Cause

Cause. That the Board reasonably determines that Executive engaged in: (i) fraud, misappropriation, embezzlement or willful misconduct by Executive; (ii) willful failure by Executive to perform any of his duties after a written notification by the Board which identifies such failure and permits thirty (30) days to rectify such failure; (iii) Executive being convicted of a felony, or any crime or offense involving the Company; (iv) pleading guilty or nolo contendere or being convicted of any other... criminal act, not including traffic offenses; (iv) failure to follow the lawful directions of the Board which, if curable in the judgement of the Board, is not cured within thirty (30) days after Executive's receipt of written notice of his failure to follow such lawful directions; (v) a material breach of this Agreement; which is not cured within ten (10) days after Executive's receipt of written notice of such material breach; or (vi) a determination by the Board that Executive has violated a written policy of the Company against unlawful discrimination or harassment. No act, or failure to act, on the Executive's part shall be deemed "willful" unless committed or omitted by the Executive in bad faith and without reasonable belief that the Executive's act or failure to act was in, or not opposed to, the best interest of the Company. View More

Cause. Shall be determined by the Board in good faith, and shall mean the Employee's (1) material breach of this Agreement, particularly and including, but not limited to, any breach of the confidentiality, non-solicitation, or noncompetition and inventions assignment provisions of the Agreement; (2) willful or grossly negligent conduct (including, but not limited to, fraud or embezzlement), which was not done at the direction of the Board, in connection with his employment, which conduct in the... reasonable determination of the Board has had or will have a material detrimental effect on the Employer's business; (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, business or reputation of the Employer; (5) failure to perform or refusal to perform the material duties of the Employee's position (other than by reason of Disability) after receipt of a written warning from the Board; (6) commission or conviction of, or plea of guilty or nolo contendere to, (x) a felony, or (y) any crime involving fraud, deceit or moral turpitude; or (7) failure to materially comply with the Employer's code of conduct or employment policies (including, but not limited to, any policy regarding equal employment opportunity, discrimination, sexual or other form of harassment, or retaliation). 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 Board in its reasonable discretion: (a) Employee's conviction of, or plea of "guilty" or "no contest" to, any 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; (c) Employee's intentional, material violation of any contract or agreement between Employee and the Company or of any statutory duty owed to the Company; (d) Employee's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (e) gross misconduct; provided, that, with respect to (c) and (d) above, "Cause" will be triggered after Employee has received written notification of such failure from the Board, which, if curable, remains uncured after thirty (30) days written notice from the Board. View More

Cause. (i) conduct by Executive constituting a material act of misconduct in connection with the performance of Executive's duties, including, without limitation, a material misappropriation of funds or property of the Company or any of its subsidiaries or affiliates; (ii) the commission by Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or any conduct by Executive that would reasonably be expected to result in material injury or reputational harm to... the Company or any of its subsidiaries and affiliates; (iii) continued material non-performance by Executive of his duties hereunder (other than by reason of Executive's physical or mental illness, incapacity or disability) which has continued for more than 10 days following written notice of such non-performance from the Board; (iv) a material breach by Executive of the Proprietary Information and Assignment Agreement (defined below), any other agreement with the Company or its affiliates, or of any duty owed to the Company or its affiliates, which breach is not cured (if curable) within 10 days after the delivery of written notice thereof; (v) a material violation by Executive of the Company's written employment policies, including policies prohibiting sexual harassment, which violation is not cured (if curable) within 10 days after the delivery of written notice thereof; (vi) alcohol abuse or use of controlled substances (other than prescription drugs taken in accordance with a physician's prescription); or (vii) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the 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. For avoidance of doubt, a termination of Executive's employment due to his Disability will not constitute a termination without Cause. View More

Cause. (a) the Executive's willful and continued failure (other than as a result of physical or mental illness or injury) to perform the Executive's material duties to the Company Group (it being understood that actions taken by Executive in good faith and in furtherance of the best interests of the Company will not be deemed to be willful for this purpose), which continues beyond 10 business days after a written demand for substantial performance is delivered to the Executive by the Board (which... demand shall identify and describe such failure with sufficient specificity to allow the Executive to respond); (b) willful or intentional conduct that causes material and demonstrable injury, monetarily or otherwise, to the Company, which is not cured within 10 business days after written notice of the conduct is delivered to the Executive by the Company (which notice shall identify and describe such conduct with sufficient specificity to allow the Executive to respond); (c) conviction of, or a plea of guilty or nolo contendere to, a crime constituting a felony under the laws of the United States or any state thereof, or a misdemeanor involving moral turpitude; (d) a material violation of the Company's code of conduct (which shall have been provided to the Executive), subject to reasonable notice and opportunity (and, in any event, at least 10 business days from when written notice of the violation is delivered to the Executive by the Company (which notice shall identify and describe such violation with sufficient specificity to allow the Executive to respond)) to cure (if curable, without being inconsistent with the interests of the Company, as reasonably determined in good faith by the Board); or (e) the Executive's material breach of this Agreement or any other material agreement with the Company, which is not cured within 10 business days after written notice of the breach is delivered to the Executive by the Company (which notice shall identify and describe such breach with sufficient specificity to allow the Executive to respond) View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) the indictment of Executive for (or conviction of or plea of no contest or similar plea to) a felony or a misdemeanor involving fraud, dishonesty or moral turpitude; (ii) Executive's continuing refusal to substantially perform his obligations and duties to the Company (except by reason of incapacity due to illness or accident) if he shall have failed to remedy the alleged breach caused by such conduct... within 30 days from the date written notice is given by the Company demanding that he remedy the alleged breach caused by such conduct; (iii) Executive's breach of a material provision of this Agreement or a material provision of any other agreement between Executive, on the one hand, and the Company or any of its subsidiaries or affiliates, on the other; (iv) Executive's habitual intoxication or drug addiction; (v) Executive's misappropriation of the material assets of the Company; or (vi) Executive engaging in illegal conduct which places the Company at risk of significant liability. View More

Cause. One or more of the following: (i) the Employee's willful failure to perform his duties hereunder or the lawful directives of the Company's Board of Directors or nominees thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, the Employee to, a felony or a crime involving moral turpitude, (iii) the Employee's commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee of the Company that could... reasonably be expected to materially impair or damage the property, goodwill, reputation, business or finances of the Company, (iv) the Employee's willful and material violation of the Company's policies regarding ethics or conduct (including sexual harassment and other similar policies) that could reasonably be expected to impair or damage the property, goodwill, reputation, business or finances of the Company or its affiliates or (v) the Employee's breach of his obligations under the Confidentiality Agreement. View More

Cause. A conviction of the Executive, or a plea of nolo contendere, to a felony; or willful misconduct or gross negligence by the Executive conduct by the Executive causing material economic harm to the Company; or a failure by the Executive to carry out the reasonable and lawful directions of the Board of Directors or the Executive's supervisor; or fraud, embezzlement, theft or dishonesty by the Executive against the Company or any Affiliate of the Company, or a violation by the Executive of a policy... or procedure of the Company or any Affiliate; or a breach by the Executive of the Agreement. View More

Cause. For purposes of this Agreement, "Cause" for termination means: (a) your repeated failure to satisfactorily perform your job duties following written notice of such failure by the Board to you and your failure to cure such failure within thirty (30) calendar days following the date you receive such written notice; (b) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (c) your attempted commission... of, or participation in, a fraud or act of dishonesty against the Company, its affiliates, employees, agents or customers, or your intentional misappropriation for your personal use or benefit of any funds; (d) your engaging, or in any manner participating, in any activity which is directly competitive with or materially injurious to the Company or which violates any material provisions of Section 10 hereof or the Confidentiality Agreement, or any other unauthorized use or disclosure of the Company's confidential information or trade secrets; (e) your intentional, material violation of any contract or agreement between you and the Company or of any statutory duty owed to the Company; or (f) your gross misconduct. The determination that your employment hereunder was terminated either for Cause or without Cause will be made in good faith by the Company in its sole discretion. Any determination by the Company that your employment was terminated by reason of dismissal without Cause for the purposes of paying your Base Salary in semimonthly payments at the rate in effect at the time of termination, for a period of six (6) months following your termination, shall have no effect upon any determination of the rights or obligations of the Company or you for any other purpose. View More

Cause. One or more of the following events, as determined by the majority of disinterested members of the Board: (i) Executive's commission of theft, embezzlement, fraud, dishonesty, misappropriation, or similar conduct against the Company, any subsidiary or any affiliated entity; (ii) Executive's conviction for, or entry of a plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude; or (iii) Executive's gross negligence or willful or intentional misconduct in the... performance of Executive's duties. View More