Cause

Cause. (i) your willfully engaging in gross misconduct that is materially and demonstrably injurious to the property or business of the Company or any of its subsidiaries, or (ii) your fraud, misappropriation or commission of a felony.

Cause. The occurrence by a Participant of any one or more of the following events: (a) the conviction of, or entry of a plea of "guilty" or "no contest" to, a felony or a crime involving moral turpitude or; (b) an unauthorized use or disclosure of confidential information or trade secrets of the Company (or a Subsidiary) or any successor or parent or subsidiary thereof; (c) other intentional misconduct, fraud, embezzlement or act of dishonesty that has a material adverse impact on the Company (and... its Affiliates) or any successor or parent or subsidiary thereof; or (d) an intentional and continued refusal or failure to act in accordance with any lawful and proper direction or order of the Board or the appropriate individual to whom Participant reports. View More

Cause. (b) "Cause" shall mean (i) an intentional act of fraud, embezzlement or theft in connection with your duties to the Company or in the course of your employment with the Company, (ii) your willful engaging in gross misconduct which is demonstrably and materially injurious to the Company, (iii) your willful and continued failure to perform substantially your duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness),... which such failure is not cured within five (5) days after a written demand for substantial performance is delivered to you by the Company which specifically identifies the manner in which the Company believes that you have not substantially performed your duties. For purposes of this Subsection, no act or failure to act on your part shall be deemed "willful" unless done or omitted to be done by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. View More

Cause. Any of the following: (1) The willful and continued failure of Executive to substantially or satisfactorily perform his duties under this Agreement as determined by the good-faith judgment of the Board of Directors, other than any such failure resulting from death or a Disability; (2) The conviction of Executive based on, or Executive's pleading nolo contendere to, an allegation of, fraud, embezzlement, theft or another felony (excluding a traffic violation). (3) Any willful and continued act... or omission by Executive that, in the good-faith judgment of the Board, is demonstrably and materially injurious to the Company's business or reputation. (4) A willful and continued breach of any of the material terms of this Agreement, and/or any attachments. No act or omission under any of clauses (1), (3) or (4) above shall constitute Cause (and will not be considered "willful and continued") unless such act or omission continues after the Board (i) provides Executive written notice describing the particular act(s) or omission(s) which the Board believes in good faith to constitute Cause, (ii) provides Executive an opportunity, as soon as reasonably possible, but in no event greater than thirty (30) days following that notice, to meet in person with the Board to explain or defend the alleged act(s) or omission(s) and, to the extent practicable, to cure such act(s) or omission(s), and (iii) following the expiration of such notice and cure period, determines that such act(s) or omission(s) have not been cured. No act or omission shall be considered "willful" if Executive believed in good faith and based upon reasonable business judgment that such acts or omissions were in the best interests of the Company. View More

Cause. With respect to any Participant: (i) any fraud, embezzlement or other dishonesty of the Participant that materially and adversely affects the Company's business or reputation; (ii) the Participant's conviction for a felony or entering into a plea of nolo contendere with respect to a felony; (iii) disclosure to any party outside the Company any of the confidential information; (iv) the determination by a medical expert that the Participant has an addiction to alcohol, controlled or prescription... medications or illegal drugs; (v) the refusal by the Participant to perform material duties and obligations hereunder; (vi) or the Participant's willful and intentional misconduct in the performance of material duties and obligations View More

Cause. A finding by the Board of Directors that any of the following conditions exist: (i) The Executive's willful and continued failure substantially to perform the Executive's duties (other than as a result of disability) that is not or cannot be cured within 30 days of the Corporation giving the Executive notice of the failure to so perform. For purposes of this Agreement, no act or failure to act will be deemed 'willful' unless effected by the Executive not in good faith and without a reasonable... belief that the Executive's action or failure to act was in or not opposed to the Corporation's best interests. (ii) A willful act or omission by the Executive constituting dishonesty, fraud or other malfeasance, and any act or omission by the Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation. (iii) The Executive's indictment for a felony offense under the laws of the United States or any state other than for actions related to operation of motor vehicles which does not involve operation of a motor vehicle while intoxicated or impaired. (iv) Breach by the Executive of the Corporation's Code of Ethics for Senior Financial Officers, any restrictive covenant, non-competition, confidentiality or non-solicitation, or other similar agreement which is applicable to the Executive, or breach of the Corporation's Code of Ethics. The Executive will not be deemed to have been terminated for Cause until there has been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board at a meeting called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive, with the Executive's counsel, to be heard before the Board), stating that, in the good faith opinion of the Board, the Executive has engaged in conduct described above and specifying the particulars in detail. View More

Cause. A termination of employment for 'Cause' means any termination of your employment by the Company or any of its Subsidiaries for (i) serious, willful misconduct in respect of your obligations to the Company or its Subsidiaries, which has caused demonstrable and serious injury to the Company or any of its Subsidiaries, monetary or otherwise, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect... after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony, which has caused demonstrable and serious injury to the Company or any of its Subsidiaries, monetary or otherwise, as evidenced by a binding and final judgment, order, or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal; or (iii) your willful and continual failure to substantially perform your duties for the Company or any of its Subsidiaries (other than resulting from your incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to you specifying the manner in which you have failed to substantially perform. View More

Cause. Shall have the same meaning prescribed in an Employee's employment agreement. If there is no such agreement or definition, the term "Cause" means willful and continued failure to substantially follow assigned duties, unlawful or willful misconduct that is economically injurious to the Company, conviction of (or a plea of nolo contendere to) a felony charge, or drug or alcohol abuse that impairs the Employee's ability to perform the essential duties of his position

Cause. Executive's (a) failure to perform any reasonable and lawful duty of Executive's position or failure to follow the lawful written directions of the Chief Executive Officer; (b) commission of an act that constitutes misconduct and is injurious to the Company or any subsidiary; (c) conviction of, or pleading "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof; (d) committing an act of fraud against, or the misappropriation of property belonging to, the... Company or any subsidiary; (e) commission of an act of dishonesty in connection with Executive's responsibilities as an employee and affecting the business or affairs of the Company; (f) breach of any confidentiality, proprietary information or other agreement between Executive and the Company or any subsidiary; or (g) failure or refusal to carry out the reasonable directives of the Company. View More

Cause. (1) an act of personal dishonesty taken by you in connection with your responsibilities as an employee and intended to result in your substantial personal enrichment, (2) your being convicted of a crime recognized as a felony in the United States, (3) a willful act by you which constitutes gross misconduct and which is injurious to the Company, (4) following delivery to you of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that... the you have not substantially performed your duties, continued violations by you of your obligations to the Company which are demonstrably willful and deliberate on your part. View More