Cause

Cause. For all purposes under this Agreement, “Cause” means the Executive’s: (i) conviction of, or guilty/no contest plea to, (A) a felony or (B) a crime involving moral turpitude, the nature and circumstances of which would materially adversely affect the Executive’s ability to carry out her duties and responsibilities to the Company; (ii) unauthorized use or willful disclosure of the proprietary or other confidential information of the Company or any of its affiliates or of any client or customer of... the Company or any of its affiliates; (iii) any act of fraud, embezzlement, theft or willful misappropriation of assets of the Company or any of its affiliates or of any client or customer of the Company or any of its affiliates; (iv) insubordination (meaning the repeated refusal to carry out lawful and reasonable directives of the Board, other than during a period of the Executive’s incapacity due to physical or mental illness); (v) material breach of any material agreement with the Company or material violation of a material Company policy or a material provision of the Company’s code of conduct, in each case, that have been provided or made available to the Executive in writing, including, without limitation, a material violation of the Company’s anti-harassment or anti-discrimination policies; (vi) gross negligence or willful misconduct in the performance of her duties and responsibilities to the Company or (vii) engaging in misconduct or offensive or inappropriate activity, in each case that causes actual or potential significant harm (including financial or reputational harm) to the Company or any of its affiliates; provided, that “Cause” pursuant to the foregoing clauses (ii), (v), and (vii) shall exist only if the Company has (x) provided the Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 60 days of the Company learning of such Cause event, and (y) provided the Executive a period of 30 days thereafter to cure such Cause event (if such Cause event is curable). Any act or failure to act based upon: (A) authority given pursuant to a resolution duly adopted by the Board or any other direction from the Board or (B) advice of counsel for the Company, shall be presumed to be done or omitted to be done by the Executive in good faith and in the best interests of the Company absent evidence of bad faith on the part of the Executive. View More

Cause. To terminate Executive’s employment hereunder upon: (i) the willful misconduct, gross negligence, or an act of dishonesty of Executive with regard to the Company or any of its Affiliates, which in either case, results in or could reasonably be expected to result in material harm to the Company or such Affiliate; (ii) the willful and continued failure of Executive to attempt to perform his duties with the Company or any of its Affiliates (other than any such failure resulting from Executive’s... physical or mental incapacity), which failure is not remedied within thirty (30) days after receiving written notice thereof; (iii) the conviction of Executive of (or the plea by Executive of guilty or nolo contendere to) any felony involving moral turpitude (other than traffic related offenses or as a result of vicarious liability); or (iv) a material breach by Executive of any material provision of this Agreement, which breach is not remedied within ten (10) days after receiving written notice thereof View More

Cause. (d) "Cause" has the meaning ascribed to such term in any written agreement relating to the employment or services of a Participant or any severance agreement then in effect between such Participant and the Company or one of its Affiliates, or if no such agreement containing a definition of "Cause" is then in effect, means: (i) commission of, conviction for, plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude, or other act or omission involving dishonesty or... fraud, (ii) conduct that constitutes dishonesty (including without limitation fraud or embezzlement), (iii) conduct that constitutes gross negligence or willful misconduct in the performance, or intentional non-performance, of the Participant's duties which the Participant fails to cure within 10 days after receipt of a written notice of such negligence, misconduct or non- performance, (iv) material breach of the Participant's obligations under any agreement entered into by such Participant with the Company or any of its Affiliates which the Participant fails to cure within 10 days after receipt of a written notice of such breach, (v) continued failure to substantially perform Participant's duties for the Company or any of its Affiliates, (vi) breach of the Company's or any of its Affiliates' policies or procedures, or (vii) misconduct which causes or is reasonably expected to cause material harm to the Company or any of its Affiliates or their business reputations. View More

Cause. (i) persistent neglect or negligence in the performance of the Eligible Executive’s duties; (ii) conviction (including pleas of guilty or no contest) for any act of fraud, misappropriation or embezzlement, or for any criminal offense related to the Company, any of its subsidiaries or the Eligible Executive’s service; (iii) any deliberate and material breach of fiduciary duty to the Company or its subsidiaries, or any other conduct that leads to the material damage or prejudice of the Company or... any of its subsidiaries; or (iv) a material breach of a policy of the Company or its subsidiaries, such as the Company’s code of conduct. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) the continued failure by Executive to substantially perform Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Company or an affiliate that specifically identifies the alleged manner in which Executive has not substantially performed Executive's... duties and after Executive has been provided with a thirty (30) day cure period, or Executive's deliberate violation of a Company policy; (ii) the engaging by Executive in illegal conduct or misconduct (including fraud, embezzlement, theft or dishonesty or material violation of any Company policy), or gross negligence, in any case that has caused or is reasonably expected to result in injury to the Company or any affiliate; (iii) Executive's commission of, or plea of no contest to, a felony or any misdemeanor crime involving fraud, moral turpitude or dishonesty; (iv) Executive's material breach of any written agreement or restrictive covenants with the Company; or (v) Executive's violation of any law, rule or regulation relating in any way to the business or activities of the Company or any affiliate, or other law, rule or regulation that is violated, during the course of Executive's performance of services hereunder that results in Executive's regulatory suspension or disqualification, including, without limitation, the Generic Drug Enforcement Act of 1992, 21 U.S.C. § 335(a), or any similar legislation applicable in the United States or in any other country where the Company or any affiliate intends to develop its activities. 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. View More

Cause. With respect to a Participant, means "Cause" (or any term of similar effect) as defined in such Participant's employment agreement with the Company or one of its subsidiaries if such an agreement exists and contains a definition of Cause (or term of similar effect), or, if no such agreement exists or such agreement does not contain a definition of Cause (or term of similar effect), then Cause shall include, but not be limited to: (i) the Participant's willful failure or refusal to perform... reasonably assigned duties consistent with the Participant's office or position in the Company in any material respect, if such failure or refusal is not corrected (if correctible) by the Participant within 10 days following written notice by the Company describing such failure or refusal in reasonable detail or, if corrected, recurs; (ii) the Participant's conviction for or plea of nolo contendere to (A) a felony or misdemeanor involving fraud, embezzlement or financial improprieties, (B) any crime involving dishonesty or moral turpitude or (C) any crime that is otherwise injurious to the Company or any of its affiliates or the Company's (or its affiliate's) reputation; (iii) the Participant's commission of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company or any of its affiliates; (iv) any willful violation by the Participant of laws or regulations applicable to the Company's or its affiliate's business; (v) the Participant's failure or refusal to comply with any written material rule or policy of the Company or any of its affiliates of which the Participant had prior notice, if such failure or refusal is not corrected (if correctible) by the Participant within 10 days following receipt of written notice from the Company describing such failure or refusal in reasonable detail or, if corrected, recurs; (vi) the Participant's gross negligence or willful misconduct in the performance of the Participant's duties; or (vii) the Participant's habitual abuse of alcohol, narcotics or other illegal substances. View More

Cause. Means (i) willful or gross misconduct by the Option Holder that is materially detrimental to the Company or an Affiliated Company or (ii) acts of personal dishonesty or fraud toward the Company or an Affiliated Company.

Cause. Shall mean (i) the willful and continued failure by Grantee to perform substantially his or her duties with the Company (other than any such failure resulting from Grantee's Disability) for a significant period of time, or (ii) the willful engaging by Grantee in gross misconduct materially and demonstrably injurious to the Company;

Cause. (i) the Executive's material failure to perform the Executive's assigned duties or responsibilities (other than a material failure resulting exclusively from the Executive's disability) or breach of any statutory duty the Executive owes to the Company after receipt of notice thereof from the Board or individual to whom the Executive reports describing the Executive's failure to perform such duties or responsibilities or breach and failure of the Executive to cure such failure or breach within... thirty (30) days after receipt of such notice; (ii) the Executive's refusal or failure to follow the lawful and reasonable directions of the Board or individual to whom the Executive reports, which refusal or failure is not cured within thirty (30) days following delivery of a written notice of such conduct to the Executive; (iii) the Executive's violation of any federal or state law or regulation applicable to the Company's business, which results or is intended to result in material harm to the Company's business; (iv) the Executive's breach of any confidentiality agreement, invention assignment agreement or any other contract or agreement between the Executive and the Company (including but not limited to this Agreement); (v) the Executive's attempted commission of or participation in a fraud against the Company, or any material act of dishonesty against the Company; or (vi) the Executive's conviction of, or plea of nolo contendere to, any felony involving fraud, dishonesty or moral turpitude. View More

Cause. Any of the following conduct by you: (I) embezzlement, misappropriation of corporate funds, or other material acts of dishonesty; (II) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor; (III) engagement in any activity that you know or should know could harm the business or reputation of Consulting; (IV) material failure to adhere to Consulting's corporate codes, policies or... procedures; (V) continued failure to meet performance standards as determined by Consulting over two consecutive performance review periods; (VI) a breach or threatened breach of any provision of Sections 1(d), 3 or Exhibit B, or a material breach of any other provision of this Agreement if the breach is not cured to Consulting's satisfaction within a reasonable period after Consulting provides you with notice (to your address on Consulting's records) of the breach (no notice and cure period is required if the breach cannot be cured); or (VII) violation of any statutory, contractual, or common law duty or obligation to Consulting, including without limitation the duty of loyalty. View More