Cause. To terminate Executive's employment hereunder upon: (i)Executive's willful breach of a material obligation or representation under this Agreement, Executive's willful breach of any fiduciary duty to the Company, or any act of fraud or willful and material misrepresentation or concealment upon, to or from the Company or the Board, in each case which causes, or should reasonably be expected (as of the time of such occurrence) to cause, substantial economic injury to or substantial injury to the... business or reputation of the Company; (ii)Executive's willful failure to adhere in any material respect to (A) the Company's Code of Conduct in effect from time to time and applicable to officers 1 and/or employees generally, or (B) any written Company policy, if such policy is material to the effective performance by Executive of Executive's duties under this Agreement, in each case which causes, or should reasonably be expected to cause, substantial economic injury to or substantial injury to the business or reputation of the Company; (iii)Executive's misappropriation (or attempted misappropriation) of a material amount of the Company's funds or property; (iv)Executive's conviction of, the entering of a guilty plea or plea of nolo contendere or no contest (or the equivalent), with respect to a felony or a crime that materially adversely affects or could reasonably be expected to materially adversely affect the Company or its business reputation; or (v)Executive's admission of liability of, or finding of liability by a court of competent jurisdiction for, a knowing and deliberate violation of any "Securities Laws" that materially adversely affects or could reasonably be expected to materially adversely affect the Company or its business reputation; provided that any termination of Executive by the Company for Cause pursuant to this clause (v) based on finding of liability by the court shall be treated instead for all purposes of this Agreement as a termination by the Company without Cause, with effect as of the date of such termination, if such finding is reversed on appeal in a decision from which an appeal may not be taken. As used herein, the term "Securities Laws" means any federal or state law, rule or regulation governing generally the issuance or exchange of securities, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). No termination of Executive's employment shall be effective as a termination for Cause for purposes of this Agreement or any other "Company Arrangement" (as defined in Section 12(g)) unless Executive shall first have been given written notice by the Board of its intention to terminate his employment for Cause, such notice (the "Cause Notice") to state in detail the particular circumstances that constitute the grounds on which the proposed termination for Cause is based. If, within twenty (20) calendar days after such Cause Notice is given to Executive, the Board gives written notice to Executive confirming that, in the judgment of at least a majority of the members of the Board, Cause for terminating his employment on the basis set forth in the original Cause Notice exists, his employment hereunder shall thereupon be terminated for Cause, subject to de novo review, at Executive's election, through arbitration in accordance with Section 29. If Executive commits or is charged with committing any offense of the character or type specified in subparagraph 1(d)(iv) or (v) herein, then the Company at its option may suspend Executive with or without pay. If Executive subsequently is convicted of, pleads guilty or nolo contendere (or equivalent plea) to, any such offense, Executive shall immediately repay the after-tax amount of any compensation paid in cash hereunder from the date of the suspension. Notwithstanding anything to the contrary in any stock option or equity incentive plan or award agreement, all vesting and all lapsing of restrictions on restricted shares shall be tolled during the period of suspension and all unvested options and restricted shares for which the restrictions have not lapsed shall terminate and not be exercisable by or issued to Executive if during or after 2 such suspension Executive is convicted of, pleads guilty or nolo contendere (or equivalent plea) to, any offense specified in subparagraph 1(d)(iv) or (v).View More
Cause. To terminate Executive's employment hereunder upon: (i)Executive's upon:(i)Executive's willful breach of a material obligation (which, if curable, is not cured within ten (10) business days after the Company provides written notice of such breach) or representation under this Agreement, Executive's willful breach of any fiduciary duty to the Company, which, if curable, is not cured within ten (10) business days after the Company provides written notice of such breach; or any act of fraud or... willful and material misrepresentation or concealment upon, to or from the Company or the Board, in each case which causes, or should reasonably be expected (as of the time of such occurrence) to cause, substantial economic injury to or substantial injury to the business or reputation of the Company; (ii)Executive's Board;(ii)Executive's willful failure to adhere comply in any material respect to with (A) the Company's Code of Conduct in effect from time to time and applicable to officers 1 and/or employees generally, or (B) any written Company policy, if such policy is material to the effective performance by Executive of Executive's duties under this Agreement, in each case and, if such failure is curable, if Executive has been given a reasonable opportunity to cure this failure to comply within a period of time which causes, or should reasonably be expected is reasonable under the circumstances but not more than the thirty (30)-day period after written notice of such failure is provided to cause, substantial economic injury Executive; provided that if Executive cures this failure and then fails again to or substantial injury to comply with the business or reputation same provision of the Company; (iii)Executive's Code of Conduct or the same written Company policy, no further opportunity to cure that failure shall be required;(iii)Executive's misappropriation (or attempted misappropriation) of a material amount of the Company's funds or property; (iv)Executive's property;(iv)Executive's conviction of, the entering of a guilty plea or plea of nolo contendere or no contest (or the equivalent), with respect to (A) either a felony or a crime that materially adversely affects or could reasonably be expected to materially adversely affect the Company or its business reputation; or (v)Executive's (B) fraud, embezzlement, any felony offense involving dishonesty or constituting a breach of trust or moral turpitude;(v)Executive's admission of liability of, or finding of liability by a court of competent jurisdiction for, a knowing and deliberate violation of any "Securities Laws" that materially adversely affects or could reasonably be expected to materially adversely affect the Company or its business reputation; Laws"; provided that any termination of Executive by the Company for Cause pursuant to this clause (v) based on finding of liability by the court shall be treated instead for all purposes of this Agreement as a termination by the Company without Cause, with effect as of the date of such termination, if such finding is reversed on appeal in a decision from which an appeal may not be taken. taken or as to which the time to appeal has expired. As used herein, the term "Securities Laws" means any federal or state law, rule or regulation governing generally the issuance or exchange of securities, including without limitation the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). No Act");(vi)Executive's illegal possession or use of any controlled substance or excessive use of alcohol, in each case at a work function, in connection with Executive's duties, or on Company premises; "excessive" meaning either repeated unprofessional use or any single event of consumption giving rise to significant intoxication or unprofessional behavior; or(vii)Executive's willful or grossly negligent commission of any other act or willful failure to act in connection with Executive's duties as an executive of the Company which causes or should reasonably be expected (as of the time of such occurrence) to cause substantial economic injury to or substantial injury to the business reputation of the Company, including, without limitation, any material violation of the Foreign Corrupt Practices Act, as described herein below.No termination of Executive's employment shall be effective as a termination for Cause for purposes of this Agreement or any other "Company Arrangement" (as defined in Section 12(g)) 11(g)) unless Executive shall first have been given written notice by the Board of its intention to terminate his employment for Cause, such notice (the "Cause Notice") to state in detail the particular circumstances that constitute the grounds on which the proposed termination for 2 Cause is based. If, within twenty (20) calendar days after such Cause Notice is given to Executive, the Board gives written notice to Executive confirming that, in the judgment of at least a majority of the members of the Board, Cause for terminating his employment on the basis set forth in the original Cause Notice exists, his employment hereunder shall thereupon be terminated for Cause, subject to de novo review, at Executive's election, through arbitration in accordance with Section 29. If Executive commits or is charged with committing any offense of the character or type specified in subparagraph 1(d)(iv) 1(d)(iv), (v) or (v) (vi) herein, then the Company at its option may suspend Executive with or without pay. pay and such suspension shall not constitute "Good Reason" hereunder or for purposes of any other arrangement with the Company. If Executive subsequently is convicted of, pleads guilty or nolo contendere (or equivalent plea) to, any such offense, Executive shall immediately repay the after-tax amount of any compensation paid in cash hereunder from the date of the suspension. Notwithstanding anything to the contrary in any stock option or equity incentive plan or award agreement, all vesting and all lapsing of restrictions on restricted shares shall be tolled during the period of suspension and all unvested options and restricted shares for which the restrictions have not lapsed shall terminate and not be exercisable by or issued to Executive if during or after 2 such suspension Executive is convicted of, pleads guilty or nolo contendere (or equivalent plea) to, any offense specified in subparagraph 1(d)(iv) or (v). However, if Executive is found not guilty of all offenses relating to his suspension, or the charges relating to all such offenses are otherwise dropped, Executive shall be entitled to immediate payment of any amounts not paid during the suspension and any awards as to which the vesting or lapsing of restrictions was tolled shall immediately vest and applicable restrictions shall immediately lapse. 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
Cause. For purposes of this Agreement (other than Section 5.4), 'Good Reason' Agreement, "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 a... Section 16 officer or, if the Company's ultimate parent following a Change in Control; Control is not a public company, not reporting to the Chief Executive Officer of the Company's ultimate parent); (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 Company's Chief Executive Officer 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
Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon Executive's: (i) willful misconduct and mismanagement by Executive that is materially injurious to the Company; (ii) refusal in any material respect to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement; (iii) conviction, plea of no contest, or plea of nolo contendere for any felony; (iv) unlawful use (including being under the influence) or... possession of illegal drugs on the Company's (or any of its subsidiaries') premises while performing Executive's duties and responsibilities under this Agreement; (v) commission of an act of fraud, embezzlement, willful misappropriation, willful misconduct, or breach of fiduciary duty, in any case that results in material harm to the Company or any of its affiliates; (vi) material violation of any provision of this Agreement or a material Policy; or (vii) willful or prolonged, and unexcused, absence from work (other than by reason of Executive's disability due to physical or mental illness). For purposes of this definition, an action or inaction is only "willful" if it is done or omitted by Executive without a good faith belief that such action or inaction is in the best interests of the Company. Notwithstanding the foregoing, no termination for Cause will have occurred unless and until the Company has: (a) provided Executive, within thirty (30) days of the Company first becoming aware of the facts or circumstances constituting Cause, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure the same within thirty (30) days after the receipt of such notice. Any termination for Cause must occur within ninety (90) days of the Company first becoming aware of the facts or circumstances constituting Cause.View More
Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon Executive's: (i) willful misconduct and mismanagement by Executive that is materially injurious to Holdings, the Company; Company, or any of its subsidiaries; (ii) refusal in any material respect to carry out or comply with any lawful and reasonable directive of the Chief Executive Officer or the Board consistent with the terms of this Agreement; (iii) conviction, plea of no contest, or plea of nolo contendere for... any felony; felony or imposition of unadjudicated probation (or the procedural equivalent of any of the foregoing) of a felony or other crime involving moral turpitude under the laws of the United States or any foreign jurisdiction, or any state or political subdivision thereof; (iv) unlawful use (including being under the influence) or possession of illegal drugs on Holdings, the Company's (or any of its subsidiaries') premises while performing Executive's duties and responsibilities under this Agreement; (v) commission of an act of fraud, embezzlement, willful misappropriation, gross negligence, willful misconduct, or breach of fiduciary duty, in any case that results in material harm to Holdings, the Company or any of its affiliates; subsidiaries; (vi) material violation of any provision of this Agreement or a material Policy; or (vii) willful or prolonged, and unexcused, absence from work (other than by reason of Executive's disability due to physical or mental illness). For purposes The determination as to whether a particular act, failure to act or conduct of this definition, an action or inaction is only "willful" if it is done or omitted Executive gives rise to a termination for "Cause" shall be made by Executive without a good faith belief that such action or inaction is the Company in the best interests of the Company. its sole discretion. Notwithstanding the foregoing, no termination for Cause pursuant to Section 11(a)(i), (ii), or (vi), will have occurred unless and until the Company has: (a) provided Executive, within thirty (30) days of the Company first becoming aware of the facts or circumstances constituting Cause, written-notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure the same same, to the extent curable, within thirty (30) days after the receipt of such notice. Any termination for Cause must occur within ninety (90) days of the Company first becoming aware of the facts or circumstances constituting Cause. View More
Cause. For purposes of this Agreement, "Cause" for termination will mean: (a) conviction of or please of guilty or nolo contendere to any felony or any crime involving dishonesty; (b) participation in any fraud against the Company; (c) material breach of any Company's policy or procedure after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such breach (if deemed curable); (d) persistent failure or refusal to perform Executive's... job duties after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such performance issues (if deemed curable); (e) intentional damage to any property of the Company; (f) willful misconduct, or other violation of Company policy that causes harm; (g) breach of any written agreement by and between Executive and the Company; and (h) conduct by Executive which in the good faith and reasonable determination of the Company demonstrates gross unfitness to serve.View More
Cause. For purposes of this Agreement, "Cause" for termination will mean: (a) conviction of or please of guilty or nolo contendere to any felony or any crime involving dishonesty; (b) participation in any fraud against the Company; (c) material breach of any Company's policy or procedure after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such breach (if deemed curable); (d) persistent failure or refusal to perform Executive's... job duties after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such performance issues (if deemed curable); (e) intentional damage to any property of the Company; (f) willful misconduct, or other violation of Company policy misconduct that causes harm; (g) breach of any written agreement by and between Executive and the Company; Company after written notice from the Company and a reasonable period of not less than twenty-one (21) calendar days in which to cure such breach (if curable); and (h) conduct by Executive which in the good faith and reasonable determination of the Company demonstrates gross unfitness (i.e., equivalent to gross negligence) to serve. View More
Cause. For purposes of this Agreement, "Cause" shall mean the Executive's action, or failure to act, during the Executive's employment with the Company that is determined to constitute any of the following: (i) performance of any act or failure to perform any act in bad faith and to the detriment of any Company Entities; (ii) dishonesty, intentional misconduct or material breach of any agreement with any Company Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical... or emotional harm to any person. Prior to any termination for Cause pursuant to each such event listed in (i) or (ii) above, to the extent such event(s) is capable of being cured by the Executive, the Company shall give the Executive written notice thereof describing in reasonable detail the circumstances constituting Cause and the Executive shall have the opportunity to remedy same within thirty (30) days after receiving written notice.View More
Cause. For purposes of this Agreement, "Cause" shall mean the Executive's action, or failure to act, during the Executive's employment with the Company that is determined to constitute any of the following: (i) performance of any act or the Executive's failure to reasonably perform any act in bad faith and the duties assigned to the detriment of any Company Entities; Executive by the CEOs or the Board; (ii) dishonesty, intentional misconduct or material breach of any agreement with any Company Entity;... or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. Prior to any termination for Cause pursuant to each such event listed in (i) or (ii) above, to the extent such event(s) is capable of being cured by the Executive, the Company shall give the Executive written notice thereof describing in reasonable detail the circumstances constituting Cause and the Executive shall have the opportunity to remedy the same within thirty (30) days after receiving written notice. View More
Cause. Shall mean any of the following: i. breach by Executive of any material provision of this Agreement and, only if such material breach is capable of being cured, the expiration of a fifteen (15) day cure period for such breach after written notice thereof has been given to Executive; ii. Executive's gross negligence or willful misconduct in connection with the performance of his duties under this Agreement; iii. Executive's refusal to perform any reasonable directive of the Board; 10 iv. fraud,... criminal conduct or embezzlement by Executive; or v. Executive's misappropriation for personal use of any assets (having in excess of nominal value) or business opportunities of the Company.View More
Cause. Shall mean any of the following: i. breach by Executive of any material provision of this Agreement and, only if such material breach is capable of being cured, the expiration of a fifteen (15) day cure period for such breach after written notice thereof has been given to Executive; ii. Executive's gross negligence or willful misconduct in connection with the performance of his duties under this Agreement; iii. Executive's refusal to perform any reasonable directive of the Chief Executive... Officer or the Board; 10 iv. fraud, criminal conduct or embezzlement by Executive; or v. Executive's misappropriation for personal use of any assets (having in excess of nominal value) or business opportunities of the Company. Company; or vi. Executive's violation of the Company's policies prohibiting unlawful employment discrimination, retaliation or harassment, including sexual harassment which includes but is not limited to engaging in or aiding and abetting any act of employment discrimination, retaliation or harassment including sexual harassment. View More
Cause. Means (i) Executive's unauthorized use or disclosure of confidential information or trade secrets of the Company or any material breach of a written agreement between Executive and the Company, including without limitation a material breach of this Agreement, the Confidential Information Agreement or any other similar agreement; (ii) Executive's commission of, indictment for or the entry of a plea of guilty or nolo contendere by Executive to, a felony under the laws of the United States or any... state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) Executive's negligence or willful misconduct in the performance of Executive's duties or Executive's willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by Executive's against the Company; (v) any acts, omissions or statements by Executive which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company; or (vi) Executive's termination in connection with a dissolution, wind-down or liquidation of the Company (that is not a Change in Control), including as part of a voluntary or involuntary bankruptcy or insolvency proceedings.View More
Cause. Means (i) Executive's unauthorized use or disclosure of confidential information or trade secrets of the Company or any material breach of a written agreement between Executive and the Company, including without limitation a material breach of this Agreement, the Confidential Information Agreement or any other similar agreement; (ii) Executive's commission of, indictment for or the entry of a plea of guilty or nolo contendere by Executive to, a felony under the laws of the United States or any... state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States); (iii) Executive's negligence or willful misconduct in the performance of Executive's duties or Executive's willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by Executive's against the Company; or (v) any acts, omissions or statements by Executive which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company; or (vi) Executive's termination in connection with a dissolution, wind-down or liquidation of the Company (that is not a Change in Control), including as part of a voluntary or involuntary bankruptcy or insolvency proceedings. Company. View More
Cause. Means with respect to Executive one or more of the following: (i) the conviction of or plea of no contest to a felony or other crime involving moral turpitude or any other crime involving misappropriation, embezzlement or fraud, (ii) insubordination, willful misconduct or gross negligence in the performance of Executive's duties under this Agreement or any breach of fiduciary duty owed to any member of the Company Group or its owners, (iii) unexcused, intentional or repeated failure to perform... material assigned duties (that are materially consistent with the responsibilities and duties of Executive's title or under this Agreement) for any member of the Company Group, (iv) any act or omission aiding or abetting a competitor, supplier or customer of any member of the Company Group to the material disadvantage or detriment of such Company Group member, (v) Executive's appropriation or attempted appropriation of opportunities for Executive's own advantage or other conflicts of interest where Executive acts for his own personal benefit, instead of for the benefit of the Company Group, (vi) substance abuse or use of illegal substances while performing duties, in the workplace or that otherwise materially impairs Executive' ability to perform his responsibilities hereunder or results in material harm to any member of the Company Group or its owners (for purposes of clarity, the mere consumption of alcohol in a reasonable manner at Company social events does not constitute substance abuse) or the unlawful sale, use, or distribution of illegal or controlled substances by Executive, (vii) Executive breaches any confidentiality, non-competition, non-solicitation or non-disparagement covenant applicable to Executive, or (viii) a good faith determination by the Board that any other material breach of the this Agreement has occurred, and such breach is incurable or is not cured to the Board's reasonable satisfaction within 30 days after written notice thereof to Executive (it being understood Executive may be suspended (with pay only if such breach is ultimately so cured and without pay otherwise) during such 30-day period and there is no cure period for a violation of any restrictive covenants). It is agreed and understood that mere underperformance or substandard performance of the Company Group is not intended to and shall not provide an independent basis for termination for Cause. The determination as to whether Cause exists for purposes of this Agreement will be made by the Board in its sole discretion.View More
Cause. Means with respect to Executive one or more of the following: (i) the conviction of or plea of no contest to a felony or other crime involving serious moral turpitude or any other crime involving misappropriation, embezzlement or fraud, turpitude, (ii) insubordination, willful misconduct or gross negligence in the performance of Executive's duties under this Agreement or any breach of fiduciary duty owed to any member of the Company Group or its owners, Agreement, (iii) unexcused, intentional... or repeated failure to perform material assigned legal duties (that are materially consistent with the responsibilities and duties of Executive's title or under this Agreement) for any member of the Company Group, Company, (iv) any act or omission aiding or abetting a competitor, supplier or customer of any member of the Company Group to the material disadvantage or detriment of such Company Group member, (v) Executive's appropriation or attempted appropriation of opportunities for Executive's own advantage or other conflicts of interest where Executive acts for his own personal benefit, instead of for the benefit of the Company Group, (vi) substance abuse or use of illegal substances while performing duties, in the workplace or that otherwise materially impairs Executive' ability to perform his responsibilities hereunder or results in material harm to any member of the Company Group or its owners (for purposes of clarity, the mere consumption of alcohol in a reasonable manner at Company social events does not constitute substance abuse) or the unlawful sale, use, use or distribution of illegal or controlled substances by Executive, (vii) (v) engagement in any material misconduct which shocks the conscious and that causes material economic harm to the business or reputation of the Company or in any acts in competition with the Company. (vi) Executive materially breaches any confidentiality, non-competition, non-solicitation or non-disparagement covenant applicable to Executive, or (viii) (vii) a good faith determination by the Board that any other material breach of the this Agreement has occurred, occurred; provided, however, that no conduct specified in clauses (ii) through (vii) immediately above will constitute Cause unless and until the Company has provided Executive with written notice stating with specificity the conduct alleged to constitute Cause and Executive has failed to cure such breach is incurable or is not cured conduct, to the Board's reasonable satisfaction extent curable, within 30 thirty (30) days after written the receipt of such notice thereof to Executive (it being understood Executive may be suspended (with pay only if such breach is ultimately so cured and without pay otherwise) during such 30-day period and there is no cure period for a violation of any restrictive covenants). It is agreed and understood that mere underperformance or substandard performance of the Company Group is not intended to and shall not provide an independent basis for termination for Cause. The determination as to whether Cause exists for purposes of this Agreement will be made by the Board in its sole discretion. View More
Cause. Any of the following grounds for termination of the Executive's employment listed: (i) the Executive's knowing and material dishonesty or fraud committed in connection with the Executive's employment; (ii) theft, misappropriation or embezzlement by the Executive of the Company's funds and/or property; (iii) the Executive repeatedly negligently performing or repeatedly negligently failing to perform, or willfully refusing to perform, the Executive's duties to the Company (other than a failure... resulting from Executive's incapacity due to physical or mental illness); (iv) the Executive's conviction of or a plea of guilty or nolo contendere to any felony, a crime involving fraud or misrepresentation, or any other crime (whether or not connected with his employment) the effect of which is likely to adversely affect the Company or its affiliates; (v) a material breach by the Executive of any of the provisions or covenants set forth in this Agreement; or (vi) a material breach by the Executive of the Company's Code of Conduct. Prior to any termination for Cause pursuant to each such event listed in (i), (iii), (v) or (vi) above, to the extent such event(s) is capable of being cured by the Executive, the Company shall give the Executive written notice thereof describing in reasonable detail the circumstances constituting Cause and the Executive shall have the opportunity to remedy same within thirty (30) days after receiving written notice.View More
Cause. Any For purposes of this Agreement, "Cause" shall mean any of the following grounds for the Executive's termination of the Executive's employment listed: (i) the Executive's knowing and material dishonesty or fraud committed in connection with the Executive's employment; (ii) theft, misappropriation misappropriation, or embezzlement by the Executive of the Company's funds and/or property; funds; (iii) the Executive repeatedly negligently performing or repeatedly negligently failing to perform,... or willfully refusing to perform, the Executive's duties to the Company (other than a failure resulting from Executive's incapacity due to physical or mental illness); (iv) the Executive's conviction of or a plea of guilty or nolo contendere to any felony, a crime involving fraud or misrepresentation, or any other crime (whether or not connected with his employment) the effect of which is likely to adversely affect the Company or its affiliates; (v) a material breach by the Executive of any of the provisions or covenants set forth in this Agreement; or (vi) a material breach by the Executive of the Company's Code of Conduct. Conduct and Business Ethics; (vii) the Executive's appearing on the Office of the Inspector General's exclusions list; or (viii) any other act or omission by the Executive that has a material adverse effect on the Company's ability to operate. Prior to any termination of employment for Cause pursuant to each such event listed in (i), (iii), (v) (v), (vi), or (vi) (viii) above, to the extent such event(s) is capable of being cured by the Executive, the Company shall give the Executive written notice thereof describing in reasonable detail the circumstances constituting Cause and the Executive shall have the opportunity to remedy same within thirty (30) days after receiving written notice. View More
Cause. Shall be defined as the Executive's (i) conviction or indictment of, or plea of guilty or nolo contendere to, a felony, or any other crime involving moral 14 ACTIVE 258225778v.6 turpitude; (ii) willful failure or refusal to perform, or gross neglect of, the Executive's material duties and responsibilities to the Company Parties; provided, however, that any such failure resulting from the Executive's Disability shall not provide the Company with a basis for Cause; (iii) engaging in conduct... involving fraud, dishonesty, gross negligence, willful misconduct, or breach of fiduciary duty; or (iv) breach of a material term of (A) this Agreement (including any representation made under this Agreement), (B) any other written agreement between the Executive and the Company Parties, or (C) any written policy, procedure, or code of conduct established by the Company Parties, which breach (if curable, as reasonably determined by the Board in its sole discretion) is not cured by the Executive upon 30 days' written notice thereof by the Company.View More
Cause. Shall be defined as the Executive's (i) conviction or indictment of, or plea of guilty or nolo contendere to, a felony, or any other crime involving moral 14 ACTIVE 258225778v.6 turpitude; (ii) willful failure or refusal to perform, or gross neglect of, the Executive's material duties and responsibilities to the Company Parties; provided, however, that any such failure resulting from the Executive's Disability shall not provide the Company with a basis for Cause; (iii) engaging in conduct... involving fraud, dishonesty, gross negligence, willful misconduct, or breach of fiduciary duty; or (iv) breach of a material term of (A) this Agreement (including any representation made under this Agreement), (B) any other written agreement between the Executive and the Company Parties, or (C) any written policy, procedure, or code of conduct established by the Company Parties, which breach (if curable, as reasonably determined by the Board in its sole discretion) is not cured by the Executive upon 30 days' written notice thereof by the Company. View More
