Cause

Cause. The occurrence of any one or more of the following:(i) the Executive's willful and continued failure substantially to perform the duties of the Executive's position (other than as a result of Disability or as a result of termination by the Executive for Good Reason) after written notice to the Executive by the Governance and Nominations Committee of the Board (or any other special committee or subcommittee appointed by the Board for such purpose) (the Governance Committee) specifying such... failure, provided that such cause shall have been found by a majority vote of the Governance Committee after at least seven days' written notice to the Executive specifying the failure on the part of the Executive and after an opportunity for the Executive to be heard at a meeting of the Governance Committee;(ii) any willful act or omission by the Executive in connection with his or her responsibilities as an employee of the Company constituting dishonesty, fraud or other malfeasance, immoral conduct or gross misconduct;(iii) any willful material violation by the Executive of the Company's Code of Business Conduct and Ethics or the Proprietary Information, Inventions and Non-Solicitation Agreement between the Company and the Executive; or(iv) the Executive's conviction of, or plea of nolo contendere to, a felony or a crime of moral turpitude under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business.For purposes of this definition, no act or failure to act by the Executive shall be deemed willful unless effected by the Executive not in good faith and without a reasonable belief that such act or failure to act was in or not opposed to the Company's best interests. View More

Cause. (d) "Cause" means: If the Company, in its sole and absolute discretion, determines that any of the following events occur: (i) Employee's refusal or willful failure to substantially perform his duties for the Company; (ii) Employee's dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or fraud with regard to the Company or its affiliates; (iii) Employee's conviction of, or plea of nolo contendere with respect to, a felony... (other than a traffic violation) or any crime involving, in the sole discretion of the Company, moral turpitude; (iv) Employee's improper disclosure of proprietary information or trade secrets of the Company or its business; (v) Employee's falsification of any records or documents of the Company; (vi) Employee's intentional or gross misconduct that injures the business or reputation of the Company; (vii) Employee's failure to comply with established policies of the company, including those set forth in the Company's employee handbook; (viii) Employee's illegal possession or use of a drug or narcotic on Company property; or 8 (ix) Employee's failure to improve his work performance to an acceptable level after Employee was previously warned in writing by the Company about poor performance. View More

Cause. Means any of the following: (i) an act of dishonesty made by Employee in connection with Employee's responsibilities as an employee; (ii) Employee's conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or a similar crime; (iii) conduct by Employee amounting to fraud, gross negligence, willful misconduct or recurring insubordination; (iv) Employee's willful disobedience of a material and lawful instruction of the Chief Executive Officer or the Board... of Directors of the Company, including Employee's continued failure to perform his employment duties, or Employee's willful breach of any material obligations under any written agreement or covenant with the Company; or (v) excessive absences from work by Employee, other than for illness or Disability. Notwithstanding the foregoing, however, that the Company shall not have the right to terminate the employment of Employee pursuant to the foregoing clauses (i), (iii), (iv), and (v) above unless written notice specifying such breach shall have been given to the Employee and, in the case of breach which is capable of being cured, the Employee shall have failed to cure such breach within thirty (30) days after his receipt of such notice. View More

Cause. The meaning set forth on Annex B

Cause. Unless otherwise defined in the applicable Evidence of Award or the Participant's employment agreement, (i) the indictment (or other criminal charge against the Participant) for a felony or any crime involving moral turpitude, or the Participant's commission of fraud, breach of fiduciary duty, theft, embezzlement or crime against the Company or any of its Subsidiaries or affiliates or any of their customers, (ii) conduct by the Participant that brings the Company or any of its Subsidiaries or... affiliates into public disgrace or disrepute, (iii) the Participant's gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or affiliates or in the performance of Participant's duties and services required for Participant's position with the Company or any of its Subsidiaries or affiliates, which, if curable, is not cured within ten days after written notice thereof to Participant, (iv) the Participant's insubordination to, or failure to follow, the lawful directions of the person to whom the Participant directly reports, which, if curable, is not cured within ten days after written notice thereof to the Participant, (v) the Participant's material violation of any restrictive covenant agreement with the Company or any of its Subsidiaries or affiliates, (vi) the Participant's breach of any material agreement with the Company or any of its Subsidiaries or affiliates or any material employment policy of the Company or any of its Subsidiaries or affiliates which, if curable, is not cured within ten days after written notice thereof to the Participant (including, without limitation, the Company's code of ethics and insider trading policy), or (vii) the abuse of any controlled substance or of alcohol or any other non-controlled substance which the Company determines renders the Participant unfit to serve in the Participant's capacity as an employee or service provider of the Company or any of its Subsidiaries or affiliates View More

Cause. For termination of employment or service shall have the meaning ascribed thereto in the Recipient's employment or service agreement or, in the absence of such a definition, shall mean: (i) Conviction of, or agreement to a plea of nolo contendere to, a felony, or any crime or offense lesser than a felony involving the property of the Company or an Affiliate; (ii) Conduct that has caused demonstrable and serious injury to the Company or an Affiliate, monetary or otherwise; (iii) ... Willful refusal to perform or substantial disregard of duties properly assigned, as determined by the Board; (iv) Breach of duty of loyalty to the Company or an Affiliate or other act of fraud or dishonesty with respect to the Company or an Affiliate; or (v) Violation of the Company's code of conduct. The definition of Cause set forth in the Recipient's employment or service agreement with the Company or any of its Affiliates shall control if such definition is different from the definition of Cause set forth herein. View More

Cause. The occurrence of any of the following: (i) 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, (ii) an act in connection with Executive's employment which constitutes willful misconduct which is materially injurious to any Company Group member, (iii) Executive's unauthorized use or disclosure of any proprietary information or trade secrets of any Company Group member or any other party to whom... Executive owes an obligation of nondisclosure as a result of Executive's relationship with any Company Group member, (iv) Executive's willful breach of any obligations under any written agreement or covenant with any Company Group member, or (v) Executive's continued failure to perform Executive's employment duties after Executive has received a written demand of performance from any member of the Company Group which specifically sets forth the factual basis for the Company Group's belief that Executive has not substantially performed Executive's duties and has failed to cure such non-performance to the Company Group's satisfaction within thirty (30) after receiving such notice. View More

Cause. Any of the following: (i) a Participant's material violation of any applicable material law or regulation respecting the business of the Company; (ii) a Participant's conviction of, or plea of nolo contendere to, a non-vehicular felony or other crime involving moral turpitude; (iii) any act of dishonesty, fraud, or misrepresentation in relation to a Participant's duties to the Company which act is materially and demonstrably injurious to the Company; (iv) a Participant's willful and repeated... failure to perform in any material respect the Participant's duties hereunder after 15 days' notice and an opportunity to cure such failure and a reasonable opportunity to present to the Board the Participant's position regarding any dispute relating to the existence of such failure (other than on account of disability); (v) a Participant's failure to attempt in good faith to implement a clear and reasonable directive from the Company or to comply with any of the Company's policies and procedures which failure is either material or occurs after written notice from the Company; (vi) any act of gross misconduct which is materially and demonstrably injurious to the Company; or (vii) a Participant's breach of fiduciary duty owed to the Company; provided that in the cases of (iv)-(vii), the Participant is given written notice within 15 days of the occurrence and an opportunity to cure any such failure that is subject to cure, including a reasonable opportunity to present to the Plan Administrator the Participant's position regarding any dispute relating to the existence of such failure (other than on account of disability). View More

Cause. Any of: (a) your conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) a good faith finding by the Company's Board of Directors that you have (i) engaged in dishonesty, willful misconduct or gross negligence that has a material adverse effect on the Company, (ii) committed an act that materially injures or would reasonably be expected to materially injure the reputation, business or business relationships of the Company,... (iii) materially breached the terms of any restrictive covenants or confidentiality agreement with the Company (and not cured same within any cure period applicable to such covenants or confidentiality agreement); or (iv) failed or refused to comply in any material respect with the Company's material policies or procedures and in a manner that materially injures or would reasonably be expected to materially injure the reputation, business or business relationships of the Company, provided that in the case of (iv) that you were given written notice of such violation or failure by the Board and a period of 30 days to cure (provided that the Board reasonably determines that such violation or failure is curable) View More

Cause. Will mean: (i) Executive's repeated failure to perform his or her duties and responsibilities to the Company, or abide, in all material respects, with the policies of the Company after written notice from the Board or an officer of the Company describing in reasonable detail Executive's failure to perform such duties or responsibilities or abide by such policies; (ii) Executive's engagement in illegal conduct that was or is injurious in any material respect to the Company; (iii) ... Executive's material violation or material breach of his or her Employment, Confidential Information and Invention Assignment with the Company that is not cured within twenty (20) days of written notice thereof or is incapable of cure; or (iv) Executive's conviction of, or entry of a plea of guilty or nolo contendere to, a felony (other than motor vehicle offenses the effect of which do not materially impair Executive's performance of his employment duties) or any crime involving fraud, embezzlement or other offense which involves moral turpitude, and/or committing any act of embezzlement, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company. The foregoing definition does not in any way limit the Company's ability to terminate Executive's employment relationship at any time as provided in Section 2 above, and the term "Company" will be interpreted to include any subsidiary, parent, affiliate or successor thereto, if applicable. View More