Cause. The Executive's (i) continuing failure, for more than ten (10) days after the Employer's written notice to the Executive thereof, to perform such duties as are reasonably requested by the Employer; (ii) failure to observe material policies generally applicable to officers or employees of the Employer unless such failure is capable of being cured and is cured within ten (10) days of the Executive receiving written notice of such failure; (iii) failure to cooperate with any internal investigation... of the Employer or any other member of the Group; (iv) commission of any act of fraud, theft or financial dishonesty with respect to the Employer or any other member of the Group or being charged with or convicted of any arrestable criminal offence (other than an offence under road traffic legislation for which a fine or non-custodial penalty is imposed); or (v) material violation of the provisions of this Agreement unless such violation is capable of being cured and is cured within ten (10) days of the Executive receiving written notice of such violation.View More
Cause. The Executive's (i) continuing failure, for more than ten (10) days after the Employer's Company's written notice to the Executive thereof, to perform such duties as are reasonably requested by the Employer; Company; (ii) failure to observe material policies generally applicable to officers or employees of the Employer Company unless such failure is capable of being cured and is cured within ten (10) days of the Executive receiving written notice of such failure; (iii) failure to cooperate with... any internal investigation of the Employer Company or any other member of the Group; its affiliates; (iv) commission of any act of fraud, theft or financial dishonesty with respect to the Employer Company or any other member of the Group its affiliates or being charged with indictment or convicted conviction of any arrestable criminal offence (other than an offence under road traffic legislation for which a fine or non-custodial penalty is imposed); felony; or (v) material violation of the provisions of this Agreement unless such violation is capable of being cured and is cured within ten (10) days of the Executive receiving written notice of such violation. View More
Cause. What the term is expressly defined to mean in a then-effective employment agreement between the Participant and the Company, or, in the absence of any such then-effective agreement or definition, means: (1) Participant's commission of any act constituting a felony or Participant's conviction or guilty or no contest plea to any criminal misdemeanor involving fraud, misrepresentation or theft; (2) gross misconduct or any act of fraud, disloyalty or dishonesty by Participant related to or... connected with Participant's employment by the Company or otherwise likely to cause material harm to the Company or its reputation; (3) a material violation by Participant of the Company's policies or codes of conduct; or (4) the willful or material breach by Participant of any agreement between the Participant and the Company.View More
Cause. What the term is expressly defined to mean in a then-effective employment agreement between the Participant and the Company, or, or in the absence of any such then-effective agreement or definition, it means: (1) (i) the Participant's commission of any act constituting a felony felony, or the Participant's conviction or guilty or no contest plea to any criminal misdemeanor involving fraud, misrepresentation or theft; (2) more serious act; (ii) gross misconduct or any act of fraud, disloyalty or... dishonesty by the Participant related to or connected with the Participant's employment by the Company or any of its Subsidiaries or otherwise likely to cause material harm to the Company or its reputation; (3) (iii) a material violation by the Participant of the Company's policies or codes of conduct; or (4) and (iv) the willful or material breach by the Participant of any agreement between the Participant and the Company. View More
Cause. Shall mean (i) any knowing act, or knowing failure to act, by the Executive involving fraud or willful malfeasance in the performance of the Executive's duties for the Company that is materially injurious to the Company or any of its Affiliates or (ii) the conviction of the Executive of a felony under federal or state law, which conviction is materially injurious to the Company. Notwithstanding the foregoing, no act, or the failure to act, on Executive's part shall be "willful" unless it was... done, or omitted to be done, in the absence of good faith and without reasonable belief that the action or omission was in the best interest of the Company or its Affiliates.View More
Cause. Shall mean (i) any knowing act, or knowing failure to act, by the Executive Covered Person involving fraud or willful malfeasance in the performance of the Executive's Covered Person's duties for the Company that is materially injurious to the Company or any of its Affiliates or (ii) the conviction of the Executive Covered Person of a felony under federal or state law, which conviction is materially injurious to the Company. Notwithstanding the foregoing, no act, or the failure to act, on ... class="diff-color-red">Executive's Covered Person's part shall be "willful" unless it was done, or omitted to be done, in the absence of good faith and without reasonable belief that the action or omission was in the best interest of the Company or its Affiliates. View More
Cause. What the term is expressly defined to mean in a then-effective employment agreement between the Optionee and the Company, or in the absence of any such then-effective agreement or definition, means: (1) Optionee's commission of any act constituting a felony or Optionee's conviction or guilty or no contest plea to any criminal misdemeanor involving fraud, misrepresentation or theft; (2) gross misconduct or any act of fraud, disloyalty or dishonesty by Optionee related to or connected with... Optionee's employment by the Company or otherwise likely to cause material harm to the Company or its reputation; (3) a material violation by Optionee of the Company's policies or codes of conduct; or (4) the willful or material breach by Optionee of any agreement between the Optionee and the Company.View More
Cause. What the term is expressly defined to mean in a then-effective employment agreement between the Optionee and the Company, or in the absence of any such then-effective agreement or definition, it means: (1) (i) the Optionee's commission of any act constituting a felony felony, or the Optionee's conviction or guilty or no contest plea to any criminal misdemeanor involving fraud, misrepresentation or theft; (2) more serious act; (ii) gross misconduct or any act of fraud, disloyalty or dishonesty... by the Optionee related to or connected with the Optionee's employment by the Company or any of its Subsidiaries or otherwise likely to cause material harm to the Company or its reputation; (3) (ii) a material violation by the Optionee of the Company's policies or codes of conduct; or (4) and (iv) the willful or material breach by the Optionee of any agreement between the Optionee and the Company. View More
Cause. (a) "Cause" means any of the following: (i) the failure of the Executive to perform the Executive's duties under this Agreement (other than as a result of physical or mental illness or injury), which failure, if correctable, and provided it does not constitute willful misconduct or gross negligence, remains uncorrected for 10 days following written notice to Executive by the Chief Executive Officer or the Board of Directors of the Company of such breach; (ii) willful misconduct or gross... negligence by the Executive in either case that results in material damage to the business or reputation of the Company; (iii) a material breach by Executive of this Agreement which, if correctable, remains uncorrected for 10 days following written notice to Executive by the Chief Executive Officer or the Board of Directors of the Company of such breach; or (iv) the Executive is convicted of a felony or any other crime (other than traffic violations) involving moral turpitude (whether or not in connection with the performance by Executive of his duties under this Agreement).View More
Cause. (a) "Cause" means any of the following: (i) the willful and continued failure of the Executive to substantially perform the Executive's duties under this Agreement to the Company (other than as a result of physical or mental illness or injury), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes 7 the Executive has not substantially performed the Executive's duties, which failure, if correctable, and provided... it does not constitute willful misconduct or gross negligence, remains uncorrected for 10 30 days following written notice to Executive by the Chief Executive Officer or the Board of Directors of the Company of such breach; failure; (ii) willful misconduct or gross negligence by the Executive in either case that results in material damage to the business of the Company, monetarily or reputation otherwise, including any conduct that is in violation of the written workplace policies of the Company; (iii) a material breach by Executive of this Agreement which, if correctable, remains uncorrected for 10 days following written notice to Executive by the Chief Executive Officer or the Board of Directors of the Company of such breach; or (iv) the Executive is convicted of a felony or any other crime (other than traffic violations) involving dishonesty or moral turpitude (whether or not in connection with the performance by Executive of his duties under this Agreement). For purposes of this subsection, no act, or failure to act, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith, and without reasonable belief that such action or omission was in the best interest of the Company. View More
Cause. (i) for a Grantee who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement provides for a definition of 'Cause' therein, 'Cause' shall have the same meaning as provided for in such agreement, or (ii) for a Grantee who is not a party to such an agreement, 'Cause' shall mean repeated failure to properly perform assigned duties (after written notice of at least one such failure had previously been communicated to the Grantee by the Company), gross... negligence, commission of a felony or any act materially injurious to the financial or business prospects or affairs of the Company or an Affiliate involving dishonesty or breach of any duty of confidentiality or loyaltyView More
Cause. (i) for a Grantee who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement provides for a definition of 'Cause' "Cause" therein, 'Cause' "Cause" shall have the same meaning as provided for in such agreement, or (ii) for a Grantee who is not a party to such an agreement, 'Cause' "Cause" shall mean repeated failure to properly perform assigned duties (after written notice of at least one such failure had previously been communicated to the Grantee... by the Company), gross negligence, commission of a felony or any act materially injurious to the financial or business prospects or affairs of the Company or an Affiliate involving dishonesty or breach of any duty of confidentiality or loyalty View More
Cause. (i) a determination by the Board that Employee's performance is unsatisfactory after there has been delivered to Employee a written demand for performance which describes the specific deficiencies in Employee's performance and the specific manner in which Employee's performance must be improved, and which provides thirty (30) business days from the date of notice to remedy such performance deficiencies; (ii) Employee's conviction of or plea of nolo contendere to a felony or a crime involving... moral turpitude which the Board reasonably finds has had or will have a detrimental effect on the Company's reputation or business, (iii) Employee engaging in an act of gross negligence or willful misconduct in the performance of his employment obligations and duties that materially harms the Company, (iv) Employee's committing an act of fraud against, material misconduct or willful misappropriation of property belonging to the Company; (v) Employee's material breach of the Company Confidential Information, Assignment of Inventions, and Noncompetition Agreement or other unauthorized misuse of the Company's trade secrets or proprietary information.View More
Cause. (i) a determination by the Board that Employee's performance is unsatisfactory failure to satisfactorily perform Employee's duties after there has been delivered to Employee a written demand for performance which describes the specific deficiencies in Employee's performance and the specific manner in which Employee's performance must be improved, and which provides thirty (30) business days from the date of notice to remedy such performance deficiencies; (ii) Employee's conviction of or plea of... nolo contendere to a felony or a crime involving moral turpitude which the Board reasonably finds believes has had or will have a detrimental effect on the Company's reputation or business, (iii) Employee engaging in an act of gross negligence or willful misconduct in the performance of his employment obligations and duties that materially harms the Company, duties, (iv) Employee's committing an act of fraud against, material misconduct or willful misappropriation of property belonging to the Company; (v) Employee engaging in any other misconduct that has had or will have a material adverse effect on the Company's reputation or business; or (vi) Employee's material breach of the Company Confidential Information, Employee Invention Assignment of Inventions, and Noncompetition Confidentiality Agreement or other unauthorized misuse of the Company's trade secrets or proprietary information. View More
Cause. Shall mean (i) the commission of a felony or other crime involving moral turpitude or the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other conduct causing the Company or any of its Subsidiaries substantial public disgrace or... material economic harm, (iii) any act or omission which in the opinion of a reasonable businessperson would be expected to aid or abet a competitor, supplier or customer of the Company or any of its Subsidiaries to the material disadvantage or detriment of the Company or any of its Subsidiaries, (iv) any breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or (v) any breach of (A) this Agreement, (B) any confidentiality, noncompetition or nonsolicitation covenants made by Director to the Company or any of its Subsidiaries, (C) any services agreement (including for service as a director, advisor or consultant under Rule 701 of the Securities Act) between Director and the Company or any of its Subsidiaries or (D) the Stockholders Agreement.View More
Cause. Shall mean The Company's good faith determination that the Executive has engaged in any of the following: (i) the commission conviction of, guilty or nolo contendere plea to, or confession of guilt of, a felony or other crime involving moral turpitude or turpitude; (ii) the commission of any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers, (ii) suppliers; (iii) reporting to work under... the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) workplace), the abuse of prescription drugs, or other repeated conduct causing the Company or any of its Subsidiaries substantial public disgrace or material disrepute or economic harm, (iii) harm; (iv) insubordination or substantial and repeated failure to perform duties as reasonably directed by the Board; (v) any act or omission which in the opinion of a reasonable businessperson would be expected to aid aiding or abet abetting a competitor, supplier supplier, or customer of the Company or any of its Subsidiaries to the material disadvantage or detriment of the Company or any of its Subsidiaries, (iv) any Subsidiaries; (vi) the breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company or any of its Subsidiaries or (v) affiliates; and/or (vii) any other material breach of (A) a Company policy, this Agreement, (B) Agreement or any confidentiality, noncompetition contractual or nonsolicitation covenants made by Director legal obligation to the Company or any of its Subsidiaries, (C) any services agreement (including for service as a director, advisor or consultant under Rule 701 of the Securities Act) between Director and the Company or any of its Subsidiaries or (D) the Stockholders Agreement. Company. View More
Cause. Any of the following grounds for termination of Executive's employment: (i) Executive's conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement, which action must be taken on or after... the date of such conviction or plea or within sixty (60) days thereafter; (ii) Executive's willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) it being expressly understood that the Company's dissatisfaction with Executive's performance shall not constitute Cause; (iii) Executive's continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute "Cause" unless (1) the Company gives notice to Executive stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which shall be no less than ten (10) business days following the date on which such written notice is received by Executive) (the "Cause Termination Notice"), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive's part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel to the Company will be deemed made in good faith and in the best interest of the Company.View More
Cause. Any of the following grounds for termination of Executive's employment: following: (i) Executive's conviction of, or plea of guilty or nolo contendere to, a felony (excluding traffic-related felonies), or any financial crime involving the Company or any subsidiary of the REIT (including, but not limited to, fraud, embezzlement or misappropriation of Company assets) which termination shall become effective immediately as of the date the Board of Directors determines to terminate this Agreement,... which action must be taken on or after the date of such conviction or plea or within sixty (60) days thereafter; assets); (ii) Executive's willful and gross misconduct in the performance of his duties (other than by reason of his incapacity or disability) disability), it being expressly understood that the Company's dissatisfaction with Executive's performance that is not willful and gross misconduct in the performance of Executive's duties shall not constitute Cause; Cause under this clause (ii); (iii) Executive's continuous, willful and material breach of this Agreement after written notice of such breach has been given by the Board in its reasonable discretion exercised in good faith; provided that, in no event shall any action or omission in subsection (ii) or (iii) constitute "Cause" unless (1) the Company gives notice to Executive (which notice shall be provided no later than ninety (90) days after the Board becomes aware of the event or condition purportedly giving rise to Cause) stating that Executive will be terminated for Cause, specifying the particulars thereof in reasonable detail and the effective date of termination (which date of termination shall be no less earlier than ten (10) business days following the date on which such written notice is received by Executive) the Board makes its final determination in accordance with this paragraph) (the "Cause Termination Notice"), (2) the Company provides Executive and his counsel with an opportunity to appear before the Board to rebut or dispute the alleged reason for termination on a specified date that is at least three (3) ten (10) business days following the date on which the Cause Termination Notice is given, but prior to the stated termination date described in clause (1), and (3) a majority of the Board (calculated without regard to Executive, if applicable) determines that Executive has failed to materially cure or cease such misconduct or breach within ten (10) twenty (20) business days after the Cause Termination Notice is given to him. For purposes of the foregoing sentence, no act, or failure to act, on Executive's part shall be considered willful unless done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company, and any act or omission by Executive pursuant to the authority given pursuant to a resolution duly adopted by the Board or on the written advice of counsel to the Company will be deemed made in good faith and in the best interest of the Company. View More
