Cause

Cause. (i) your failure to perform your assigned duties or responsibilities as an employee (other than a failure resulting from your Disability) after written notice thereof from the Company describing your failure to perform such duties or responsibilities; (ii) your engaging in any act of dishonesty, fraud or misrepresentation with respect to the Company; (iii) your violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iv) your breach of... any confidentiality agreement or invention assignment agreement between you and the Company (or any affiliate of the Company); or (v) your being convicted of, or entering a plea of nolo contendere to, any crime. View More

Cause. Will mean (i) an act of material dishonesty made by Executive in connection with Executive's carrying out his or her job responsibilities to the Company intended to result in substantial personal enrichment of the Executive; (ii) Executive's conviction of, or plea of nolo contendere to a felony which the Board reasonably believes had or will have a material detrimental effect on the Company's reputation or business; (iii) a willful act by the Executive which constitutes gross misconduct and... which is injurious to the Company or its affiliates; (iv) Executive's willful and material breach of this Agreement, including without limitation, his or her intentional failure to perform his or her stated duties, and his or her continued failure to cure such breach to the reasonable satisfaction of the Board within ten (10) days following written notice of such breach to Executive from the Company; and (v) Executive's material violation of a Company policy that results in a material detrimental effect on the Company's reputation or business. View More

Cause. (i) Participant's failure to perform his assigned duties responsibilities as an employee (other than a failure resulting from Participant's Disability) after written notice thereof from the Company describing Participant's failure to perform such duties or responsibilities; (ii) Participant engaging in any act of dishonesty, fraud or misrepresentation with respect to the Company; (iii) Participant's violation of any federal or state law or regulation applicable to the business of the Company or... its affiliates; (iv) Participant's breach of any confidentiality agreement or invention assignment agreement (including, but not limited to, the Confidential Information Agreement) between Participant and the Company (or any affiliate of the Company); or (v) Participant being convicted of, or entering a plea of nolo contendere to, any crime. View More

Cause. Means "Cause" as defined in the Participant's employment agreement (or employment offer letter, as applicable) with the Company, the Partnership or any Subsidiary as in effect as of the Grant Date if such agreement exists and contains a definition of Cause, or, if no such employment agreement (or employment offer letter, as applicable) exists or such employment agreement (or employment offer letter, as applicable) does not contain a definition of Cause, then "Cause" means (i) the Participant's... willful and continued failure to substantially perform his or her duties with the Company or its subsidiaries or affiliates (other than any such failure resulting from the Participant's incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Participant, which demand specifically identifies the manner in which the Company believes that the Participant has not substantially performed his or her duties; (ii) the Participant's willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company or its subsidiaries or affiliates; (iii) the Participant's conviction of, or entry by the Participant of a guilty or no contest plea to, the commission of a felony or a crime involving moral turpitude; (iv) a willful breach by the Participant of any fiduciary duty owed to the Company which results in economic or other injury to the Company or its subsidiaries or affiliates; (v) the Participant's willful and gross misconduct in the performance of his or her duties that results in economic or other injury to the Company or its subsidiaries or affiliates; or (vi) a material breach by the Participant of any of his or her obligations under any agreement with the Company or its subsidiaries or affiliates after written notice is delivered to the Participant which specifically identifies such breach. For purposes of this provision, no act or failure to act on the Participant's part will be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company. View More

Cause. (i) Executive's conviction of a felony or a crime involving fraud or moral turpitude; (ii) Executive's theft, material act of dishonesty or fraud, or intentional falsification of any employment or Company records; (iii) Executive's intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the Company after a Change in Control, including violation of a non-competition, confidentiality or other material agreement with the Company or such successor... or material violation of any Company policy or the Company's Code of Conduct; (iv) Executive's willful failure to follow lawful instructions of the Company; or (v) Executive's gross negligence or willful misconduct in the performance of Executive's assigned duties. View More

Cause. With respect to a Participant, except as otherwise provided in the Participant's employment agreement, (i) the Participant's plea of guilty or nolo contendere to, or conviction of, (A) a felony (or its equivalent in a non-United States jurisdiction) or (B) other conduct of a criminal nature that has or is likely to have a material adverse effect on the reputation or standing in the community of the Company, any of its Affiliates or a successor to the Company or an Affiliate, as determined by... the Committee in its sole discretion, or that legally prohibits the Participant from working for the Company, a successor to the Company or an Affiliate; (ii) a breach by the Participant of a regulatory rule that adversely affects the Participant's ability to perform the Participant's employment duties to the Company, any of its Subsidiaries or a successor to the Company or an Affiliate, in any material respect; or (iii) the Participant's failure, in any material respect, to (A) perform the Participant's employment duties, (B) comply with the applicable policies of the Company, or of its Affiliates, or a successor to the Company or an Affiliate, or (C) comply with covenants contained in any contract to which the Participant is a party; provided, however, that the Participant shall be provided a written notice describing in reasonable detail the facts which are considered to give rise to a breach described in this clause (iii) and the Participant shall have 30 days following receipt of such written notice (the "Cure Period") during which the Participant may remedy the condition and, if so remedied, no termination for Cause shall exist View More

Cause. Shall mean, unless otherwise provided in an Award Agreement or another agreement between the Participant and the Company or an Affiliate or a plan maintained by the Company or an Affiliate in which the Participant participates, a determination by the Committee that the Participant has breached his or her employment or service contract with the Company, or has been engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven... dishonesty in the course of his or her employment or service, or has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information, or has breached any written noncompetition or nonsolicitation agreement between the Participant and the Company or has engaged in such other behavior detrimental to the interests of the Company as the Committee determines in its sole discretion. Any determination of "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. Notwithstanding the foregoing, neither this provision nor the Plan is intended to, and neither shall be interpreted in a manner that limits or restricts a participant from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934). View More

Cause. For purposes of this Agreement, "Cause" shall mean Executive's (i) willful and continued failure to substantially perform Executive's duties to the Company or any of its affiliates after a written demand for substantial performance is delivered to Executive by the Board of Directors of the Company (the "Board"), which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed such duties; (ii) act or acts of dishonesty or gross... misconduct which result or are intended to result in material damage to the Company's business or reputation; (iii) alcohol or drug addiction; or (iv) conviction of, or plea of nolo contendere to, any felony or any charge involving moral turpitude. View More

Cause. The occurrence of any one or more of the following: (a) your conviction by, or entry of a plea of "guilty" or nolo contendere in, a court of competent jurisdiction for any crime which constitutes a felony in the jurisdiction involved, (b) your commission of an act of theft or fraud, whether prior or subsequent to the date hereof, upon the Company, (c) your gross negligence in the scope of your services to the Company, (d) your breach of a material provision of any written agreement between you... and the Company, (e) your continuing failure to perform assigned duties after receiving written notification of such failure from the Chief Executive Officer or (f) your 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 your cooperation View More

Cause. The term 'Cause' shall have the meaning set forth in the Employment Agreement.