Cause

Cause. (i)a failure by you to comply with the Company's written policies or rules; (ii)your conviction of, indictment or plea of "guilty" or "no contest" to, a felony or other crime involving moral turpitude, deceit, dishonesty or fraud; (iii)your failure to substantially perform (other than by reason of Disability) your duties and responsibilities assigned or delegated; (iv)any act of dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust or acts against the financial or business... interests of the Company by you, or your use or possession of illegal drugs in the workplace; (v)the breach by you of any of your obligations under any agreement between you and the Company; or (vi)your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. View More

Cause. For purposes of this Agreement, 'Cause' for termination will mean: (a) Executive's commission of any felony or commission of a crime involving dishonesty; (b) Executive's participation in any fraud against the Company; (c) a material breach of Executive's duties to the Company; (d) Executive's persistent unsatisfactory performance of his job duties; (e) Executive's intentional damage to any property of the Company; (f) Executive's misconduct, or other violation of Company policy that causes... harm to the Company; and (g) Executive's breach of any material provision of this Agreement or any other written agreement between Executive and the Company; provided, however, that prior to the determination that 'Cause' under this Section 10.1 has occurred, the Company shall (i) provide to Executive a written notice providing, in reasonable detail, the reasons for the determination that such 'Cause' exists, (ii) other than with respect to clause (a) above, afford Executive a reasonable opportunity to remedy any such event or breach (if deemed curable) within thirty (30) days after delivery of such written notice (or such longer period as the Company may agree in writing), (iii) provide Executive an opportunity to be heard prior to the final decision to terminate Executive's employment hereunder for such 'Cause' and (iv) make any decision that such 'Cause' exists in good faith. View More

Cause. Acts or omissions that are (i) criminal, dishonest or fraudulent or constitute willful misconduct that adversely affects the reputation of the Company (including any parent, subsidiary, Affiliate or division of the Company), other than Limited Vicarious Liability (as defined below); (ii) acts or omissions that could reasonably be expected to expose the Company or any parent, subsidiary, Affiliate or division of the Company to claims of illegal harassment or discrimination in employment; (iii)... material breaches of this Agreement, which breaches if curable are not cured within thirty (30) days following written notice from the Company; or (iv) continued and repeated refusal to perform, or repeated failure to undertake good faith efforts to perform, substantially the duties of the Executive's employment, which non-performance has continued for thirty (30) days following Executive's receipt of written notice from the Chief Executive Officer or the Board of such non-performance; provided, that, poor performance shall not in and of itself constitute Cause. No action or inaction shall be treated as willful unless done or not done in bad faith and without an objectively reasonable belief it was in the best interests of the Company or any parent, subsidiary, Affiliate or division of the Company. Poor performance shall not in and of itself constitute Cause. Cause shall not occur as a result of actions or inactions based upon directions from the Board or advice of counsel to the Company. Executive shall not be terminated for Cause absent a resolution by the Board and the opportunity to be heard (with his counsel present if he so elects) before the Board. For purposes of this Section 14(c), "Limited Vicarious Liability" shall mean any liability which is (A) based on acts of the Company for which Executive is responsible solely as a result of his office(s) with the Company and (B) provided that (1) he was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (2) he did not have a reasonable basis to believe that a law was being violated by such acts. View More

Cause. The meaning set out in Section 11 (Termination by the Corporation for Cause) of the Employment Agreement.

Cause. Means any circumstance in which the Executive is excluded from entitlement to notice of termination (and, if otherwise applicable, statutory severance pay) pursuant to Applicable Legislation.

Cause. (i) Executive's indictment for, conviction of, or a plea of guilty or no contest to, a felony or any crime involving theft, fraud, embezzlement, misappropriation or any other act of moral turpitude, (ii) Executive's failure to perform Executive's duties hereunder or to following the lawful direction of the Board (for any reason other than illness or physical or mental incapacity) or a material breach of fiduciary duty, (iii) Executive's theft, embezzlement, fraud, or dishonesty with regard to... the Company or any of its Affiliates or in connection with Executive's duties, (iv) Executive's violation of the Company's code of conduct or similar written policies, including, without limitation, the Company's sexual harassment policy, (v) Executive's engagement in any misconduct or the commission of any act that is materially injurious or detrimental to the reputation or business interests of the Company or any of its Affiliates or (vi) Executive's breach of any restrictive covenant in any agreement between Executive and the Company or its Affiliates, including but not limited to Executive's obligations under Section 13 of this Agreement. View More

Cause. Determination by the Company's Board of Directors (the "Board") in good faith of the Executive's (1) material breach of this Agreement or any confidentiality, nonsolicitation, noncompetition or inventions assignment agreement with the Employer; (2) willful or grossly negligent conduct (including, but not limited to, fraud or embezzlement) in connection with his employment; (3) commission of an act of dishonesty, fraud, embezzlement or theft; (4) engagement in conduct that causes, or is likely... to cause, material damage to the property or reputation of the Employer; (5) failure to perform satisfactorily the material duties of the Executive's position (other than by reason of disability) as reasonably determined by the Board; (6) commission of a felony or any crime of moral turpitude; (7) material failure to comply with the Employer's code of conduct or employment policies, including, without limitation, provisions related to the disclosure of confidential or proprietary information of the Company to any person or organization, including any shareholder of the Company, or disclosure of material non-public information of the Company; (8) breach of the Executive's fiduciary duty or duty of loyalty owing to the Company; or (9) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities after being instructed by the Board cooperate, or the intentional destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement or encouragement of others to fail to cooperate or to produce documents or other materials or information in connection with such investigation. View More

Cause. Means any of (i) the Executive's gross negligence, willful misconduct or willful and continuing failure (except where due to Disability or where performance of the Executive's duties is prohibited by law) or refusal to perform the Executive's duties hereunder, and which action or inaction results in material detriment to the Company or any of its Subsidiaries or Affiliates; (ii) any willful act or omission by the Executive that has had or could reasonably be expected to have a material adverse... effect on the reputation or business of the Company or any of its Subsidiaries or Affiliates; (iii) the Executive's conviction of, or a plea of guilty or no contest or similar plea with respect to, a felony or commission of an act of fraud or embezzlement that results in material injury to the Company; (iv) the Executive's material breach of a fiduciary duty of loyalty to the Company or any of its Subsidiaries or equity owners that results in material injury to the Company; or (v) the Executive's material breach of a material term of this Agreement. Prior to a termination for Cause, the Company shall provide written notice (the "Cause Notice") to the Executive of the reason or reasons for a potential Cause determination no later than forty-five (45) days after any member of the Board first becomes aware of the facts allegedly constituting Cause and the Executive shall, if curable, have ten (10) days to cure the deficiency or deficiencies set forth in the Company's notice. If cured, "Cause" shall no longer apply to the reason or reasons set forth in the Company's notice. If not cured, a termination for Cause shall occur upon the expiration of the ten (10)- day notice period. For purposes of this definition, "willful" shall mean in bad faith and not with the reasonable belief such action or inaction was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to an instruction from the Board to the Executive shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. View More

Cause. For purposes of this Agreement, 'Cause' means the occurrence of any one or more of the following: (i) the Employee's refusal (after written notice and reasonable opportunity to cure) to perform duties properly assigned which are consistent with the scope and nature of the Employee's position; (ii) the Employee's commission of an act materially and demonstrably detrimental to the financial condition and/or goodwill of the Company or any of its subsidiaries, which act constitutes gross negligence... or willful misconduct in the performance of duties to the Company or any of its subsidiaries; (iii) the Employee's commission of any theft, fraud, act of dishonesty or breach of trust resulting in or intended to result in material personal gain or enrichment of the Employee at the direct or indirect expense of the Company or any of its subsidiaries; (iv) the Employee's conviction of, or plea of guilty or nolo contendere to a felony; (v) a material violation of any restrictive covenant with respect to non-competition, non-solicitation, confidentiality or protection of trade secrets (or similar provision regarding intellectual property) by which the Employee is bound under any agreement between the Employee and the Company and its subsidiaries; or (vi) a material and willful violation of the Company's written policies or of the Employee's statutory or common law duty of loyalty to the Company or its affiliates that in either case is materially injurious to the Company, monetarily or otherwise. No act or failure to act will be considered 'willful' (x) unless it is done, or omitted to be done, by the Covered Employee in bad faith or without reasonable belief that the Employee's action or omission was in the best interests of the Company or (y) if it is done, or omitted to be done, in reliance on the informed advice of the Company's outside counsel or independent accountants or at the express direction of the Board. An event described in clauses (i), (ii), (iii), (v) or (vi) of this definition herein shall not be treated as 'Cause' until after the Employee has been given written notice of such event, failure, conduct or breach and the Employee fails to cure such event, failure, conduct or breach within 30 calendar days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is determined by the Company to be incapable of being cured. View More

Cause. The occurrence of any of the following: (a) Executive's material breach of this Agreement, (b) any act (other than retirement) or omission by the Executive which has a material and adverse effect on the Company's business, or on Executive's ability to perform services for the Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) Executive's material misconduct or material neglect of his duties in connection with the business or affairs... of the Company; provided, however, that before terminating Executive's employment for Cause, the Company will (i) provide Executive with 30 days' advance written notice with the event specifically set forth in the notice and the opportunity to cure the event (if curable), (ii) provide Executive a reasonable opportunity to present his case to the Board, and (iii) require that the Board determine, by majority vote, whether Executive's employment should be terminated for Cause. View More