Cause

Cause. In order to terminate your employment for Cause pursuant to (a) or (d), but only to the extent the Board determines in its reasonable discretion that such breach is amenable to cure, the Board must provide you written notice within thirty (30) days after the first occurrence of the event giving rise to Cause setting forth the basis for the existence of Cause, allow you thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such... period, the Company must terminate your employment not later than thirty (30) days after the expiration of the cure period. View More

Cause. The term "Cause" shall mean: (i) any material breach by you of any agreement to which you and the Company are both parties that is injurious to the Company; (ii) gross negligence in the performance of, or a willful failure to perform, your services to the Company, which breach, negligence or failure, as applicable, is not cured within thirty (30) days following written notice by the Company; (iii) commission by you of a felony or other crime involving moral turpitude; or (iv) willful misconduct... by you which has, or could reasonably be expected to have, a material adverse effect upon the business, interests or reputation of the Company. View More

Cause. (i) the arrest, indictment, conviction or plea of guilty or no contest for any felony or any misdemeanor involving acts of dishonesty or moral turpitude which in the estimation of the Board, acting reasonably, would disqualify you from serving as an executive officer of the Company; (ii) the willful commission of an act involving misappropriation, embezzlement or fraud which involves a material matter with respect to the Company or any of its customers or suppliers; (iii) substantial and... repeated failure to perform duties of the office you hold as reasonably directed by the Board; (iv) gross negligence or willful misconduct with respect to the Company that is or could reasonably be expected to be harmful to the Company in any material respect; (v) willful conduct bringing the Company into substantial public disgrace or disrepute, and (vi) any material breach by you of this Agreement or any of the Company's material policies. Any determination of Cause by the Company will be made by a resolution approved by a two-thirds majority of the members of the Board, provided that no such determination of Cause may be made until you have been given written notice detailing the specific Cause event (which such notice must be provided to you within 30 days of the occurrence of the alleged event constituting Cause), and you have been given a period of at least 30 days following receipt of such notice to cure such event (if susceptible to cure). To the extent an event is not so cured or deemed not susceptible to cure, the Board shall provide you with an opportunity on at least ten days advance written notice to appear (with legal counsel) before the full Board to discuss the specific circumstances alleged to constitute a Cause event. For purposes of this definition, an act, or a failure to act, shall not be deemed willful or intentional, as those terms are defined herein, unless it is done, or omitted to be done, by you in bad faith or without a reasonable belief that your action or omission was in the best interest of the Company. View More

Cause. The occurrence of any of the following: (i) Executive's conviction of any felony or any crime involving fraud or dishonesty; (ii) Executive's participation in fraud, act of dishonesty or act of gross misconduct against the Company and/or its Board that results in material and demonstrably financial or reputational harm to the Company; or (iii) Executive's material violation of any statutory or fiduciary duty, or duty of loyalty, owed to the Company

Cause. For purposes of this Agreement, "Cause" shall mean (a) Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company; (b) Executive's material breach of any agreement between Executive and the Company, including, without limitation, the breach of any applicable non-competition or non-solicitation obligations; (c) Executive's material failure to comply with the Company's written policies or... rules, which failure causes material harm to the Company; (d) Executive's commission of, or plea of "guilty" or "no contest" to, a felony or any crime involving fraud or moral turpitude under the laws of the United States, any State or other jurisdiction; or (e) Executive's gross negligence or willful misconduct, in either case which causes material harm to the Company. In order for the termination of Executive's employment to constitute a termination for "Cause" pursuant to clause (b), the Company must first provide Executive with written notice of the acts or omissions constituting the grounds for "Cause" within 90 days of the initial existence of such grounds for "Cause" and allow Executive 30 days in which to cure such condition, and only if such condition has not been cured after the conclusion of such 30-day period shall Cause be deemed to have occurred. View More

Cause. Any action or inaction involving Executive's moral turpitude, misfeasance, malfeasance, willful misconduct, gross negligence, a breach of fiduciary duty or a breach of any non-competition, non-solicitation or confidentiality obligations to the Company or the Group.

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) Executive's (A) willful refusal (other than due to physical or mental incapacity) to substantially perform the duties associated with Executive's position with the Company or (B) refusal (other than due to physical or mental incapacity) to carry out the reasonable and lawful instructions of the Board concerning duties or actions consistent with the Executive's position with the Company, in each case which... has remained uncured for a period of thirty (30) days following written notice from the Company; (ii) Executive's material breach of Section 5 of this Agreement or material violation of a Company Policy if such violation of Company Policy could reasonably be expected to have a material detrimental effect on the Company's reputation or business, that, in either case, to the extent capable of cure, has remained uncured for a period of thirty (30) days following written notice from the Company; (iii) Executive's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude which the Board believes has had or would reasonably be expected to have a detrimental effect on the Company's reputation or business; or (iv) Executive's commission of any act of fraud, embezzlement, willful misappropriation, or willful misconduct against the Company or any of its subsidiaries. For purposes of this definition, an action or inaction is only "willful" if it is done or omitted by Executive without a good faith belief that such action or inaction is in the best interests of the Company. No action or inaction based upon direction of the Board or advice of counsel to the Company shall constitute Cause. Poor performance shall not, in and of itself, constitute Cause. No termination of Executive's employment for Cause shall occur absent a resolution of the Board and the reasonable opportunity for Executive (with Executive's counsel) to be heard before the Board. Any notification for termination for Cause shall occur within ninety (90) days following the Board's first becoming aware of the action or inaction constituting Cause. View More

Cause. For purposes of this Agreement, 'Cause' means and only means any of the following: (i) a conviction of, or plea of 'guilty' or 'no contest' to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that causes material harm to such entity, but excluding any disclosure required by... subpoena, court order or applicable law; (iii) Executive's fraud, gross negligence or willful misconduct that causes material harm to the Company; (iv) Executive's continuing failure to perform Executive's assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive's material breach of any written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of written notice thereof from the Company that specifies such material breach; (vi) Executive's material failure to comply with the Company's reasonable and legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of notice thereof from the Company that specifies such material failure; or (vii) Executive's 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 Executive's cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any successor or affiliate thereof to discharge or dismiss Executive for any other acts or omissions, but such other acts or omissions shall not be deemed or construed, for purposes of this Agreement, to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Board in its judgment and discretion, which shall be exercised in good faith. View More

Cause. As determined in the reasonable judgment of a majority of disinterested members of the Board with the Executive abstaining from such vote to the extent the Executive is a member of the Board: (A) conviction of, or plea of nolo contendere to, any felony or of any other crime involving dishonesty or moral turpitude; (B) Executive's breach of any material provision of this Agreement, the Consulting Agreement or the Restrictive Covenant Agreement; (C) Executive's refusal to abide by or comply with... lawful directives of the Company or Board (not to include any individual or Company performance-based criteria); (D) Executive's willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, including, without limitation, any willful breach of Executive's fiduciary duty to the Company; (E) intentional and material damage to any property of the Company; (F) threats, acts of violence or unlawful harassment in the workplace or in the course or scope of any business activity on behalf of the Company; or (G) conduct by Executive which demonstrates gross unfitness to serve (with "gross unfitness to serve" defined to mean, (i) improper fraternization, flirtation and/or advances made by Executive to any Company personnel or any customers or prospects of the Company, (ii) use of alcohol or drugs that interferes with the performance of Executive's duties or compromises the integrity and reputation of the Company, (iii) unauthorized possession of weapons, firearms, ammunitions or explosives by Executive while on Company premises, or while rendering services on behalf of the Company, or (iv) making malicious or derogatory statements that are reasonably likely to damage the integrity or reputation of the Company, its products and performance, or its officers, employees or directors). Prior to any termination pursuant to each such event listed above, to the extent such event(s) is capable of being cured by Executive, the Company shall give the Executive written notice thereof describing in reasonable detail the circumstances constituting Cause and the Executive shall have the opportunity to remedy same within twenty (20) days of receiving written notice View More

Cause. Shall mean determination by the Board in good faith, after providing the Executive with an opportunity, within seven (7) days after written notice to the Executive, to appear before and address the Board in connection with the Board's potential 7 determination of Cause, 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, 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 in connection with his employment, which conduct in the reasonable determination of the Board has had or is reasonably likely to have a material detrimental effect on the Employer's business; (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 after receipt of a written warning from the Board; (6) commission of a felony or any crime of moral turpitude; or (7) material failure to comply with the Employer's code of conduct or employment policies. View More