Cause

Cause. The meaning set forth in the Awardee's employment or similar agreement with the Employer or any severance or similar agreement or plan, or, if no such agreement or plan is in effect, means (i) the willful and continued failure by the Awardee (other than any such failure resulting from the Awardee's incapacity due to physical or mental illness) to perform substantially the duties and responsibilities of the Awardee's position with the Employer; (ii) the conviction of the Awardee by a court of... competent jurisdiction or a plea of nolo contendere for felony criminal conduct or a crime involving moral turpitude; or (iii) the willful engaging by the Awardee in fraud or dishonesty which is demonstrably and materially injurious to the Company or its reputation, monetarily or otherwise. No act, or failure to act, on the Awardee's part shall be deemed "willful" unless committed or omitted by the Awardee in bad faith and without reasonable belief that the Awardee's act or failure to act was in, or not opposed to, the best interest of the Company. It is also expressly understood that the Awardee's attention to matters not directly related to the business of the Employer shall not provide a basis for termination for Cause so long as the Board has approved the Awardee's engagement in such activities View More

Cause. (i) willful, deliberate and continued failure by Executive (other than for reason of mental or physical illness) to perform his duties as established by the Board, or fraud or dishonesty in connection with such duties, in either case, if such conduct has a materially detrimental effect on the business operations of the Company; (ii) a material breach by Executive of his fiduciary duties of loyalty or care to the Company; (iii) conviction of any crime (or upon entering a plea of guilty or nolo... contendere to a charge of any crime) constituting a felony; (iv) misappropriation of the Company's funds or property; or (v) willful, flagrant, deliberate and repeated infractions of material published policies and regulations of the Company of which Executive has actual knowledge. View More

Cause. The occurrence of any of the following: (i) Executive's commission of any felony or other crime, in each case involving moral turpitude; (ii) Executive's commission of any other act or omission involving fraud or intentional deceit with respect to the Company or any of its affiliates or any of their directors, stockholders, partners or members; (iii) any act or omission by Executive involving dishonesty that causes material injury to the Company or any of its affiliates or any of their... directors, stockholders, partners or members; (iv) willful misconduct by Executive with respect to the Company or any of its subsidiaries; (v) any breach of a fiduciary duty owed by Executive to the Company or its stockholders or Executive's contractual breach of this Agreement or any other agreement referred to herein (including the Confidential Informaiton Agreement), provided that if such breach is reasonably curable, failure to cure such breach within ten (10) business days following the delivery written notice from the Company describing such breach; or (vi) Executive's continued failure to perform assigned duties after receiving written notification of the failure from the Company and a period of at least ten (10) business days following the delivery written notice to cure such failure. 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. View More

Cause. The definition of such term contained in Participant's employment agreement with the Company (and any of its Parent or Subsidiaries) or, if none, a termination of Participant's employment with the Company (and any of its Parent or Subsidiaries) because of (a) Participant's unauthorized misuse of any the trade secrets or proprietary information of the Company (or any of its Parent or Subsidiaries), (b) Participant's conviction of or plea of nolo contendere to a felony or a crime involving moral... turpitude (or equivalent under Applicable Laws), (c) Participant's committing an act of fraud against the Company (or any of its Parent or Subsidiaries) or (d) Participant's gross negligence or willful misconduct in the performance of his or her duties that has had or will have a material adverse effect on the reputation or business of the Company (or any of its Parent or Subsidiaries) View More

Cause. (i) With respect to any particular Service Provider, who is not a Director: a. if such Service Provider is a party to an employment or service agreement with the Company, or its affiliates, and such agreement provides for a definition of Cause, the definition contained therein; or b. if not such agreement exists, or if such agreement does not define Cause: (1) a Service Provider's repeated failure to perform substantially his or her duties as an employee or other associate of the Company or any... of the Subsidiaries (other than any such failure resulting from his or her Disability) which failure, whether committed willfully or negligently, has continued unremedied for more than thirty (30) days after the Company has provided written notice thereof; provided, that, a failure to meet financial performance expectations shall not, by itself, constitute a failure by the Service Provider to substantially perform his or her duties; (2) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (3) a Service Provider's material dishonesty or breach of fiduciary duty of loyalty against the Company or any Affiliate; (4) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (4) gross negligence or willful misconduct with respect to the Company or an Affiliate; (5) material violation of state or federal securities laws; or (6) material violation of the Company's written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct. (ii) With respect to any Service Provider who is a Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: a. malfeasance in office; b. discrimination, harassment and other behaviors that would reasonably likely bring the company negative publicity or embarrassment; c. gross misconduct or neglect; d. false or fraudulent misrepresentation inducing the director's appointment; e. willful conversion of corporate funds; or f. repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance View More

Cause. As a reason for a termination of a Participant's employment shall have the meaning assigned such term, if any, in the employment agreement, if any, between the Participant and the Company or a Subsidiary, or if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination. If the Participant is not a party to an employment agreement with the Company or a Subsidiary in which such term is defined or if during the... applicable severance protection period, the Participant is not a participant in any severance plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award Agreement, then the term "Cause" shall mean: (a) (i) the Participant's material breach of, or habitual neglect or failure to perform the material aspects of his or her duties; (ii) the Participant's material failure to follow the reasonable directives or policies established by or at the direction of the board; or (iii) the Participant's engaging in conduct that is materially detrimental to the interests of the Company such that the Company sustains a material loss or injury as a result thereof, provided that the breach or failure of performance by the Participant under subparagraphs (i) through (iii) hereof is not cured, to the extent cure is possible, within ten (10) days of the delivery to the Participant of written notice thereof; (b) the willful breach by the Participant of any provision of any confidentiality, invention and non-disclosure, non-competition or similar agreement between the Participant and the Company; or (c) the conviction of the Participant of, or the entry of a pleading of guilty or nolo contendere by the Participant to, any crime involving moral turpitude or any felony View More

Cause. The same meaning as the term Cause that is applicable to a Participant under the Amended and Restated LSC Separation Pay Plan

Cause. (a) the continued failure of the Participant to perform his or her duties with the Company or any of its Subsidiaries (other than any such failure resulting from any medically determined physical or mental impairment), that is not cured by the Participant within 20 calendar days after a written demand for performance is delivered to the Participant by the Company that specifically identifies the manner in which the Company believes that the Participant has not performed his or her duties; (b)... the engaging by the Participant in misconduct that is detrimental to the financial condition or business reputation of the Company or any of its Subsidiaries, including due to any adverse publicity; (c) the Participant's commission of, or indictment for or otherwise being formally charged with any crime involving dishonesty or for any felony; (d) the Participant's unauthorized disclosure of the Company's confidential information; or (e) the Participant's breach of a material provision of the Company's written conduct policies, including but not limited to the Company's Employment Handbook and Code of Conduct. Notwithstanding the foregoing, during a Change in Control Protection Period, "Cause" shall mean (x) commission by the Participant of a felony or an act or series of acts that results in material injury to the business or reputation of the Company or any Subsidiary; (y) the willful failure of the Participant to perform his or her duties of employment, if such failure has not been cured in all material respects within 20 business days after the Company gives notice thereof; or (z) the Participant's breach of any material term, provision or condition of employment, which breach has not been cured in all material respects within 20 business days after the Company gives notice thereof View More

Cause. Be determined by a committee designated by the Board of Directors of the Company (the "Compensation Committee"), in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any of the following: (i) a demonstrably willful and deliberate act or failure to act by the Eligible Employee (other than as a result of incapacity due to physical or mental illness) which is committed in bad faith, without reasonable belief that such action or inaction is in the best interests... of the Company, which causes actual material financial injury to the Company and which act or inaction is not remedied within fifteen (15) business days of written notice from the Company; or (ii) the Eligible Employee's conviction by a court of competent jurisdiction of, or plea of "guilty" or "no contest" to, an act of fraud, embezzlement, theft, or any other act constituting a felony involving moral turpitude or causing material harm, financial or otherwise, to the Company; or (iii) the Eligible Employee's material breach of a written agreement with the Company or the Eligible Employee's material failure to comply with any Company policy, rule or guideline pertaining to workplace conduct, discrimination or harassment View More

Cause. Be determined by the Board in the exercise of good faith and reasonable judgment and shall mean (i) failure of the Employee to perform his duties or responsibilities or to follow the lawful and reasonable direction of the Board or the Company's senior management, as the case may be; (ii) the Employee's material violation of the written policies or procedures of the Company or its affiliates; (iii) the Employee's engaging in fraud, willful misconduct, dishonesty or any other knowing or willful... conduct that has caused or is reasonably expected to result in material injury or reputational harm to the Company or any of its affiliates; (iv) any breach by the Employee of any fiduciary duty owed to the Company any of its affiliates; (v) the Employee's commission of, or entering a plea of guilty or nolo contendere to, (A) a crime that constitutes a felony in the jurisdiction involved or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (vi) any material breach by the Employee of any of his obligations under this Agreement or under any other written agreement or covenant with the Company or any of its affiliates; (vii) the Employee's misappropriation, theft or embezzlement of funds or property; (viii) the Employee's insubordination or gross negligence in connection with his employment or the performance of his duties; (ix) the Employee's knowing or intentional failure or unwillingness to cooperate with any internal investigation or investigation by regulatory or law enforcement authorities, or knowing or intentional destruction or failure to preserve documents or other materials relevant to such investigation, or the knowing or intentional inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; or (x) the Employee's violation of federal or state banking laws or suspension or removal by any federal or state banking regulator. Except in the event of a failure, violation or breach that, by its nature, cannot reasonably be expected to be cured, if a termination for Cause is based on items (i), (ii) or (vi) above, the Board shall not make any such determination without first providing the Employee with a written notice of the reason(s) that the Board believes Cause exists and giving the Employee a reasonable period within which to cure or to take substantial steps to cure or remediate the results or actions underlying or constituting Cause. View More