Cause

Cause. Means (A) if the Grantee is a party to an Employment Agreement that includes a definition of "cause" or is a participant in the Executive Change in Control and Severance Plan, the definition of such term in such Employment Agreement or the Executive Change in Control and Severance Plan, as applicable, or (B) if the Grantee is not party to an Employment Agreement that defines "cause" and is not a participant in the Executive Change in Control and Severance Plan, a determination by the... Administrator that the Grantee shall be dismissed as a result of (i) a violation by the Grantee of any applicable law or regulation respecting the business of the Company; (ii) the Grantee's conviction of, indictment for or plea of no contest by the Grantee of a felony or any crime involving moral turpitude; (iii) any act of dishonesty or fraud, or, if applicable, the Grantee's commission of an act which in the opinion of the Administrator disqualifies the Grantee from serving as an officer or director of the Company; (iv) the willful or negligent failure of the Grantee to perform his or her duties to the Company (other than by reason of disability), which failure continues for a period of thirty (30) days after written notice thereof is given to the Grantee; or (v) a violation of any provision of the Company's Code of Business Conduct and Ethics. View More

Cause. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (a) Participant's unauthorized misuse of the Company's trade secrets or proprietary information; (b) Participant's conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (c) Participant's committing an... act of fraud against the Company; or (d) Participant's gross negligence or willful misconduct in the performance of his or her duties that has had or will have a material adverse effect on the Company. For purposes of this definition, the term "Company" will be interpreted to include any Subsidiary, Parent or Affiliate of the Company, as appropriate. View More

Cause. The occurrence of any one or more of the following events, as determined solely by the judgment of the Board: (i) the Covered Executive's conviction of, or plea of guilty or nolo contendere to, (i) any felony or (ii) a misdemeanor involving a crime of fraud, embezzlement, dishonesty, disloyalty, moral turpitude or professional misconduct; (ii) a material breach, non-performance or non-observance by the Covered Executive of any of the terms of any written agreement to which the Covered Executive... and any member of the Company Group are parties, or the material breach, non-performance or non-observance by the Covered Executive of his or her duties to the Company Group or any rules or written employment policies of any member of the Company Group governing employee behavior (including, without limitation, any ethics policies, codes of conduct or policies concerning substance abuse and sexual harassment) if such breach, non-performance or non-observance is not cured within a period of 30 days after written notice thereof by the Company to the Covered Executive; (iii) a breach by the Covered Executive of any of the Restrictive Covenants; (iv) the existence of any legal or contractual limitation on the Covered Executive's ability to engage in the business of the Company Group that reasonably could be expected to have a materially adverse effect on the Covered Executive's ability to attract or retain customers or perform the services to the Company Group if such limitation is not cured within a period of 30 days after written notice thereof by the Company to the Covered Executive; (v) any act, omission or conduct by the Covered Executive which constitutes willful or gross misconduct (A) that is materially injurious to the Company Group or its business, either financially or otherwise, or (B) that materially interferes with or adversely affects the Covered Executive's performance of, or ability to perform, his duties as an employee or officer of a member of the Company Group; (vi) the Covered Executive's willful failure or refusal to follow or carry out the lawful instructions of the Board, the Chief Executive Officer of the Company or the Covered Executive's immediate supervisor or other more senior executives of a member of the Company Group with direct or indirect supervisory responsibility over the Covered Executive (other than as a result of illness or disability) concerning material duties or actions consistent with the Covered Executive's position in a timely manner and otherwise in a manner reasonably acceptable to the Company and such failure or refusal continues for a period of 30 days after receipt of written notice from the Company describing such failure or refusal in reasonable detail; (vii) intentional dishonesty with respect to any material matter by the Covered Executive in any communications with the Board, the Chief Executive Officer of the Company or the Covered Executive's immediate supervisor or other more senior executives of a member of the Company Group with direct or indirect supervisory responsibility over the Covered Executive; (viii) the Covered Executive's failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation View More

Cause. Unless otherwise provided in an Award Agreement, (a) "Cause" as defined in any employment, consulting, severance or similar agreement between the Participant and the Company or one of its Subsidiaries or Affiliates (an "Individual Agreement"), or (b) if there is no such Individual Agreement or if it does not define Cause: (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary; (ii) any unlawful or... criminal activity of a serious nature; (iii) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the Participant's overall duties; (iv) any material breach by a Participant of any employment, service, confidentiality, non-compete or non-solicitation agreement entered into with the Company or any Subsidiary; or (v) before a Change in Control, such other events as will be determined by the Committee. Before a Change in Control, the Committee will, unless otherwise provided in an Individual Agreement, have the sole discretion to determine whether "Cause" exists with respect to subclauses (i), (ii), (iii), (iv) or (v) above, and its determination will be final. View More

Cause. With respect to a Participant, means "Cause" (or any term of similar effect) as defined in such Participant's employment agreement with the Company if such an agreement exists and contains a definition of Cause (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of Cause (or term of similar effect), then Cause shall include, but not be limited to: (i) the Participant's unauthorized use or disclosure of confidential information or trade... secrets of the Company or any material breach of a written agreement between the Participant and the Company, including without limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) the Participant's commission of, indictment for or the entry of a plea of guilty or nolo contendere by the Participant to, a felony under the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) the Participant's gross negligence or willful misconduct or the Participant's willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by the Participant against the Company; or (v) any acts, omissions or statements by a Participant which the Company reasonably determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company View More

Cause. (a) Executive's failure to substantially perform such duties with the Corporation or any subsidiary or affiliate as determined by the Board or the Corporation; (b) Executive's willful failure or refusal to perform specific directives of the Board, or the Corporation, or any subsidiary or affiliate, which directives are consistent with the scope and nature of Executive's duties and responsibilities; (c) Executive's conviction of a felony; or (d) a breach of Executive's fiduciary duty to the... Corporation or any subsidiary or affiliate or any act or omission of Executive that (A) constitutes a violation of the Corporation's Statement of Business Ethics, (B) results in the assessment of a criminal penalty against the Corporation, (C) is otherwise in violation of any federal, state, local or foreign law or regulation (other than traffic violations and other similar misdemeanors), (D) adversely affects or could reasonably be expected to adversely affect the business reputation of the Corporation, or (E) otherwise constitutes willful misconduct, gross negligence, or any act of dishonesty. View More

Cause. Any of the following: (i) the Holder's plea of guilty or nolo contendere, or conviction of a felony or a misdemeanor involving moral turpitude; (ii) any act by the Holder of fraud or dishonesty with respect to any aspect of the Company's business including, but not limited to, falsification of Company records; (iii) the Holder's failure to perform his duties (other than by reason of Disability); (iv) the Holder's engagement in misconduct that is materially injurious to the Company (monetarily... or otherwise); (v) the Holder's breach of any confidentiality, noncompetition or non-solicitation obligations to the Company, including but not limited to engagement in Detrimental Activity; (vi) the Holder's commencement of employment with an unrelated employer; (vii) material violation by the Holder of any of the Company's written policies, including but not limited to any harassment and/or non-discrimination policies; or (viii) the Holder's gross negligence in the performance of his or her duties. View More

Cause. Has the meaning, if any, set forth in the employment or service agreement then in effect, if any, between the Participant and the Company or any Affiliate, or if there is no such meaning set forth in such employment or service agreement or there is no such employment or service agreement then in effect, means the following events or conditions, as determined by the Committee in its reasonable judgment: (i) willful misconduct of the Participant with regard to the Company and its Affiliates that... constitutes a material breach of any of the Participant's obligations set forth in any written agreement governing the terms of the Participant's service with the Company and its Affiliates as the same may then be in effect; (ii) fraud, embezzlement, theft, or other material dishonesty by the Participant with respect to the Company or any of its Affiliates; (iii) the Participant's material breach of the Participant's fiduciary duties as an officer or manager of the Company or any of its Affiliates, or as an officer, trustee, director, or other fiduciary of any pension or benefit plan of the Company or its Affiliates or willful misconduct that has, or could reasonably be expected to have, a material adverse effect upon the business, interests, or reputation of the Company or any of its Affiliates; (iv) the Participant's indictment for, or a plea of nolo contendere to, any felony or an analogous provision under the laws of a local jurisdiction; or (v) refusal or failure by the Participant to attempt in good faith to follow or carry out the reasonable written instructions of the Board or such Participant's direct supervisor. For purposes of this definition, no act, or failure to act, on the Participant's part shall be considered ‘‘willful'' unless done or omitted to be done by the Participant not in good faith and without reasonable belief that the Participant's action or omission was in the best interests of the Company. View More

Cause. (i) conviction of a felony or a crime of moral turpitude; (ii) misconduct that results in harm to the Company; (iii) material failure to perform assigned duties; or (iv) willful disregard of lawful instructions from the chief executive officer of the Company or the Board of Directors relating to the business of the Company or any of its affiliates.

Cause. As a reason for a Participant's termination of employment or service shall have the meaning assigned such term, if any, (a) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (b) if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination