Cause

Cause. Means, with respect to Executive, one or more of the following, in each case as determined by the Board in good faith: (i) Executive is formally charged by a governmental agency or authority with a felony or other crime involving moral turpitude (not including a felony or other crime based upon the operation of a motor vehicle while under the influence of alcohol), (ii) an intentional act or omission by Executive involving dishonesty or fraud with respect to the Company or any of its Affiliates... or any of their customers or suppliers; (iii) failure to perform material duties as lawfully directed by the Board which is not cured to the Board's reasonable satisfaction within five (5) days after written notice thereof to Executive; (iv) any act or omission aiding or abetting a competitor, supplier or customer of the Company or any of its Affiliates to the material disadvantage or detriment of the Company and/or its Affiliates; (v) breach of fiduciary duty which results in material harm to the Company; (vi) gross negligence or willful misconduct with respect to the Company or any of its Affiliates (which, in the case of gross negligence, results in material harm to the Company); (vii) continued or repeated absence from the workplace, unless such absence is (A) in compliance with this Agreement, Company policy or approved or excused by the Board or (B) is the result of Executive's illness or Disability; (viii) continued abuse of alcohol or illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company or its Affiliates substantial public disgrace or disrepute or substantial economic harm; or (ix) any other material breach of this Agreement which is not cured to the Board's reasonable satisfaction within five (5) days after written notice thereof to Executive. View More

Cause. The occurrence of any of the following circumstances: (i) gross negligence or willful misconduct by you (including any gross and willful breach of material Company policies or of material obligations to the Company), (ii) your indictment for, conviction of, or pleading guilty or nolo contendere to, a felony under the laws of the United States or any State thereof, (iii) your unauthorized use or disclosure of the Company's confidential information or trade secrets, which use or disclosure causes... material harm to the Company or (iv) your failure to cooperate reasonably and in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your reasonable and truthful cooperation; provided that, in the case of clauses (i), (iii) or (iv), you have received written notification from the Company describing the nature of the failure or breach constituting Cause in reasonable detail and you have not cured that failure or breach within 10 days following such notice (to the extent curable). For purposes of this Section 12(a), no action or inaction shall be treated as "willful" unless it is action or inaction committed or omitted in bad faith and with no reasonable belief it was in the interests of the Company. View More

Cause. The occurrence of any of the following: (i) Employee has been indicted or convicted of a felony or a serious crime involving moral turpitude, including any plea of guilty or nolo contendere; (ii) Employee has engaged in fraudulent or materially dishonest actions in connection with the performance of his or her duties hereunder; (iii) Employee's willful and grossly negligent or repeated refusal to perform his or her material duties or responsibilities after written notice of such failure; (iv)... Employee's material violation of any material written policies and procedures of the Company; and/or (v) Employee's material breach of any of the material terms of this Agreement or any other material agreement that Employee now has or later has with the Company and/or any of its affiliates that is not cured within fifteen days (15) days after written notice thereof. View More

Cause. That the Company makes a good faith determination that Arnett has: (1) violated any Company policy or procedure that causes material harm or risk to the Company including but not limited to sexual harassment, misappropriation, or fraud; (2) been convicted of a crime which is injurious to the Company's operation or reputation; (3) engaged in a material breach of the Arnett's employment agreement; (4) engaged in willful failure or willful inability to perform Arnett's duties under the Arnett's... employment agreement; (5) engaged in any act or omission, which in any material way impairs the reputation, goodwill or business position of the Company; or (6) Arnett is prohibited by order of a government agency or court from being employed by the Company or any Company Affiliate in the role set forth in the Arnett's employment agreement. A termination will not be for "Cause" to the extent such conduct is curable, unless Company shall have notified Arnett in writing describing such conduct and prescribing conduct required to cure such conduct and Arnett shall have failed to cure such conduct within ten (10) business days after his receipt of such written notice. For purposes of this definition of Cause, no act or failure to act on the part of Arnett shall be considered willful if it is done, or omitted to be done, by Arnett in good faith and with a good faith belief that Arnett's act or omission was in the best interests of Company. View More

Cause. Means, with respect to Executive, one or more of the following: (i) commission of, or indictment for, a felony or a crime involving moral turpitude; (ii) commission of an act or omission to act with respect to the Company or any of its Affiliates or Subsidiaries or any of their customers or suppliers involving dishonesty, disloyalty, or fraud; (iii) conduct that brings or is reasonably likely to bring the Company or its Affiliates or Subsidiaries into public disgrace or disrepute; (iv) repeated... failure to perform duties as reasonably directed by the Board; (v) gross negligence or willful misconduct with respect to the Company or any of its Affiliates or Subsidiaries; (vi) material breach of the Company's Code of Conduct as amended from time to time; or (vii) any breach by Executive of Sections 5 or 21 of this Employment Agreement. With respect to subsection (iv) herein, "Cause" shall only exist if Executive fails to cure the alleged infraction within ten (10) days of receiving written notice from the Company. View More

Cause. (1) Executive pleads "guilty" to or is convicted of any act that is defined as a felony under federal or state law, in connection with the performance of Executive's obligations to the Company and materially and adversely affects Executive's ability to perform such obligations; (2) The commission and conviction by Executive of an act of fraud or embezzlement against the Company, as determined by a court of competent jurisdiction;

Cause. The occurrence of any one or more of the following: (i) your commission of any crime involving fraud, dishonesty or moral turpitude; (ii) your attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the business of the Company; (iii) your intentional, material violation of any contract or agreement between you and the Company or any statutory duty you owe to the Company; or (iv) your... conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company; provided, however, that the action or conduct described in clauses (iii) and (iv) above will constitute "Cause" only if such action or conduct continues after the Company has provided you with written notice thereof and thirty (30) days to cure, or otherwise remedy to the extent possible under direct control of you, the same. An occurrence of "Cause" as set forth in the preceding sentence shall be based upon a good faith determination by the Company Board. View More

Cause. Means shall mean the occurrence of: (i) Executive's willful misconduct or gross negligence in performance of Executive's duties, including Executive's refusal to comply in any material respect with the legal directives of the Board so long as such directives are not inconsistent with Executive's position and duties, and such refusal to comply is not remedied within ten (10) working days after written notice from the Company, which written notice shall state that failure to remedy such conduct... may result in termination for cause; (ii) Executive's dishonest or fraudulent conduct, a deliberate attempt to do an injury to the Company or the conviction of a felony; or (iii) Executive's breach of the Proprietary Information and Inventions Agreement entered into with the Company. View More

Cause. For purposes of this Agreement, 'Cause' for termination will mean: (a) Executive's willful and continued failure substantially to perform his duties and responsibilities to the Company hereunder in accordance with the lawful instructions of the Board, or a willful, material violation of a material policy of the Company that has caused or is reasonably expected to result in material injury to the Company, in either case which, if curable, Executive fails to cure within thirty (30) business days... following written notice from the Board; (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, which, if curable, Executive fails to cure within thirty (30) business days following written notice from the Board; or (d) Executive's material and willful violation of a federal or state law or regulation applicable to the business of the Company that has caused or is reasonably expected to result in material injury to the Company. View More

Cause. Means (a) Executive's commission of an act of fraud or embezzlement against the Company or any of its Affiliates or a breach of Executive's fiduciary duty to the Company; (b) any conviction of, or plea of guilty or nolo contendere by, Executive with respect to a felony (other than a traffic violation); or (c) Executive's material breach of the terms of this Agreement or any other agreement between Executive and the Company or of a material written policy or code of conduct of the Company, or... any of its Affiliates; provided, however, that Cause shall not be deemed to exist under clause (d), unless Executive has first been given reasonably detailed written notice of the grounds for such Cause and Executive has not contested such grounds and in the event Executive contests such grounds, the final determination of such issue by a court. View More