Cause

Cause. The meaning set forth in any written employment agreement between a Participant and the Company, if such an agreement exists and contains a definition of Cause; otherwise Cause shall mean (1) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (2) dishonesty in the course of fulfilling a Participant's employment duties, (3) willful and deliberate failure on the part of a Participant to perform the Participant's... employment duties in any material respect or (4) such other events as shall be determined in good faith by the Committee. The Committee shall, unless otherwise provided in an employment agreement with the Participant, have the discretion to determine whether Cause exists, and its determination shall be final View More

Cause. That the Eligible Officer: (A) pleads "guilty" or "no contest" to or is convicted of a felony under federal or state law or as a crime under federal or state law which involves Eligible Officer's fraud or dishonesty; (B) in carrying out the Eligible Officer's duties, engages in conduct that constitutes gross negligence or willful misconduct that results in material harm to the Company; (C) fails to reasonably and materially perform the responsibilities of Eligible Officer's position (other than... any such failure resulting from incapacity due to physical or mental illness); (D) engages in misconduct that causes material harm to the reputation of the Company; or (E) materially breaches any term of this Policy or other material written policy of the Company, provided that if the Company provides written notice of Cause pursuant to (B) through (E), the Eligible Officer shall be given thirty (30) days from the date of such written notice to cure such conduct View More

Cause. Any of (i) the Executive's failure to perform a material duty or the Executive's breach of a material and written policy of the Company or its affiliate other than by reason of mental or physical illness or injury, (ii) the Executive's breach of the Executive's fiduciary duties to the Company or its affiliate, (iii) conduct of the Executive that is demonstrably and materially injurious to the Company or its affiliate, monetarily or otherwise including, but not limited to, damage to the... reputation or standing in the industry of the Company or its affiliate; provided, that in the cases of the foregoing clauses (i) through (iii), that following written notice from the Company describing any such act, omission or event, such act, omission or event is not cured, to the reasonable satisfaction of the Company, within thirty days after such notice is received by the Executive, or (iv) the Executive's conviction of, or plea of guilty or nolo contendre to, a felony or crime involving moral turpitude or fraud or dishonesty involving assets of the Company or its affiliate View More

Cause. (a) has the meaning set forth in your Individual Agreement; or (b) if you are not party to an Individual Agreement or such Individual Agreement does not define such term, then the "Cause" means (i) failure to perform the duties of your position in a satisfactory manner; (ii) fraud, misappropriation, embezzlement, or acts of similar dishonesty; (iii) conviction of a felony involving moral turpitude; (iv) illegal use of drugs or excessive use of alcohol in the workplace; (v) intentional and... willful misconduct that may subject the Company or its subsidiaries to criminal or civil liability; (vi) breach of your duty of loyalty, including the diversion or usurpation of corporate opportunities properly belonging to the Company or its subsidiaries; (vii) willful disregard of Company policies and procedures; or (viii) breach of any of the material terms of any Individual Agreement. View More

Cause. The occurrence of any of the following events, as determined by the Company and/or the Board in its and/or their sole and absolute discretion: (i) Executive engaging in any act of fraud, embezzlement or material act of dishonesty or misrepresentation with respect to the Company; (ii) Executive's violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iii) Executive's material breach of any confidentiality agreement or assignment... agreement between Executive and the Company (or any affiliate of the Company); (iv) Executive's conviction of or plea of nolo contendere to a felony involving moral turpitude; (v) Executive's unauthorized use or disclosure of confidential information or trade secrets of the Company (or any parent, subsidiary or affiliate); (vi) any intentional misconduct by Executive adversely affecting the business or affairs of the Company (or any parent, subsidiary or affiliate) in any material manner; (vii) Executive has committed any breach of fiduciary or statutory duty that results in (or would reasonably be expected to result in) material harm to the Company; (viii) Executive has breached any material term or condition of this Agreement or any other material agreement with or material policy of the Company; (ix) Executive's willful and repeated failure to perform in any material respect Executive's duties hereunder after fifteen (15) days' notice and an opportunity to cure such failure and a reasonable opportunity to present to the Board Executive's position regarding any dispute relating to the existence of such failure (other than on account of disability); or (x) Executive's failure to attempt in good faith to implement a clear and reasonable directive from the CEO (or the Board). provided; however that the action or conduct described in clause (viii) above will constitute "Cause" only if such action or conduct continues after the Company has provided Executive with written notice thereof and ten (10) business days to cure the same if such action or conduct is curable. The determination as to the existence of grounds for Executive's termination for Cause shall be made in good faith by the Company or the Board and shall be final and binding on Executive. View More

Cause. The occurrence of any of the following: (i) an act of dishonesty made by the Executive in connection with the Executive's responsibilities as an employee, (ii) the Executive's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, (iii) the Executive's violation of any federal, state, or securities law or regulation in a manner detrimental to the business of any member of the Company Group or of any federal, state,... or securities law or regulation applicable to the business of any member of the Company Group, (iv) the Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company Group or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive's relationship with the Company Group, (v) the Executive's willful and gross misconduct that is or could be materially injurious to any member of the Company Group, (vi) a material breach of any confidentiality agreement or invention assignment agreement between Executive and any member of the Company Group, or (vii) the Executive's continued failure to perform the Executive's employment duties (other than a failure resulting from the Executive's "Disability") after the Executive has received a written demand of performance from the Employer which specifically sets forth the factual basis for the Employer's belief that the Executive has not substantially performed the Executive's duties and has failed to cure such non-performance to the Employer's satisfaction within 10 business days after receiving such notice. View More

Cause. The Executive's (a) willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (b) 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; (c) unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom the Executive owes an obligation... of nondisclosure as a result of his or her relationship with the Company; (d) misappropriation of a business opportunity of the Company; (e) provision of material aid to a competitor of the Company; or (f) willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether the Executive has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Executive. The term "Company" will be interpreted to include any subsidiary or parent of the Company, as appropriate. Notwithstanding the foregoing, the definition of "Cause" may, in part or in whole, be modified or replaced in each individual employment agreement or agreement with the Executive governing the Executive's Equity Awards, provided that such document expressly supersedes the definition provided in this Section 7(b). View More

Cause. The occurrence of any one or more of the following events: (i) the Executive's commission of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) the Executive's commission of or attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) the Executive's material violation of any contract or agreement between the Company and the Executive or of any statutory duty owed to the Company; (iv) the Executive's material failure to... comply with the written polices or rules of the Company; (v) the Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets; (vi) the Executive's material failure or neglect to perform assigned duties after receiving written notification of the failure; (vii) the Executive's willful disregard of any material lawful written instruction from the Company; or (viii) the Executive's willful misconduct or insubordination with respect to the Company or any affiliate of the Company; provided that, in the case of (iii), (iv), (v), (vi), (vii) and (viii) above, if such action or conduct is curable, (A) the Company has provided the Executive written notice within thirty (30) days following the occurrence (or Company's first knowledge of the occurrence) of any such event; (B) the Executive fails to cure such event within thirty (30) days thereafter; and (C) the Company terminates the Executive's employment for Cause within thirty (30) days following the end of such cure period. View More

Cause. Means (a) gross negligence or willful misconduct by the Employee in the performance of his duties; (b) conviction of or a plea of nolo contendere by the Employee of a felony or act of moral turpitude (or similar local law concepts); or (c) the Employee's fraud, embezzlement or misappropriation relating to material amounts of the Company's assets. The acts or omissions of the Employee shall not be considered to be willful unless he has no reasonable belief that he is acting in the best interests... of the Company. View More

Cause. If the Participant is a party to an Employment Agreement and the Employment Agreement provides for a definition of 'Cause' (or substantially similar term), the definition contained therein. If no Employment Agreement exists, or if such Employment Agreement exists but 'Cause' (or substantially similar term) is not defined therein, then Cause shall mean as defined in the Plan.