Cause

Cause. (i) the indictment or conviction of, or plea of "guilty" or "no contest" to, a felony or a crime involving moral turpitude (excluding a traffic violation not involving any period of incarceration) or the commission of any other act or omission involving dishonesty or fraud by You or at Your direction with respect to, and materially adversely affecting the business affairs of, the Company or any of its affiliates or any of their customers or suppliers, (ii) conduct tending to bring the Company... or any of its affiliates into substantial public disgrace or disrepute that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliates, (iii) substantial and repeated failure or refusal to perform duties of the office held by You as reasonably directed by the Company (other than any such failure resulting from Your incapacity due to injury or illness), and such failure is not cured within thirty (30) days after You receive written notice thereof from the Company that specifically identifies the manner in which the Company believes You have not substantially performed Your duties, (iv) gross negligence or willful misconduct with respect to the Company or any of its affiliates that causes (or could reasonably be expected to cause) substantial injury to the business, reputation and/or operations of the Company or such affiliate, or (v) any material breach of the policies of the Company (as set forth in the manuals or statements of policy of the Company), this Agreement or the Covenants Agreement (defined below). For purposes of this provision, no act or failure to act on Your part shall be considered "willful" unless it is done, or omitted to be done, by You in bad faith or without reasonable belief that Your action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by You in good faith and in the best interests of the Company. If, within thirty (30) days subsequent to Your termination for any reason, it is discovered that Your employment could have been terminated for Cause, as determined by the Board in its good faith, Your employment will be deemed to have been terminated for Cause for all purposes under this Agreement, You will be required to disgorge to the Company all amounts received by You pursuant to this Agreement on account of such termination that would not have been payable to You had such termination been by the Company for Cause, and the Company will be released from any further obligation to provide any You with any separation payments or benefits of any kind. View More

Cause. Means (i) (A) the willful failure or refusal of the Executive to perform material responsibilities set forth herein (including Executive's failure to devote time and attention to his duties hereunder or failure to regularly attend Board or office meetings); (B) the Executive's willful failure to carry out, or comply with, in any material respect any lawful directive of the Board; (C) dishonesty by the Executive to the Board with respect to any material matter; (D) misappropriation of funds or... property of the Company or any of its Subsidiaries or Affiliates by the Executive other than the occasional, customary and de minimis use of Company property for personal purposes; or (E) a breach by the Executive of this Agreement or other agreement with the Company (including, without limitation, the Restrictive Covenants Agreement); provided, in the case of each of clause (i)(A)-(E), if the Board (excluding any Manager as to whom Cause is alleged to have occurred) determines reasonably and in good faith that such act can reasonably be cured, that the Company has provided 30 days' prior written notice to the Executive of such conduct and the Executive has failed to cure such conduct within such 30 day period in the manner identified by the Board; (ii) the arrest or charging of the Executive for (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, and which is materially detrimental to the Company and its Subsidiaries and Affiliates (including material reputational harm); or (iii) the Executive's engagement in on-the-job conduct that consists either of gross misconduct or a material violation of the Company or any of its Subsidiaries' or Affiliates' written code of ethics or Company policies, and which is materially detrimental to the Company and its Subsidiaries and Affiliates (including material reputational harm) View More

Cause. (a) Cause. "Cause" means that one or more of the following has occurred: (i) Executive's conviction of a felony, either in connection with the performance of Executive's obligations to the Company or which otherwise materially and adversely affects Executive's ability to perform such obligations; (ii) Executive's willful disloyalty to the Company or deliberate material dishonesty to the Company; 6 (iii) The commission by Executive of an act of fraud or embezzlement against the... Company; (iv) Executive's willful, substantial failure to perform any of Executive's duties hereunder or Executive's deliberate failure to follow reasonable, lawful directions of the Board, which failure, if capable of being cured, is not cured within 30 days after delivery to Executive by the Company of written notice of such failure; (v) A material breach by Executive of this Agreement which breach is not cured within 30 days after delivery to Executive by the Company of written notice of such breach; or (vi) Executive's violation of the Company's Code of Ethics (or similar written policies concerning ethical behavior). View More

Cause. One or more of the following: (i) the commission of a felony or other crime involving moral turpitude or the commission of any other material act or omission involving dishonesty, disloyalty or fraud with respect to Employer or its Affiliates or any of their business relations, (ii) reporting to work under the influence of alcohol or any use of illegal drugs (whether or not at the workplace). (iii) intentional misconduct or grossly negligent or reckless conduct causing Employer material... economic harm, (iv) material failure to perform duties as reasonably directed by the Board, if such failure shall continue beyond a period of thirty (30) days immediately after delivery of written notice thereof from a member of the Board to Employee, (v) any willful act or omission intended to aid or abet a competitor, supplier or customer of Employer to the material disadvantage or detriment of Employer, (vi) gross misconduct by Employee that has reflected so seriously on his reputation as to prejudice the interest of Employer if Employee were to continue to be retained as one of Employer's employees, (vii) breach of fiduciary duty or willful misconduct in the performance of duties under this Agreement causing Employer material economic harm to Employer, (viii) the willful violation by Employee of any material workplace policies and procedures of Employer, or any law, regarding employment discrimination or sexual harassment. or (ix) any other material breach of this Agreement. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i)Executive's failure to (A) substantially perform Executive's duties with the Company (other than any such failure resulting from Executive's Disability) or (B) comply with, in any material respect, any of the Company's Policies; provided that such "Cause" shall be deemed to occur only after the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting "Cause,"... and, to the extent curable and correctable and the failure is not another breach after a prior cure period, the Executive fails to cure and correct his conduct within thirty (30) days after such notice; (ii)the Board's determination that Executive failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board; provided that such "Cause" shall be deemed to occur only after the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting "Cause," and, to the extent curable and correctable and the failure is not another failure after a prior cure period, the Executive fails to cure and correct his conduct within thirty (30) days after such notice; (iii)Executive's breach of a material provision of this Agreement or the Proprietary Information Agreement; provided that such "Cause" shall be deemed to occur only after the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting "Cause," and, to the extent curable and correctable and the failure is not another breach after a prior cure period, the Executive fails to cure and correct his conduct within thirty (30) days after such notice;. (iv)Executive's conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; (v)Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement; or (vi)Executive's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates. View More

Cause. For termination will mean your: (a) conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) your commission or attempted commission of or participation in a fraud or act of material dishonesty or misrepresentation against the Company; (c) material breach of your duties to the Company; (d) intentional damage to any property of the Company; (e) willful misconduct, or other willful violation of Company... policy that causes material harm to the Company; or (f) material violation of any written and fully executed contract or agreement between you and the Company, including without limitation, material breach of your Confidentiality Agreement, or of any statutory duty you owe to the Company. No Cause shall exist unless the Company has provided you with written notice of termination describing the particular circumstances giving rise to Cause (which notice shall be delivered within thirty (30) days of the initial occurrence or discovery by the Company of the alleged Cause conduct), and has provided you the opportunity to cure, to the extent reasonably susceptible to cure, such circumstances within thirty (30) days after receiving such notice. If you so effect a cure, the notice of Cause shall be deemed rescinded and of no force or effect. View More

Cause. The occurrence of any one or more of the following: (i) Executive's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude; (ii) Executive's willful and continued failure or refusal to: a) follow lawful and reasonable policies and regulations of the Company or its affiliates; or b) to perform the assigned duties of his employment with the Company or its affiliates; (iii) unprofessional, unethical, immoral or fraudulent conduct by Executive that is... materially detrimental to the reputation, character and standing of the Company or any affiliate; or (iv) Executive's material breach of this Agreement, the Proprietary Information Agreement, or any written Company agreement or policies so long as, in any case, with respect to items (ii)-(iv) above, (x) the Company has provided notice to the Executive setting forth in reasonable detail the specific conduct of the Executive that constitutes Cause within thirty (30) days of the date the Company first becomes aware of its existence, (y) the Executive has failed to cure such conduct (if such conduct is capable of being cured) within thirty (30) days following the date of receipt of such notice, and (z) the Company has terminated the Executive's employment within thirty (30) days following such failure to cure. View More

Cause. Any of the grounds for termination of the Executive's employment listed below, after the Executive has been provided with an opportunity to meet with the Board with respect to the determination of Cause: (1) the Executive's indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances); (2) the Executive's fraud,... dishonesty, theft, or misappropriation of funds in connection with the Executive's duties with the Company and its affiliates; (3) the Executive's material violation of the Company's Code of Conduct; (4) the Executive's gross negligence or willful misconduct in the performance of the Executive's duties with the Company and its affiliates; or (5) the Executive's breach of Section 14 of this Agreement or any covenants contained in the Restrictive Covenants Agreement (except any breach relating to the Company's Code of Conduct, which shall be governed by clause (3) above) or any other agreement described in Section 14, or the Executive's material breach of any other provision of this Agreement. View More

Cause. (a) Executive's material breach of this Agreement or the Nondisclosure Agreement, which to the extent it is curable by the Executive, as determined by the Company in its sole discretion, is not cured within fifteen (15) days after written notice thereof is given to Executive by Tarveda, (b) any act (other than retirement) or omission by the Executive which may have a material and adverse effect on Tarveda's business or on Executive's ability to perform services for Tarveda, 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 Tarveda, which to the extent it is curable by the Executive, as determined by the Company in its sole discretion, is not cured within fifteen (15) days after written notice thereof is given to you by Tarveda. View More

Cause. Means (i) indictment, commission of, or the entry of a plea of guilty or no contest to, (A) a felony or (B) any crime (other than a felony) that causes the Company or its Affiliates public disgrace or disrepute, or adversely affects the Company's or its Affiliates' operations or financial performance or the relationship the Company has with its Affiliates, customers and suppliers; (ii) commission of an act of gross negligence, willful misconduct, fraud, embezzlement, theft or material... dishonesty with respect to the Company or any of its Affiliates; (iii) a breach of the Executive's fiduciary duty of loyalty to the Company or any of its Affiliates; (iv) alcohol abuse or use of controlled substances (other than prescription drugs taken in accordance with a physician's prescription); (v) material breach of any agreement with the Company or any of its Affiliates, including this Agreement and the Restrictive Covenant Agreement; (vi) a material breach of any Company policy regarding employment practices; or (vii) refusal to perform the lawful directives of the Board, if not cured within 30 days following receipt by the Executive from the Company of written notice thereof. View More