the determination of whether any conduct, action or failure to act constitutes "Cause" shall be made by the Committee in its sole discretion. View More

Cause. Shall have the meaning provided in the Employment Agreement

Cause. Such meaning as in the Key Employee's employment agreement with the Company