Cause

Cause. The occurrence of one or more of the following events: (i) events with respect to a Plan participant: (a) conviction of a felony felony, or any crime or offense lesser than a felony involving the property of the Company or a Subsidiary Subsidiary, or commission of an act involving fraud or dishonesty; dishonesty or, in the case of any of the foregoing, a plea of nolo contendere with respect thereto; (ii) (b) conduct that has caused demonstrable and serious injury to the Company or a Subsidiary,... reputational, monetary or otherwise; (iii) (c) willful refusal to perform or substantial disregard of duties properly assigned, as determined by the Company; (iv) (d) willful misrepresentation or material non-disclosure to the Board; (v) (e) engaging willfully in misconduct in connection with the performance of any of one's duties, including, without limitation, the misappropriation of funds or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company or its Subsidiaries or affiliates; (vi) (f) willful breach of duty of loyalty to the Company or, if applicable, or a Subsidiary or any other active act of disloyalty to the Company or, if applicable, or any Subsidiary, including, without limitation, willfully aiding a competitor or, without duplication of clause (vii), (g) below, improperly disclosing confidential information; (vii) (g) willful breach of any confidentiality or non-disclosure agreement with the Company or any Subsidiary; or (viii) (h) material violation of any code or standard of behavior generally applicable to employees (or executive employees, in the case of an executive of the Company or any Subsidiary) of the Company or any Subsidiary View More

Cause. The Company's termination of the Executive's employment with the Company as a result of: (i) Executive's willful failure to perform any material portion of his duties; [her] duties, which has not been cured (if curable) by Executive within thirty (30) days of Executive's receipt of written notice from the Company specifying in reasonable detail the circumstances giving rise to such failure, which notice must be delivered to Executive within thirty (30) days following the occurrence of such... failure; (ii) the commission of any fraud, misappropriation or misconduct by Executive that causes demonstrable injury, monetarily or otherwise, to the Company or an affiliate; Company; (iii) the conviction of, or pleading guilty or no contest to, a felony involving moral turpitude; (iv) an act resulting or intended to result, directly or indirectly, in material gain or personal enrichment to the Executive at the expense of the Company or an affiliate; (v) any material breach of Executive's fiduciary duties to the Company or an affiliate as an employee or officer; (vi) (v) a material violation of the Town Sports International Code of Ethics and Business Conduct, as amended from time to time, and such material policies and procedures of the Company; (vii) or (vi) any material breach of the terms of any agreement between Executive and the Company or any affiliate, Company, including any of the restrictive covenants imposed pursuant to the Holdings' stock option and similar incentive plans and the related stock option agreement issued thereunder, if such breach is reasonably likely to result in a material injury to the Company or an affiliate. Company. View More

Cause. Termination by the Company of the Executive's employment for 'Cause' will mean: (i) Executive's willful and continued failure to substantially perform the duties of Executive's position, other than failure resulting from Executive's complete or partial incapacity due to physical or mental illness or impairment; (ii) Executive's willful and continued failure to substantially perform the specific and lawful directives of the Board, as reasonably determined by the Board, other than failure... resulting from Executive's complete or partial incapacity due to physical or mental illness or impairment; (iii) Executive's willful commission of an act of fraud or dishonesty resulting in, or that is likely to result in, material economic or financial injury to the Company; or (iv) Executive's willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the Company; For purposes of this Section 7(a), no act, or failure to act, on Executive's part shall be deemed 'willful' unless done, or omitted to be done, by Executive not in good faith. In the event of any alleged breach pursuant to (i) or (ii) of this Section 7(a), the Company will first give Executive written notice which specifically identifies the manner in which the Board believes that the Executive's conduct constitutes the alleged performance breach to enable Executive to correct the deficiency within a reasonable time period, which will not be less than thirty (30) days, before the Company can proceed with a termination for Cause under either (i) or (ii) of this Section 7(a). In the event of any alleged conduct described in (iii) or (iv) of this Section 7(a), the Company will deliver to Executive written notice which sets forth the Board's finding that Executive engaged in such conduct and specifying the particulars thereof. In the event of a Change of Control pursuant to which the Company is not the surviving entity, then on and after such Change of Control, all determinations and actions required to be taken by the Board under this Section 7(a) shall be made or taken by the board of directors of the surviving entity, or if the surviving entity is a subsidiary, then by the board of directors of the ultimate parent corporation of the surviving entity. View More

Cause. A Unless otherwise expressly defined in an employment or other agreement between the Company and Employee, a willful failure to perform Employee's duties, insubordination, theft, dishonesty (as such terms are defined by the Company in good faith), conviction of a felony or any other willful conduct that is materially detrimental to the Company or such other cause as the Company in good faith reasonably determines provides cause for the discharge of Employee.

Cause. (a) the Executive engages in gross misconduct or gross negligence in the performance of the Executive's duties for the Company or any of its subsidiaries, (b) the Executive embezzles or misappropriates for his personal use, assets of the Company or any of its subsidiaries, (c) the Executive is convicted (including a plea of guilty or nolo contendere) of a felony involving moral turpitude, (d) the Executive's breach of any restrictive covenant set forth in Section 8 of this Agreement, or (e) the... Executive's willful and material failure to follow the lawful and reasonable instructions of the Board, which, in each such case (except with regard to (c), is not cured within 30 days a reasonable period of time after receipt of notice and no such cure period will be available for a second violation) notice) View More

Cause. Any one (1) or more of the following: (i) Employee's conviction of, or plea of guilty or nolo contendere to, any felony or a crime involving embezzlement, conversion of property or moral turpitude; (ii) A finding by a majority of the Board of Directors of Employee's fraud, embezzlement or conversion of the Company's property; (iii) property or Employee's conviction of, material and intentional unauthorized use, misappropriation, distribution or plea diversion of guilty tangible or nolo... contendere to, a crime involving the acquisition, use intangible asset or expenditure of federal, state or local government funds relating to the business and affairs corporate opportunity of the Company; (iv) A final, nonappealable administrative or judicial determination that Employee committed fraud or any other violation of law involving federal, state or local government funds relating to the business and affairs of the Company; (v) (iii) A finding by a majority of the Board of Directors of Employee's knowing breach of any of Employee's fiduciary duties to any company in the Company Group or the Company's stockholders or making of an intentional misrepresentation or omission which breach, misrepresentation or omission would reasonably be expected to have a material adverse effect on the business relationship, the business, properties, assets, operations, condition (financial or other) or prospects of any company in the Company Group; (vi) (iv) Employee's alcohol or substance abuse, which materially interferes with Employee's ability to discharge the duties, responsibilities and obligations prescribed by this Agreement as determined by a majority of the Board of Directors; (vii) (v) Employee's material and knowing failure to observe or comply with law applicable to the business of the Company as an officer or employee of the Company which would reasonably be expected to have a material adverse effect on the business relationship, the business, properties, assets, operations, condition (financial or other), or prospects of any company in the Company Group as determined by a majority of the Board of Directors; (viii) (vi) Employee's gross insubordination, negligence, recklessness or willful gross misconduct relating to the business or affairs of the Company that results in significant material harm to the Company or its operation, properties, reputation, goodwill or business relationships as determined by a majority of the Board of Directors, provided that (i) (x) any finding or determination made by the Board of Directors concerning the existence of Cause must be made in good faith and not for purposes of evading the Company's obligations hereunder; and (ii) (y) a finding or determination of Cause by the Board of Directors may not be made unless, prior to determining that Cause exists, the Employee shall be given written notice stating in reasonable detail the facts and circumstances deemed by the Company to constitute Cause, and thirty (30) days from receipt of such notice Employee has failed to cure the facts and circumstances set forth in such notice. View More

Cause. The Executive's: To terminate Executive's employment hereunder upon: (i) the willful and continued failure to substantially perform the Executive's duties with the Company (other than as a result of physical or mental disability) after a written demand for substantial performance is deliver delivered to the Executive by the Company, Board, which demand specifically identifies the manner in which the Company Board believes that the Executive has not substantially performed the Executive's duties... and that has not been cured within fifteen (15) days following receipt by the Executive of the written demand; (ii) commission of a felony (other than a traffic-related offense) that in the written determination of the Company Board is likely to cause or has caused material injury to the Company's business; (iii) dishonesty documented intentional misrepresentation or omission of material fact with respect to a significant matter relating to the Company's business; or (iv) material breach of any agreement by and between the Executive and the Company, which material breach has not been cured within fifteen (15) days following receipt by the Executive of written notice from the Company Board identifying such material breach breach. View More

Cause. Shall mean (i) Employee's gross negligence or willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Employee'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 Employee of any proprietary information or trade secrets of the Company or any... other party to whom the Employee owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Employee's willful breach of any of his or her obligations under any written agreement or covenant with the Company. Company, which if capable of being cured shall not have been cured within thirty (30) days after the Company shall have advised Employee in writing of its intention to terminate Employee's employment for Cause (such notice which shall contain the grounds for such termination with reasonable particularity) or (v) Employee's commission of a felony or commission of a crime of moral turpitude. The determination as to whether a an Employee is being terminated for Cause shall be made in good faith by the Company Company's Board of Directors and shall be final and binding on the Employee. View More

Cause. For purposes of this Agreement, "Cause" will mean Executive's conviction of, or plea of nolo contendere to, a criminal offense arising out of a breach of trust, embezzlement or fraud committed against the Company by Executive in the course of Executive's employment with the Company. Company

Cause. The occurrence of any one of the following as determined by the Board: (i) a material breach of the Executive's covenants under Section 4 or Section 5 of this Agreement; (ii) the commission by the Executive of a felony, or any crime involving theft, dishonesty or moral turpitude; (iii) the commission by the Executive of act(s) or omission(s) which are willful and deliberate acts intended to harm or injure the business, operations, financial condition or reputation of Holdings, the Company Company, CFI or any Affiliate of the Company; each of them; (iv) the Executive's disregard of the directives of the Board; (v) the Executive's drunkenness or use of drugs which interferes with the performance of the Executive's duties under this Agreement, which drunkenness or use of drugs continues after receipt of notice to the Executive from the Company of his violation of this provision; or (vi) any attempt by the Executive to secure any personal profit in connection with the business of the Company or CFI unless given prior written approval by unanimous consent of the Board. View More