Cause

Cause. For purposes of this Agreement, 'Cause' shall mean the occurrence of any of the following: (A) Executive's embezzlement or wrongful diversion of funds of Company or any affiliate or client of the Company confirmed by an outside auditor, or proven commission of any other fraud against the Company or any affiliate or client of the Company which materially adversely affects the Company; (B) Executive's being convicted of (or pleading guilty or no contest to) a felony or any crime of moral... turpitude; (C) Executive's commission of gross negligence or an act of willful malfeasance, or gross and deliberate disregard of Executive's duties and responsibilities; (D) Executive's material violation of the Company's EEO/harassment policy; or (E) Executive's material violation of the CIIAA, provided that the Company has delivered to Executive written notice describing such material breach with specificity and Executive has not cured the same within thirty (30) days following receipt of such notice. View More

Cause. For the Company to terminate Executive's employment hereunder means the occurrence of any of the following events: (i) Executive's commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof; (ii) Executive's attempted commission of, or participation in, a fraud or material act of dishonesty against the Company; (iii) Executive's intentional, material violation of any material contract or material agreement between Executive and... the Company (including this Agreement and/or the PIICA (as defined below)) or of any statutory duty owed to the Company that is not cured within thirty days following the issuance of written notice from the Company to the Executive reasonably explaining the basis for the Company's conclusion that said violation has occurred, provided that notice and opportunity to cure shall not apply where the violation is not reasonably susceptible of cure; (iv) Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) Executive's gross misconduct relating to the business affairs of the Company. Executive's termination will not be considered for Cause unless it is approved by a majority vote of the members of the Board or an independent committee thereof. It is understood that good faith decisions of Executive relating to the conduct of the Company's business or the Company's business strategy will not constitute "Cause." View More

Cause. Means the occurrence of any of the following actions or events: (i) Executive's willful material misconduct or material breach of any written agreement between Executive and the Company (including without limitation this Agreement or the Executive's Confidentiality Agreement), (ii) Executive's conviction of, or plea of guilty or no contest to, any felony, or of or to a crime involving moral turpitude, (iii) the performance of an illegal act by Executive while purporting to act on the Company's... behalf, or engaging in activities directly in competition or antithetical to the best interests of the Company or any Affiliate, including but not limited to material personal dishonesty, in each case, which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any Affiliate, (iv) fraud or unauthorized use or disclosure of confidential information or trade secrets of the Company or any Affiliate or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive's relationship with the Company, (v) an intentional violation of any federal, state or local law or regulation applicable to the Company or any Affiliate or their business, or (vi) Executive's continued failure to perform Executive's duties or responsibilities to the Company or any Affiliate or deliberate violation of a Company policy, including but not limited to those relating to insider trading or sexual harassment in each case as determined by the Board, in its sole discretion. Notwithstanding the foregoing, Cause shall only exist after; (x) the Board delivers written notice to Executive of the Board's determination that Cause exists; (y) such notice sets forth in reasonable detail such facts and circumstances, along with the Board's determination, in its discretion, of whether such events are reasonably capable of being corrected; and (z) only if the Board has determined that such events are reasonably capable of being corrected, Executive has failed to fully correct any of the events listed above within 10 days following delivery to Executive of the Board's written notice of its determination that Cause exists. For the avoidance of doubt, in the event the Board determines, in its discretion, that such events constituting Cause are not reasonably capable of being corrected, Cause shall be deemed to exist immediately upon the Board's delivery of the written notice described in the foregoing clauses (x) and (y). View More

Cause. The Executive's (1) breach of any material provision of this Agreement or any confidentiality, non-solicitation, non-competition or inventions assignment agreement with the Company; (2) commission of an act of dishonesty, fraud, embezzlement or theft; (3) engagement in conduct that causes, or is likely to cause, material damage to the property or reputation of the Company; (4) willful failure to perform the material duties of Executive's position (other than by reason of Disability) that is not... cured to the satisfaction of the CEO within five days after the Company's written notice to the Executive specifying the failure; (5) commission of a felony or any crime of moral turpitude; or (6) material violation of the Company's code of conduct or written employment policies, which is not cured (if susceptible to cure) to the satisfaction of the CEO within five days after the Company's written notice to the Executive specifying the breach or violation. View More

Cause. Any of the following: (a) Employee's material breach of any agreement with the Company, including the Confidentiality Agreement, or any policy of the Company, which breach has not been cured within twenty (20) days following written notice to Employee thereof; (b) Employee's conviction of, or pleading guilty or nolo contendere to, a felony or any other crime involving dishonesty, breach of trust, moral turpitude, or physical harm to any person (including, without limitation, the Company or any... of its employees); (c) Employee's act of fraud, misconduct, intentional misrepresentation or dishonesty in connection with Employee's duties or otherwise with the business of the Company; (d) Employee's material breach in the performance of duties under this Agreement, including insubordination or excessive tardiness, or failure to implement or follow a lawful policy or directive of the Company, in each case where such failure is not cured within twenty (20) days following written notice to Employee thereof; (e) Employee's commission of any act or omission of gross negligence or willful misconduct in the performance of Employee's duties; or (f) Employee being under the influence of alcohol or non-prescription drugs, during work activities, except that "Cause" shall not include Employee's proper use of prescription drugs with a valid prescription or proper use of over-the- counter medications in accordance with the manufacturer's recommendations or a physician's directions or Employee's modest consumption of alcohol during business dinners or other work-related social events. View More

Cause. For purposes of this Agreement, "Cause" for termination will mean: (a) Executive's willful failure substantially to perform his duties and responsibilities to the Company or willful, material violation of a policy of the Company; (b) Executive's commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (c) Executive's willful breach of any of his obligations under any written... agreement or covenant with the Company; (d) Executive's material and willful violation of a federal or state law or regulation applicable to the business of the Company; and (e) Executive's conviction or plea of guilty or no contest to a felony. View More

Cause. For purposes of this Agreement, Executive shall have "Good Reason" for resignation from employment with the Company if any of the following actions are taken by the Company or a successor corporation or entity without Executive's prior written consent: (a) a material reduction in Executive's base salary, which the Parties agree is a reduction of at least 10% of Executive's Base Salary (unless pursuant to a salary reduction program applicable generally to the Company's similarly situated... employees); (b) a material reduction in Executive's duties (including responsibilities and/or authorities), provided, however, that a change in job position (including a change in title) shall not be deemed a "material reduction" in and of itself unless Executive's new duties are materially reduced from the prior duties; or (c) relocation of Executive's principal place of employment to a place that increases Executive's one-way commute by more than thirty-five (35) miles as compared to Executive's principal place of employment immediately prior to such relocation. In order to resign for Good Reason, Executive must provide written notice to the Board within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 30 days after the expiration of the cure period. View More

Cause. The occurrence of any of the following events, in each instance that has a material adverse impact on the Company or any successor or affiliate thereof as determined by the Chief Executive Officer in its reasonable discretion: (a) Employee's conviction of, or plea of "guilty" or "no contest" to, any non-vehicular felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (b) Employee's commission of, or participation in, a fraud... or act of dishonesty or other illegal act against the Company that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (c) Employee's intentional, material violation of any contract or agreement between Employee and the Company or any material Company policy or of any statutory duty owed to the Company; (d) Employee's intentional unauthorized use or disclosure of the Company's confidential information or trade secrets; (e) Employee's gross misconduct; or (f) Employee's ongoing and repeated failure or refusal to perform or neglect of Employee's duties as required by this Agreement or Employee's ongoing and repeated failure or refusal to comply with the lawful instructions given to Employee by the Chief Executive Officer, which failure, refusal or neglect continues for thirty (30) days following Employee's receipt of written notice from the Chief Executive Officer stating with specificity the nature of such failure, refusal or neglect; provided that it is understood that this clause (f) shall not permit the Company to terminate Employee's employment for Cause solely because of (i) Employee's failure to meet specified performance objectives or achieve a specific result or outcome, or (ii) Company's dissatisfaction with the quality of services provided by Employee in the good faith performance of Employee's duties to the Company; provided, that, with respect to (c),(d), (e) and (f) above, "Cause" will be triggered after Employee has received written notification of such failure from the Chief Executive Officer, which, if curable, remains uncured after thirty (30) days written notice from the Chief Executive Officer. Employee shall be provided an opportunity to be heard prior to the final decision to terminate Employee's employment hereunder for such "Cause," and any determination of Cause by the Chief Executive Officer or the Company will be made in good faith. View More

Cause. For purposes of this Agreement shall mean any or more of the following occurrences: (i) commission of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud against the Company; (iii) willful and material breach of Employee's duties that has not been cured within thirty (30) days after written notice from the board of directors of the Company (the "Board") of such breach; (iv) intentional and material damage to the Company's property; or (v) material... breach by Employee of her Employee Proprietary Information and Inventions Assignment. Any termination for "Cause" hereunder must be determined by two-thirds (2/3rd) vote of the Board, with Employee first having been given specific written explanation of the basis for the "Cause" determination and an opportunity to appear before the Board prior to final Board action. View More

Cause. The Board of Directors' determination in good faith that Executive has: (i) failed, disregarded or refused to substantially perform his duties and obligations to Company as required by this Agreement and the Board of Directors (other than any such failure resulting from his Disability or Executive's termination of his employment with Company for any reason); (ii) breached a fiduciary responsibility to Company in any material respect; (iii) commission of an act of fraud, embezzlement or other... misappropriation of funds; (iv) breached any confidentiality or proprietary information agreement in any material respect between Executive and Company; (v) acted with gross negligence or willful misconduct when undertaking Executive's duties; (vi) breached this Agreement; (vii) Executive's excessive and unreasonable absences from Executive's duties for any reason (other than authorized leave or leave required by law or as a result of Executive's Disability); or (viii) Executive's indictment for, conviction of, or plea of guilty or nolo contendere to, (A) a felony, (B) a misdemeanor (other than traffic or motor vehicle violations), or (C) any other act, omission or event that, in any such case, has caused or is likely to cause economic harm to Company or any of its Subsidiaries or the image, reputation and/or goodwill of Company or its Subsidiaries or that Company in good faith believes is reasonably likely to cause material harm to the image, reputation and/or goodwill of Company or its Subsidiaries, their respective products, services and/or trade/service marks; Notwithstanding the foregoing, prior to Company's termination of Executive for Cause under clauses (i) or (vi) above, Company shall give Executive written notice specifying in reasonable detail the existence of any condition and Executive shall have 30 days from the date of Executive's receipt of such notice in which to cure the condition giving rise to Cause View More