Cause

Cause. Shall have the meaning given to it by the common law of the Province of British Columbia.

Cause. Means the following events or conditions, as determined by the Board, in its reasonable judgment: (i) the refusal or failure to perform (other than by reason of disability) or material negligence in the performance of the Executive’s duties and responsibilities to the Employer or any of its Affiliates, or refusal or failure to follow or carry out any reasonable direction of the Board and the continuance of such refusal, failure or negligence for a period of fifteen days after notice to the... Executive; (ii) the commission of fraud, embezzlement or theft by the Executive; (iii) the conviction of the Executive of, or plea by the Executive of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; and (iv) any other conduct that involves a breach of fiduciary obligation on the part of the Executive or otherwise could reasonably be expected to have material adverse effect upon the Business. View More

Cause. The occurrence of any of the following: (i) Executive’s conviction of a felony or of any crime involving moral turpitude, dishonesty, fraud, embezzlement, theft or misrepresentation, (ii) gross neglect or gross misconduct by Executive in connection with the performance of Executive’s duties (other than due to Executive’s physical or mental illness), (iii) a material breach by Executive of this Agreement, the Proprietary Information Agreement or the Company’s material policies, rules and... regulations referred to in Section 2(b), or (iv) willful engagement in any other conduct that involves a material breach of a fiduciary obligation on the part of Executive as an officer or member of the Board, or that would reasonably be expected to have a material and adverse economic effect upon the Company and its subsidiaries. View More

Cause. Executive's failure or refusal to substantially perform Executive's duties hereunder; personal or professional dishonesty that could reasonably be expected to have a materially adverse impact on the financial interests or business reputation of the Company; incompetence; willful misconduct; breach of fiduciary duty (including duties involving personal profit); breach of the Company's code of ethics; breach of the Company's codes of conduct and personnel policies; breach of the Company's... compliance policies; material violation of the Sarbanes-Oxley requirements for officers of public companies that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the reputation of the Company; willfully engaging in actions that in the reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Company; willful violation of any law, rule, or regulation, or final cease-and-desist order (other than routine traffic violations or similar offenses); the unauthorized use or disclosure of any trade secret, proprietary, or confidential information of the Company (or any other party as to which Executive owes an obligation of nondisclosure as a result of Executive's relationship with the Company), including Trade Secret and Confidential Information as defined in Section 8; failure to follow the reasonable and lawful directives of the CEO or the Board pertaining to Executive's duties with the Company; commission of an act of fraud, embezzlement, or misappropriation by Executive with respect to Executive's relations with the Company or any of its employees, customers, agents, or representatives; or any material breach of any provision of this Agreement. For purposes hereof, no act or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without an objectively reasonable belief that Executive's action or omission was in the best interests of the Company. Any act or failure to act, whether based upon the direction of the Board or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. View More

Cause. For purposes of this Agreement, "Cause" for the Company to terminate your employment hereunder shall mean the occurrence of any of the following events, as determined by the Company and/or the Board in its and/or their sole and absolute discretion: i. your theft, dishonesty, misconduct, breach of fiduciary duty, or falsification of any Company documents or records; ii. your material failure to abide by the Company's code of conduct or other material policies (including, without limitation,... policies relating to confidentiality and reasonable workplace conduct); iii. your unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, your improper use or disclosure of the Company's confidential or proprietary information); iv. any intentional act by you that has a material detrimental effect on the Company's reputation or business; v. your willful disregard of any reasonable instructions from the Board after written notice from the Board of such disregard; or vi. your conviction (including any plea of guilty or nolo contendere) for a felony or any other criminal act that impairs your ability to perform your duties to the Company or has a material detrimental effect on the Company's reputation or business; provided, however, that the action or conduct described in clauses (ii), (iii), (iv) and (v) 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 the same if such action or conduct is curable. View More

Cause. (i) any material breach of this Agreement or any other written agreement between you and the Company, if such breach causes material harm to the Company or reasonably threatens to cause such harm; (ii) any material failure to comply with the Company's written policies or rules, as they may be in effect from time to time during your employment, if such failure causes material harm to the Company, and to the extent it is curable by you, is not cured within 30 days after written notice thereof is... given to you by the Company; (iii) commission, conviction of, or a plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State; (iv) any willful, intentional or grossly negligent act having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company, which to the extent it is curable by you, is not cured within 30 days after written notice thereof is given to you by the Company; or (v) willful misconduct with respect to any of your material duties or obligations under this Agreement, which, to the extent it is curable is not cured within 30 days after written notice thereof is given to you by the Company. View More

Cause. Any one or more of the following: (i) a majority of Company's Board of Directors (the "Board") reasonably and in good faith determines Executive has committed any breach of fiduciary duty; (ii) a majority of the Board reasonably and in good faith determines Executive has engaged in willful misconduct or gross negligence in connection with Executive's employment, which is materially and demonstrably injurious to Company; (iii) Executive is convicted of, or pleads guilty or nolo contendere to,... any felony or crime of moral turpitude, including fraud, embezzlement or misappropriation of funds; or (iv) a majority of the Board reasonably and in good faith determines Executive has willfully engaged in conduct that materially violates Company's written policies, as may be amended from time to time, or is materially and demonstrably detrimental to the reputation, character or standing of Company, or otherwise is materially and demonstrably injurious to Company or its affiliates, monetarily or otherwise. It shall be a condition precedent to the Company's right to terminate Executive's service for Cause that, if such breach is susceptible to cure or remedy as determined in the Board's reasonable discretion, Executive shall be given a period of 30 days from the date of written notice of termination for Cause (describing the events which constitute Cause) to cure or remedy the grounds giving rise to Cause and answer such circumstances for termination in person at a meeting with Company's representative or in writing, in Executive's discretion. For the avoidance of doubt, in the case of clause (iii) above, Executive's service may be terminated immediately without any advance written notice. View More

Cause. The Executive's (a) willful misconduct with respect to the Executive's duties as an employee of the Company; (b) continued failure to perform the Executive's duties as an employee of the Company, which failure is not cured (if curable) within 30 days following written notice by the Company; (c) indictment for a felony; (d) commission of fraud, embezzlement, theft, or other act involving dishonesty, or a crime constituting moral turpitude, in any case, whether or not involving the Company, that,... in the opinion of the Company, renders the Executive's continued employment harmful to the Company; (e) breach or persistent breaches of any kind of the Company's employment policies (or the employment policies of any successor to the Company), as they may exist from time-to-time, which failure is not cured (if curable) within 30 days following written notice by the Company; and/or (f) violation by the Executive of the terms of any non-competition, non-disclosure, or similar agreement with respect to the Company or any Affiliate to which the Executive is a party, which is not cured (if curable) within 30 days following written notice by the Company View More

Cause. For purposes of this Agreement, "Cause" for termination means: (a) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving fraud, dishonesty or moral turpitude; (b) participation in any fraud against the Company; (c) material and intentional damage to any property of the Company; (d) willful misconduct, or any violation of Company policy that causes material harm to the Company; (e) breach of this Agreement, the Confidentiality Agreement (as defined below), or... any other written agreement with the Company; or (f) conduct by you which in the good faith and reasonable determination of the Company demonstrates gross unfitness to serve. For a termination of employment to be for Cause, you must (a) receive a written notice from the Company which indicates in reasonable detail the facts and circumstances claimed to provide a basis for the termination of your employment for Cause; and (b) be provided with an opportunity to cure or resolve, no later than 30 days following the receipt of such notice, the behavior in question (if deemed curable by the Company in its sole discretion). View More

Cause. Shall mean "Cause" (or a term of substantively similar meaning) as defined in an individual employment agreement in effect as of the Date of Grant between the Participant and the Company or any Subsidiary (an "Employment Agreement") or as set forth in an executive severance plan in which the Participant participates as of the Date of Grant, if any in each case, or, if the Participant does not have an Employment Agreement or participate in such executive severance plan as of the Date of Grant... (or such Employment Agreement or plan does not define "Cause"), then "Cause" shall mean (i) the Participant's commission of, conviction for, or plea of guilty or nolo contendere to, a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (ii) the Participant's conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its affiliates in any material way, (iii) the Participant's failure to perform duties as reasonably directed by the Company or the Participant's material violation of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its affiliates or its or their business (which, if curable, is not cured within 5 days after notice thereof is provided to the Participant) or (iv) the Participant's gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its affiliates (which, if curable, is not cured within 5 days after notice thereof is provided to the Participant). View More