Cause

Cause. The occurrence of any of the following: (i) Executive's conviction of any felony or any crime involving fraud or dishonesty; (ii) Executive's participation in fraud, willful act of dishonesty or act of gross misconduct against the Company and/or its Board that results in material financial or reputational harm to the Company; (iii) Executive's material violation of any statutory or fiduciary duty, or duty of loyalty, owed to the Company that is not sufficiently remedied within thirty days after... written notice from the Company; or (iv) Executive's material violation of material Company policy that is not sufficiently remedied within thirty days after written notice from the Company. Prior to a termination for Cause pursuant to (iv) above, to the extent such event(s) is capable of being cured by Executive and to the extent it is the first such instance giving rise to the notice described herein, (A) the Company shall give the Executive a single notice of such event(s), which notice shall specify in reasonable detail the circumstances constituting Cause, (B) Executive shall have thirty (30) days after the delivery of such notice to cure the event(s) giving rise to Cause, the existence of such cure to be determined by the Board in good faith, provided that the Company reserves the right put Executive on a paid leave of absence during such period and limit or terminate Executive's access to Company systems and property so long as such measures do not substantially interfere with Executive's ability to cure the Cause of her termination during the cure period. View More

Cause. Means (i) conviction of a felony or a crime of comparable magnitude under applicable law; (ii) willful and continued gross neglect of duties; (iii) despite warnings and counseling, repeated willful failure to follow lawful instructions of the Executive's supervisor that is, or reasonably could be, significantly injurious to the Company; (iv) any act of personal dishonesty taken by Executive in connection with Executive's responsibilities and intended to result in personal enrichment to... Executive at the significant expense of the Company, commission of an act of fraud or theft at the significant expense of the Company, or intentional and significant falsification of Company records; (v) willful misconduct which significantly impairs the interests of the Company or its reputation; (vi) any direct violation by Executive of the Company's anti-harassment or anti-discrimination policies, as set forth in the employee handbook or code of conduct or ethics, as each may be amended from time to time; or (vii) Executive's direct and unapproved violation of the Company's code of conduct or ethics, as it may be amended from time to time which significantly impairs the interests of the Company (i.e., sections of the code of conduct or ethics other than anti-harassment or anti-discrimination sections, which are addressed in (vi) above) View More

Cause. (i) the willful failure, disregard, or refusal by Executive to perform the services hereunder or follow the reasonable instructions of the Board; provided, however, that any willful failure, disregard, or refusal by Executive to perform the services hereunder that can reasonably be cured shall not constitute Cause unless cure is not effected, as determined in good faith by the Board, within thirty (30) days after notice thereof is received by the Executive from the Company; (ii) any willful or... grossly negligent act by the Executive having the effect of injuring, in a material way (whether financial or otherwise) as determined in good faith by the Board, the business or reputation of the Company or any of its subsidiaries or affiliates; (iii) Executive's conviction of, guilty plea, or plea of nolo contendere to any felony or a misdemeanor involving moral turpitude; (iv) the determination by the Company, after a reasonable and good faith investigation by the Company following a written allegation by an employee of the Company, that the Executive engaged in some form of harassment prohibited by law (including, without limitation, age, sex, disability, or race discrimination) unless Executive's actions were specifically directed by the Board; or (v) material breach by the Executive of any provision of this Agreement or any Confidential Information Agreement. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) Executive's intentional and continued failure to substantially perform Executive's material duties with the Company (other than any such failure resulting from Executive's Disability), which Executive fails to cure within thirty (30) days after receipt of notice of such failure if such failure is capable of being cured; (ii) Executive's intentional breach (solely in Executive's capacity as an executive of the... Company) of a material provision of this Agreement resulting in material economic harm to the Company, which Executive fails to cure within thirty (30) days after receipt of notice of such breach if such breach is capable of being cured; (iii) Executive's conviction, plea of no contest or plea of nolo contendere for any felony involving dishonesty or a breach of trust; or (iv) Executive's habitual, unlawful use of illegal drugs on the Company's (or any of its affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement. View More

Cause. For purposes of this Agreement, "Cause" means any one of the following: (a) willful material breach by you of any material Company policy (including, but not limited to, the Company's policies on nondiscrimination, anti-harassment, and confidential information) or your duties or obligations hereunder; (b) your willful engagement in conduct materially injurious to the Company, monetarily or otherwise; (c) acts of fraud, theft or other willful illegal acts calling into question your personal... integrity, or conviction on a felony charge, whether or not related to your employment hereunder; or (d) your willful refusal to follow lawful instructions of the Board. In order to terminate your employment for Cause pursuant to (a) or (d), but only to the extent the Board determines in its reasonable discretion that such breach is amenable to cure, the Board must provide you written notice within thirty (30) days after the first occurrence of the event giving rise to Cause setting forth the basis for the existence of Cause, allow you thirty (30) days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, the Company must terminate your employment not later than thirty (30) days after the expiration of the cure period. No act, or failure to act, on your part shall be considered "willful" if done, or omitted to be done, by you in good faith and with a reasonable belief that your action or omission was in the best interests of the Company. View More

Cause. The Executive's: a) continuing failure, for more than ten days after the Company's written notice to the Executive of the failure, to perform such duties as the Company reasonably requests, b) failure to observe material policies generally applicable to officers or employees of the Company unless the failure is capable of being cured and is cured within ten days of the Executive receiving written notice of the failure, c) failure to cooperate with any internal investigation of the Company or... any of its affiliates; d) commission of any act of fraud, theft or financial dishonesty with respect to the Company or any of its affiliates or indictment or conviction of any felony; or e) material violation of the provisions of this Agreement unless the violation is capable of being cured and is cured within ten days of the Executive receiving written notice of the violation; provided that it shall not be Cause if a failure in Sections 9.1(a), (b) or (c) is a result of the Executive's Disability or a violation in Section 9.1(e) occurs because the Executive's Disability frustrates the Executive's ability to perform. View More

Cause. The determination, in good faith, by the Board, after notice to Executive, that one or more of the following events has occurred: (i) any act of gross negligence, fraud, willful misconduct or moral turpitude by Executive materially injuring the interest, business or reputation of the Company, or any of its parents, subsidiaries or affiliates; (ii) Executive's commission or conviction of any felony; (iii) Executive's violation of the Company's drug policy or material violation of its Code of... Conduct; (iv) any misappropriation or embezzlement of the 12 property of the Company, or any of its parents, subsidiaries or affiliates; or (v) any material breach by Executive of this Agreement, including, without limitation, a material breach of Section 9 hereof, which breach, to the extent it is capable of being cured, remains uncorrected for a period of thirty (30) days after receipt by Executive of written notice from the Company setting forth such breach. View More

Cause. Means if Executive is discharged by Company on account of the occurrence of one or more of the following events: (i) Executive's continued refusal or failure to perform (other than by reason of Disability) Executive's material duties and responsibilities to Company if such refusal or failure is not cured within thirty (30) days following written notice of such refusal or failure by Company to Executive, or Executive's continued refusal or failure to follow any reasonable lawful direction of the... Board if such refusal or failure is not cured within thirty (30) days following written notice of such refusal or failure by Company to Executive; (ii) a material breach of this Agreement (other than Sections 7, 8 and 9) by Executive that, if capable of being cured, is not cured within thirty (30) days following written notice of such breach by Company to Executive; (iii) an intentional and material breach of Sections 7, 8 and 9 hereof by Executive; (iv) willful, grossly negligent or unlawful misconduct by Executive which causes material harm to Company or its reputation; (v) any conduct engaged in by Executive that is materially detrimental to the business or reputation of Company as determined by the Board in good faith using its reasonable business judgment that is not cured within thirty (30) days following written notice from Company to Executive; (vi) Company is directed in writing by regulatory or governmental authorities to terminate the employment of Executive or Executive engages in activities that (i) are not approved or authorized by the Board, and (ii) cause actions to be taken by regulatory or governmental authorities that have a material adverse effect on Company; or (vii) a conviction, plea of guilty, or plea of nolo contendere by Executive, of or with respect to a criminal offense which is a felony or other crime involving dishonesty, disloyalty, fraud, embezzlement, theft or similar action(s) (including, without limitation, acceptance of bribes, kick-backs or self-dealing), or the material breach of Executive's fiduciary duties with respect to Company. View More

Cause. (i) substantial failure to perform (other than by reason of disability), or substantial negligence in the performance of, your duties and responsibilities to the Company or any member of the Company Group, (ii) your refusal or substantial failure to follow or carry out the reasonable directives of the Board that are consistent with your position; (iii) material breach of this Agreement or any other material written agreement between you and the Company or any member of the Company Group; (iv)... theft, embezzlement, fraud, breach of fiduciary duty or misrepresentation of any property of the Company or any member of the Company Group; (v) sexual misconduct or other material violation of the Company's policies against harassment, discrimination or retaliation (in each case, whether sexual or otherwise); (vi) indictment for, conviction of, or a plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; (vii) your material dishonesty, willful misconduct, or illegal conduct relating to the affairs of the Company or any member of the Company Group; or (viii) material breach of the Code of Conduct of the Company, as then in effect. View More

Cause. For purposes of this Agreement (other than Section 5.4), 'Good Reason' will mean any of the following actions taken by the Company without Executive's prior written consent: (i) a material adverse change in Executive's position, title, office or duties or assignment of any significant duties to Executive that are materially inconsistent with the position or offices held by Executive; (ii) Executive no longer serving as the Chief Executive Officer of the Company or of the Company's ultimate... parent following a Change in Control; (iii) a decrease in Executive's base salary by more than 10% (other than in connection with a broad-based reduction in the base salaries of all other officers of the Company); or (iv) a relocation that increases Executive's one-way commute by more than 25 miles. In order to resign for Good Reason, Executive must provide written notice to the Board within 60 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive's resignation, allow the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of such cure period. View More