Cause

Cause. (i) the Executive is convicted of a crime of involving moral turpitude, turpitude; (ii) the Executive willfully refuses Executive's willful refusal or fails failure to follow a lawful directive or instruction of the Company's Board of Directors or the individual individual(s) to whom the Executive reports, provided that the Company shall have given the Executive receives prior written notice of the directive(s) or instruction(s) that the Executive failed to follow follow, and provided further provided, further, that the Company, Company shall have given the Executive, in good faith, gives the Executive thirty (30) 30 days to correct any problems such failure and further provided that if the Executive corrects such failure, any termination of the Executive's employment on account of such failure shall not have corrected be treated for purposes of this Agreement as a termination of employment for "Cause;" (iii) the problem(s) within such 30 day period, Executive violates any of the Company's policies made known to the Executive regarding confidentiality, securities trading or (iii) insider information; or (iv) the Executive, in carrying out the Executive's duties, commits (A) willful gross negligence or (B) willful gross misconduct resulting, in either case, in material harm to the Company unless such act, or failure to act, was believed by the Executive, in good faith, to be in the best interests of the Company, or (iv) the Executive violates the Company's policies made known to him regarding confidentiality, securities trading or inside information Company. View More

Cause. Shall have the meanings given to such terms in Executive's Amended and Restated Change in Control Severance Agreement dated as of August 3, 2011 (the "CIC Agreement") Agreement"), and such definitions are incorporated herein by reference.

Cause. As Means, as determined by the Committee in its reasonable discretion, the willful engaging by an employee of the Company in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, including, without limitation, illegal conduct or gross misconduct that causes, or has the potential to cause, material financial or reputational injury to the Company. For purposes of this definition, no act or failure to act, on the part of an employee of the Company,... shall be considered "willful" 'willful' unless it is done, or omitted to be done, by the employee in bad faith and without reasonable belief that the employee's action or omission was in the best interest of the Company. Any act or failure to act, based upon prior approval given by the Board or upon the instruction or with the approval of the Chief Executive Officer or the employee's superior or based upon the advice of counsel for the Company (provided such approval, instruction, or advice of counsel is made by or from someone other than the Participant) shall be conclusively presumed to be done, or omitted to be done, by the employee in good faith and in the best interest of the Company. View More

Cause. The determination by the Board that any one or more of the following has occurred: (i) the Optionee shall have committed an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any Subsidiary, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the business of the Company or any Subsidiary; or (ii) the Optionee shall have been convicted by a court of competent jurisdiction of,... or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or (iii) the Optionee shall have been chronically absent from work his duties as a director of the Company (excluding vacations, illnesses, Disability or leaves of absence approved by the Company or any Subsidiary); Company); or (iv) the Optionee shall have materially breached any one or more of the provisions of this Agreement or the Stockholder Agreement, and, in any such case, such breach shall have continued for a period of fifteen (15) days after written notice to the Optionee specifying such breach in reasonable detail; or (v) the Optionee shall have refused, after explicit written notice, to obey any lawful resolution of or direction by the Board or the board of directors of any Subsidiary employing the Optionee which is consistent with his duties as an employee; or (vi) the Optionee shall have engaged in the unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any Subsidiary; provided, that if at any time the Optionee is party to a written employment agreement with the Company or any Subsidiary, then "Cause" shall mean anything constituting "Cause" for termination under such employment agreement. Subsidiary View More

Cause. The determination by the Board that any one or more of the following has occurred: (i) the Optionee shall have committed an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any Subsidiary, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the business of the Company or any Subsidiary; or (ii) the Optionee shall have been convicted by a court of competent jurisdiction of,... or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or (iii) the Optionee shall have been chronically absent from work his duties as a director of the Company (excluding vacations, illnesses, Disability or leaves of absence approved by the Company or any Subsidiary); Company); or (iv) the Optionee shall have materially breached any one or more of the provisions of this Agreement or the Stockholder Agreement, and, in any such case, such breach shall have continued for a period of fifteen (15) days after written notice to the Optionee specifying such breach in reasonable detail; or (v) the Optionee shall have refused, after explicit written notice, to obey any lawful resolution of or direction by the Board or the board of directors of any Subsidiary employing the Optionee which is consistent with his duties as an employee; or (vi) the Optionee shall have engaged in the unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any Subsidiary; provided, that if at any time the Optionee is party to a written employment agreement with the Company or any Subsidiary, then "Cause" shall mean anything constituting "Cause" for termination under such employment agreement. Subsidiary View More

Cause. For purposes of this Agreement, the Partnership or Board of Directors of the Company Company, subject to Section 7(c) below, shall have "Cause" 'Cause' to terminate the Executive's employment hereunder upon (i) the Executive causing material harm to the Company or the Partnership through a material act of dishonesty in the performance of his duties hereunder, (ii) his conviction of a felony involving moral turpitude, fraud or embezzlement, or (iii) his willful failure to perform his material... duties under this Agreement (other than a failure due to disability) after written notice specifying the failure and a reasonable opportunity to cure (it being understood that if his failure to perform is not of a type requiring a single action to cure fully, that he may commence the cure promptly after such written notice and thereafter diligently prosecute such cure to completion) completion). View More

Cause. If the (a) with respect to any Participant who is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition as defined therein contained, or, if no such agreement exists, it shall mean (a) and (b) with respect to all other Participants (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance... or material fiduciary breach with respect to the Company or an Affiliate, (b) Affiliate; (ii) conduct tending to bring the Company into substantial public disgrace, or disrepute, or (c) disrepute; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate. Affiliate; or (iv) material violation of state or federal securities laws. The Administrator, Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. View More

Cause. (a) (i) (A) a felony conviction under any Federal or state statute which is materially detrimental to the financial interests of the Corporation, or (ii) willful non-performance by Employee Kunin of his material employment duties other than by reason of his physical or mental incapacity after reasonable written notice to Employee Kunin and reasonable opportunity (not less than thirty (30) days) to cease such non-performance; or (b) Employee (ii) Kunin willfully engaging in fraud or gross... misconduct which is materially detrimental to the financial interests of the Corporation Corporation. View More

Cause. Means the termination of the Employee's employment with the Company Partnership and all Regency Entities by action of the Board or its delegate for one or more of the following reasons: (i) The Employee is convicted of committing a felony under any state, federal or local law. For the purposes of this Agreement, conviction includes any final disposition of the initial charge which does not result in the charges being completely dismissed or in the Employee being completely acquitted and... absolved from all liability, either criminal or civil; (ii) The Employee materially breaches (A) this Agreement or (B) the Company's policies and procedures, procedures of the Company or the Partnership, and the Employee fails to cure the breach to the reasonable satisfaction of the Company, such entity, if capable of cure, within thirty (30) days after written notice by the Company such entity of the breach; (iii) The Employee engages in willful or gross misconduct or willful or gross negligence in performing the Employee's duties, or fraud, misappropriation or embezzlement; (iv) The Employee engages in conduct that, if known outside any of the Regency Entities, could reasonably be expected to cause harm to the reputation of the Company, Company or the Partnership, and the Employee fails to cure the breach to the reasonable satisfaction of the Company, such entity, if capable of cure, within thirty (30) days after written notice by the Company such entity of the breach; or (v) The Employee fails to meet the reasonable expectations of management regarding performance of his or her duties, and the Employee fails to cure the breach to the reasonable satisfaction of the Company, Company or the Partnership, as applicable, if capable of cure, within thirty (30) days after written notice by the Company such entity of the breach. View More

Cause. As such term is defined in a Participant's Employment Agreement or, if the Participant is not a party to an Employment Agreement, then (solely for purposes of this Program) as set forth below – (1) Fraud – (1)Fraud in connection with the Participant's employment; theft, (2)Theft, misappropriation or embezzlement of funds of the Trust or its affiliates; affiliates or of a willful violation of successor company or affiliate thereof by the Participant; (3)The Participant's act resulting in... termination pursuant to the provisions of the Trust's Code of Business Conduct with respect and Ethics for Employees and Officers (as modified, amended or supplemented from time to the purchase time) or sale of securities of the Trust; (2) Indictment any similar code maintained by a successor company; (4)Indictment of the Participant for a crime involving moral turpitude; (3) Failure (5)The Participant's breach of his or her obligations under a confidentiality agreement or non-competition agreement entered into with the Trust or an Affiliate or with a successor company or an affiliate thereof; (6)Failure of the Participant to perform his or her duties to the Employer (other than on account of illness, accident, vacation or leave of absence) that persists – – after written demand for substantial performance which specifically identifies the manner in which the Participant has failed to perform – – for more than 30 calendar days after such notice to him or her; or (4) The (7)The Participant's repeated abuse of alcohol or drugs View More

Cause. Unless otherwise defined in a Participant's Grant Agreement participant's award grant agreement or in a Participant's participant's written employment arrangements arrangement with the Company or any of its Subsidiaries in effect on the date of grant Grant Date (as amended from time to time thereafter), means the occurrence of one or more of the following events: (i) Conviction of, or agreement to of a plea of nolo contendere to, a felony, felony or any crime or offense lesser than a felony... involving fraud, embezzlement, dishonesty, moral turpitude or the property of the Company or a Subsidiary; or (ii) Conduct that has caused caused, or should have reasonably been expected to cause, demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or (iii) Willful refusal Refusal to perform or substantial disregard of material duties properly assigned, as determined by the Company; or (iv) Breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary; Subsidiary, including any unauthorized use or (v) Violation disclosure of any proprietary information or trade secrets of the Company's code Company or any other party to whom the participant owes an obligation of conduct. nondisclosure as a result of his or her relationship with the Company. The definition of Cause set forth in a Participant's Grant Agreement participant's award grant agreement shall control only with respect to such award grant agreement (and no other agreement) if such definition is different from the definition of Cause set forth in a Participant's this Plan or in the participant's written employment arrangements arrangement with the Company or any of its Subsidiaries. Subsidiaries in effect on the Grant Date (as amended from time to time thereafter) View More