Cause

Cause. The meaning given in a Participant's employment, retention, change of control, severance or similar agreement with the Company or any Affiliate, or if no such agreement is in effect, then except as otherwise determined by the Committee and set forth in an applicable Award agreement, "Cause" means (i) the Participant's willful and repeated failure to comply with the lawful directives of the Board, the Board of Directors of any Affiliate or any supervisory personnel of the Participant; (ii) any... criminal act or act of dishonesty or willful misconduct by the Participant that has (or is reasonably expected to have) a material adverse effect on the property, operations, business or reputation of the Company or any Affiliate; (iii) the material breach by the Participant of the terms of any confidentiality, non-competition, non-solicitation or other agreement that the Participant has with the Company or any Affiliate; (iv) the Participant's breach of any fiduciary duty owed to the Company or any Affiliate; or (v) acts by the Participant of willful malfeasance, gross negligence or fraud in a matter of material importance to the Company or any Affiliate. View More

Cause. A finding by the Company of (i) a material breach of any material term of any applicable offer letter or any employee non-competition, non-solicitation, confidentiality and assignment (or similar) agreement, (ii) a plea of guilty or nolo contendere to, or conviction of, the commission of a felony offense or a crime of dishonesty, (iii) repeated unexplained or unjustified absences, refusals or failures to carry out the lawful directions of the Board or the Chief Executive Officer, or the... employee's supervisor, (iv) willful misconduct or gross negligence with regard to the Company that the Company determines in good faith is or is reasonably likely to result in material harm to the Company and its reputation; or (v) a material violation of the Company's published policies, including those prohibiting unlawful harassment and discrimination or concerning drugs and alcohol, as in effect from time to time View More

Cause. Executive (i) has been convicted of, or has pleaded guilty or nolo contendere to, any felony or to any crime involving moral turpitude, (ii) has engaged in willful misconduct in the performance of his or her duties, (iii) has materially failed or refused to perform the material duties of his or her position with the Company after having received written notice from the Company that such failure or refusal would constitute 'Cause' hereunder and not having corrected such failure or refusal to the... reasonable satisfaction of the Company within thirty (30) days of the Company's delivery of such written notice of failure or refusal, (iv) has engaged in gross negligence in the performance of his or her duties; (v) has breached the Company's Employee Nondisclosure, Assignment and Non-Solicitation Agreement, or (vi) has committed any act of fraud, theft, embezzlement, misappropriation of funds, breach of fiduciary duty or other willful act of material dishonesty against the Company that results in economic or reputational harm to the Company. View More

Cause. Felony conviction or plea to same, fraud or dishonesty, willful misconduct or failure to perform duties, intentional acts resulting in material injury to the Company or acts of moral turpitude

Cause. (i) your conviction of any crime deemed by the Board to make your continued employment untenable; (ii) your willful and intentional misconduct or negligence that has caused or could reasonably be expected to result in material injury to the business or reputation of the Company; (iii) your conviction of, or entering a plea of guilty or nolo contendere to, a crime constituting a felony; (iv) your breach of any material provision of any written covenant or agreement between you and the Company;... or (v) your failure to comply with or breach of the Company's "code of conduct" in effect from time to time; provided, however, that no act or omission shall constitute "Cause" for purposes of this Letter Agreement unless the Board or the Chairman of the Board provides to you (a) written notice clearly and fully describing the particular acts or omissions which the Board or the Chairman of the Board reasonably believes in good faith constitutes "Cause" and (b) an opportunity, within thirty (30) days following your receipt of such notice, to meet in person with the Board or the Chairman of the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. Further, no act or omission shall be considered as "willful" or "intentional" if the Executive reasonably believed such acts or omissions were in the best interests of the Company. View More

Cause. Shall mean and be limited to: (i) willful and gross neglect of duties by the Employee, (ii) an act or acts committed by the Employee constituting a felony and substantially detrimental to the Company or its reputation, (iii) any action or inaction detrimental to the Company or its reputation that results in regulatory enforcement action, whether or not such enforcement action is subject to direct enforcement under 12 U.S.C § 1818(i)(l), by any regulatory authorities having authority over the... Company, or (iv) any violation of Employee's obligations under this Agreement, including, without limitation, the obligations set forth in Section 3. View More

Cause. Only the following shall constitute Cause as it relates to a termination of employment covered under the Plan and as determined by the Company in its discretion: (i) willful failure to perform any of the duties and responsibilities required of a position (other than by reason of disability) or willful failure to follow reasonable instructions or policies of the Company, after being advised in writing of such failure and being given a reasonable opportunity and period (as determined by the... Company in its discretion) to remedy such failure; (ii) breach of fiduciary duties owed to the Company; (iii) conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or a crime of moral turpitude or commission of an act of misappropriation or embezzlement of funds or property of the Company; (iv) the breach of a material term of the Plan or violation in any material respect of any code or standard of conduct generally applicable to employees of the Company, after being advised in writing of such breach or violation and being given a reasonable opportunity and period (as determined by the Company in its discretion) to remedy such breach or violation; (v) fraud or dishonesty with respect to Company; or (vi) the willful engaging in conduct that, if it became known by any regulatory or governmental agency or the public, is reasonably likely to result in material injury to the Company, monetarily or otherwise. View More

Cause. 2.4 CAUSE.

Cause. Means a determination by the Company that any of the following has occurred: (i) disloyalty, gross negligence, willful misconduct or breach of fiduciary duty to the Company which results in substantial direct or indirect loss, damage or injury to the Company; (ii) Executive's material violation of the Company's Code of Conduct, and other Company Codes of Conduct or other policies and procedures that are applicable to the Executive; (iii) the commission, indictment, plea of nolo contendere or... conviction of Executive of a felony; (iv) the breach of the Executive's confidentiality, non-competition, non-solicitation covenants set forth in a separate written agreement between the Company and the Executive; or (v) a violation of federal or state securities law or regulations. View More

Cause. A good faith determination by the Board (after providing the Grantee with reasonable notice and a reasonable opportunity to be heard in person on the matter) that any of the following has occurred: (i) the Grantee's material or habitual failure to follow the reasonable and lawful directions of any superior officer of the Company, provided the direction(s) is not materially inconsistent with the duties or responsibilities of the Grantee's position, or a material or habitual failure to perform... Grantee's duties with the Company (other than any such failure resulting from the Grantee's disability) which failure is not cured within ten (10) days after a written demand for performance is delivered to the Grantee by the Company which specifically identifies the manner in which the Company believes that the Grantee has materially or habitually failed to perform the Grantee's duties; (ii) the Grantee's indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (a) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of the Company, or (b) any crime connected with the business of the Company; (iii) the Grantee's engaging in any gross negligence or gross misconduct in connection with the performance of Grantee's duties, which is, or is likely to be, materially injurious to the Company, its financial condition, or its reputation; (iv) the Grantee's commission of or engagement in any act of fraud, misappropriation, material dishonesty, or embezzlement, whether or not such act was committed in connection with the business of the Company; (v) the Grantee's breach of fiduciary duty or breach of any of the covenants set forth in Sections 5(b) or 5(c) of this Agreement; or (vi) the Grantee's violation of the Company's policy against harassment or its equal employment opportunity policy, a material violation of the Company's code of business conduct or a material violation of any other policy or procedure of the Company. View More