Cause

Cause. Means (i) Executive's willful failure or refusal to satisfactorily perform his duties or obligations in connection with his employment, (ii) Executive's having engaged in willful misconduct, gross negligence or a breach of fiduciary duty, or Executive's material breach of this Agreement or of any Company policy, (iii) Executive's conviction of, or a plea of nolo contendere to, (x) a felony or (y) any other criminal offense involving moral turpitude, fraud or dishonesty, (iv) Executive's... unlawful use or possession of illegal drugs on the Company's premises or while performing his duties and responsibilities hereunder or (v) Executive's commission of an act of fraud, embezzlement or misappropriation, in each case, against the Company or any of its subsidiaries or affiliates, provided that, in each case (except for circumstances described in clauses (iii), (iv) or (v) above), the Company shall provide Executive with written notice specifying the circumstances alleged to constitute Cause, and, if such circumstances are susceptible to cure, Executive shall have 30 days following receipt of such notice to cure such circumstances View More

Cause. Shall mean a good faith determination by the Board (after providing the Executive with reasonable notice and an reasonable opportunity to be heard in person on the matter) that any of the following has occurred: (i) the Executive'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 Executive's position, or a material or habitual... failure to perform Executive's duties with the Company (other than any such failure resulting from the Executive's Disability) which failure is not cured within ten (10) days after a written demand for performance is delivered to the Executive by the Company which specifically identifies the manner in which the Company believes that the Executive has materially or habitually failed to perform the Executive's duties; (ii) the Executive'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 Executive's engaging in any gross negligence or gross misconduct in connection with the performance of Executive's duties hereunder, which is, or is likely to be, materially injurious to the Company, its financial condition, or its reputation; (iv) the Executive'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 Executive's breach of fiduciary duty, breach of any of the covenants set forth in Sections 4(b) or 4(c) of this Agreement, or material breach of any other provisions of this Agreement; or (vi) the Executive'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 any other policy or procedure of the Company. View More

Cause. The meaning given to that term in any written employment agreement, change-of-control agreement, offer letter or severance agreement between the Company and the Participant, or if no such agreement exists or if such term is not defined therein, Cause shall mean that the Participant:(i) has materially breached his or her employment or service contract with the Company, which breach has not been remedied by the Participant after written notice has been provided to the Participant of such... breach;(ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty which results in economic loss, damage, or injury to the Company;(iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information;(iv) has breached any written non-competition or non-solicitation agreement between the Participant and the Company; or (v) has engaged in gross misconduct or a willful and material violation of the Company's policies and procedures that is injurious to the Company.For the avoidance of doubt, the occurrence of any of the actions set forth in clauses (i) through (v) immediately above shall be determined by the Committee in good faith View More

Cause. (i) gross neglect by Pinson in the performance of the Services; (ii) Pinson's indictment for or conviction of a felony, or any non-felony crime or offense involving the property of SciPlay or any of its subsidiaries or affiliates or evidencing moral turpitude; (iii) willful misconduct by Pinson in connection with the performance of the Services; (iv) material violation by Pinson of a material provision of SciPlay's Code of Business Conduct, to the extent applicable to Pinson; or (v) any other... willful or grossly negligent conduct of Pinson that would make the continued provision of the Services materially prejudicial to the best interests of SciPlay. View More

Cause. (1) the Participant has been convicted of, pled guilty or no contest to or entered into a plea agreement with respect to (x) any felony (under the laws of the United States, any relevant state, or the equivalent of a felony in any international jurisdiction in which the Company does business) or (y) any crime involving dishonesty or moral turpitude; (2) the Participant has engaged in (A) any willful misconduct (including any violation of federal securities laws) or gross negligence, or (B) any... act of dishonesty, violence or threat of violence, in each case with respect to this clause (B), that would reasonably be expected to result in a material injury to the Corporation; (3) the Participant willfully fails to perform the Participant's duties to the Company and/or willfully fails to comply with lawful directives of the Company's board of directors; or (4) the Participant materially breaches any material contract to which the Participant and the Company are parties; provided that, with respect to clause (4) and if the event giving rise to the claim of Cause is curable, the Company provides written notice to the Participant of the event within thirty (30) days of the Company learning of the occurrence of such event, and such Cause event remains uncured thirty (30) days after the Company has provided such written notice; provided further that any termination of the Participant's employment or service for "Cause" with respect to clause (4) occurs no later than thirty (30) days following the expiration of such cure period. View More

Cause. Means willful misconduct by the Executive or willful failure by the Executive to perform his responsibilities to the Company (including, without limitation, breach by the Executive of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Executive and the Company), as determined by the Company, which determination shall be conclusive; provided, however, that, following the Change in Control Date, Cause means (a) willful... failure by the Executive, which failure is not cured within 30 days of written notice to the Executive from the Company, to perform his material responsibilities to the Company or (b) willful misconduct by the Executive which affects the business reputation of the Company. View More

Cause. (i) engaging in theft, fraud and/or dishonesty which, in the judgement of the Board of Directors of the Company (the "Board"), could be harmful to the Company, (ii) gross negligence or willful misconduct in the performance of the Executive's assigned duties, (iii) gross neglect or willful refusal to attend to the material responsibilities assigned to the Executive, (iv) the Executive's material breach of this Agreement or the Non-Disclosure, Non-Competition and Assignment of Intellectual... Property Agreement between you and the Company, (v) conviction (or a plea of no contest or similar plea or the entry of an order or judgement that requires a determination of guilt or responsibility) of a felony or for any crime involving moral turpitude or dishonesty; (vi) knowingly providing or making untruthful or misleading statement to the Company, whether by commission or omission; (vii) any willful failure to carry out a specific written directive of the Board; or (viii) an intentional violation of any of the Company's material policies or procedures, including without limitation, any equal employment opportunity or anti-harassment policies. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section 2 above, and the term "Company" will be interpreted to include any Parent, Subsidiary or Affiliate, as appropriate. View More

Cause. As to any Participant, unless the applicable Award Agreement states otherwise, (i) "Cause," as defined in any employment agreement, Partner Agreement or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination (or with respect to an Award of Partnership Interests, as defined in the Partnership Agreement); or (ii) in the absence of such definition in any employment agreement, Partner Agreement or consulting agreement, the Participant's (A)... deliberate and repeated failure to perform substantially the Participant's duties to the Service Recipient; (B) material breach of any partnership, employment, or consulting agreement between the Participant and the Service Recipient, or material breach of any restrictive covenants agreement between the Participant and any member of the Company Group; (C) conviction of a felony or crime of moral turpitude, or a determination by a court of competent jurisdiction, by a regulatory body or by a self-regulatory body having authority with respect to securities laws, rules or regulations, that the Participant individually has violated any securities laws or any rules or regulations thereunder, or any rules of any such self-regulatory body, if such conviction has a material adverse effect on the business of the Company Group; (D) material breach of any material rules or regulations of the Service Recipient applicable to the Participant that have been provided to the Participant in writing and has a material adverse effect on the business of the Company Group; (E) act of fraud, misappropriation, embezzlement or similar conduct by the Participant against the Company or any Affiliate View More

Cause. Means, either alone or in any combination: (i) a material breach by a Grantee of the terms of any agreement between that Grantee and the Company or an affiliate of the Company, unless the breach is cured within 10 days after written notice thereof to the Grantee (the Board may determine in its sole discretion that a failure is not subject to cure and may dispense with the cure period); (ii) the persistent and willful failure by a Grantee to perform his or her duties or obligations under any... such agreement between that Grantee and the Company or an affiliate of the Company or to adhere to any written policies of the Company or such affiliate of the Company; (iii) the appropriation (or attempted appropriation) of a material business opportunity of the Company or an affiliate of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company or such affiliate of the Company, as the case may be; (iv) the misappropriation (or attempted misappropriation) of funds or property of the Company or an affiliate of the Company; (v) the commission (or attempted commission) of any act of theft, fraud, or dishonesty or any act which has or in the reasonable discretion of the Company may have a detrimental effect on the reputation or business of the Company or an affiliate of the Company; (vi) the unauthorized and willful disclosure of confidential information of the Company or an affiliate of the Company (including confidential or proprietary information of their respective clients); or (vii) the conviction of, the criminal indictment for (or its procedural equivalent), or the entering of a guilty plea or a plea of no contest with respect to, a felony or any other crime involving dishonesty, breach of trust, or physical or emotional harm to any person. No act or failure to act by a Grantee shall be considered willful unless done or omitted to be done by such Grantee, either knowingly, intentionally, or with reasonable knowledge or reckless disregard of the foreseeable consequences of such conduct. View More

Cause. When used in connection with the termination of a Participant's Employment