Cause

Cause. (i) fraud, criminal conduct, willful misconduct or illegal or negligent breach of fiduciary duty by Service Provider, or (ii) if any of the following events occurs: (A) Service Provider shall breach any material provision of this Agreement, and after written Notice of such breach, shall not cure such default within thirty (30) days; (B) Service Provider shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction... for the appointment of a receiver, liquidator, or trustee of Service Provider, for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against Service Provider for reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days; or (C) Service Provider shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for itself or for all or substantially all its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due. View More

Cause. The termination by the Company of Optionee's employment with the Company as a result of (i) the Optionee's willful and continued failure to substantially perform Optionee's duties (other than any such failure resulting from the Optionee's Disability or any such failure subsequent to the Optionee being delivered notice of the Company's intent to terminate the Optionee's employment without Cause), (ii) conviction of, or a plea of nolo contendere to, (A) a felony (other than traffic-related) under... the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (B) a crime involving moral turpitude that could be injurious to the Company or its reputation, (iii) the Optionee's willful malfeasance or willful misconduct which is materially and demonstrably injurious to the Company, or (iv) any act of fraud by the Optionee in the performance of the Optionee's duties View More

Cause. (i) your gross negligence, willful misconduct, or repeated, willful and flagrant insubordination in the performance of your duties to the Company as directed by the Board which remains uncured more than thirty days following written notice from the Board of its belief that there is Cause for your termination under this clause (i); (ii) repeated unexplained or unjustified absence from the Company; (iii) a material and willful commission of any federal or state felony; (iv) commission of any act... of fraud with respect to the Company; or (v) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, or any willful violation of a Federal or State law that significantly reduces the credibility of the company, or affects the company in a materially financial way. No act or failure to act by you shall be deemed "willful" if done or omitted to be done by you in good faith and with the reasonable belief that your act or omission was in the best interest of the Company or consistent with the Company's policies or the directive of the Board. View More

Cause. (A) if the Employee is a party to an employment, severance (or similar) agreement with the Company or any employing subsidiary of the Company that defines the word 'cause' (or similar term), then Cause for purposes of this Agreement shall have the meaning ascribed to it under that agreement; and (B) if there is no such agreement or definition, Cause shall mean (1) any fraud, misappropriation or embezzlement by Employee in connection with or affecting the business of the Company or its... affiliates, (2) any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Employee, (3) any gross neglect or persistent neglect by Employee to perform the duties assigned to Employee or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, or (4) any material violation of the Company's written policies, procedures or codes of conduct by Employee; provided that, in connection with clauses (3) and (4), Employee shall first have received a written notice from the Company's Chief Executive Officer or the Board that summarizes and reasonably describes the manner in which Employee has grossly or persistently neglected his or her duties, engaged in an act reasonably expected to cause substantial injury, or materially violated a Company policy, procedure or code of conduct (the 'Event') and, to the extent the Event is capable of being cured, Employee shall have fourteen (14) calendar days from the date notice of the Event is delivered to Employee (via electronic mail, regular mail, in person or otherwise) to cure the same, but the Company is not required to give written notice of, nor shall Employee have a period to cure the same or any similar failure, which was the subject of an earlier written notice to Employee under this provision. View More

Cause. Any of the following: (i) Employee's theft, dishonesty, misconduct or falsification of any records of the Company; (ii) Employee's misappropriation or improper disclosure of confidential or proprietary information of the Company; (iii) any intentional action by Employee which has a material detrimental effect on the reputation or business of the Company; (iv) Employee's failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable... opportunity to cure, such failure or inability; (v) any material breach by Employee of any employment agreement between Employee and the Company, which breach is not cured pursuant to the terms of such agreement; or (vi) Employee's conviction of any criminal act which impairs Employee's ability to perform his or her duties for the Company. View More

Cause. (a) the Executive's failure or refusal to comply with reasonable explicit directives of the Company or to render the services reasonably required by the Company; or (b) misappropriation of any business opportunity; or (c) dishonesty, fraud, theft, embezzlement or misappropriation of funds; or (d) indictment or charge of the Executive by applicable governmental authorities with, or being convicted of, any criminal offense which materially affects the Executive's ability to perform his duties or... the reputation of the Company; or (e) the material breach or neglect by the Executive of his duties as an executive of the Company; or (f) the engaging by the Executive in conduct that is likely to affect adversely the business and/or reputation of the Company; or (g) the Executive's violation of company policy; or (h) the Executive's breach of the Employee Obligations Agreement; or (i) the death or Disability of the Executive View More

Cause. (i) willful misconduct, dishonesty, fraud or breach of fiduciary duty to the Company; (ii) deliberate disregard of the lawful rules or policies of the Company, failure to perform assigned duties, or breach of an employment or other agreement with the Company, which results in direct or indirect loss, damage or injury to the Company; (iii) the unauthorized disclosure of any trade secret or confidential information of the Company; (iv) the commission of an act which constitutes unfair competition... with the Company or which induces any customer or supplier to breach a contract with the Company; (v) conduct substantially prejudicial to the business of the Company; or (vi) the indictment of Executive for any felony involving deceit, dishonesty or fraud, or any criminal conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company. For purposes hereof, whether or not the Executive has committed an act or omission of the type referred to in subparagraphs (i) through (vi) above will be determined by the Company in its reasonable, good faith discretion, based upon the facts known to the Company at the relevant time. View More

Cause. Shall mean: (i) an act of dishonesty in connection with your responsibilities as an employee; (ii) your arrest for, commission of, or plea of nolo contendere to, a felony, a crime of moral turpitude, or any criminal offense the Company's board of directors (the "Board") in good faith determines is damaging to the reputation or operation of the Company; (iii) your insubordination or willful refusal to follow reasonable directives of the CEO or the Board; (iv) your breach or threatened breach of... any fiduciary duty or duty of loyalty to the Company; (v) your gross negligence or willful misconduct in the performance of your duties as an employee of the Company; (vi) your engagement in conduct that the CEO or the Board reasonably determines is injurious, whether directly or indirectly, to the Company or any of its subsidiaries; or (vii) your failure to perform your assigned duties, and, where such failure is curable, if such failure is not cured within thirty (30) days following receipt of written notice thereof from the Company. View More

Cause. (i) the willful failure by you to perform substantially your reasonably or assigned duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to you by the Board of Directors which identifies the manner in which the Board of Directors believes that you have not substantially performed your duties after a reasonable opportunity (not to exceed ten business days) to cure,... (ii) the engaging by you in illegal conduct or misconduct that is materially and demonstrably injurious to the Company, (iii) your conviction of, or a plea of guilty or nolo contendre to a felony, (iv) your failure to follow directions given in the good faith business judgment of the Board of Directors of the Company or any authorized Committee of the Board of Directors of the Company (and within the scope of authority of the body giving the direction) after, if such failure is curable, written notice of the failure and a reasonable opportunity (not to exceed ten business days) to cure, or (v) any breach of or failure to comply with Section 7 of this Agreement. View More

Cause. (a) in the performance of Executive's duties with respect to the Company or any of its affiliates, engaged in reckless or willful misconduct or has violated the law, provided that no act or failure to act shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company; (b) refused without proper legal reason to perform Executive's duties and responsibilities to... the Company or any of its affiliates, which continues after notice from the Company to perform such duties and responsibilities (for the purposes of this clause, the phrase "proper legal reason" shall include Executive's delivery of a Notice of Termination for Good Reason where the assertion by Executive of Termination for Good Reason is for an event that constitutes Good Reason under the terms of this Agreement); (c) willfully and materially breached any material provision of this Agreement; (d) committed an act of fraud, embezzlement or breach of a fiduciary duty to the Company or an affiliate of the Company (including the unauthorized disclosure of material confidential or proprietary information of the Company or an affiliate of the Company); (e) been convicted of (or pleaded no contest to) a felony (other than a crime involving the operation of a motor vehicle not involving a serious injury or death to an individual); or (f) entered into a cease and desist order with the U.S. Securities and Exchange Commission alleging violation of U.S. or foreign securities laws. Executive shall have 30 days from the date on which Executive receives the Company's Notice of Termination for Cause under clause (a), (b) or (c) above to remedy any such occurrence otherwise constituting Cause under such clause. In connection with a determination of Cause, a majority of the Board shall make such determination at a meeting of the Board called and held for such purpose (after reasonable notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board). A Termination for Cause shall be deemed to include a determination by the Board following a Termination that circumstances existing prior to the Termination would have entitled the Company to have terminated Executive's service for Cause. All rights Executive has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the Board, or during any negotiations between the Board and Executive, regarding any actual or alleged act or omission by Executive of the type described in this definition of Cause. View More