Cause

Cause. (i) fraud or other willful misconduct with respect to the Company's business, (ii) gross negligence in the performance of duties, or (iii) conviction or plea of nolo contendere to a felony

Cause. Executive's: (i) commission of a felony, (ii) gross negligence, willful misconduct or insubordination with respect to the Company, any subsidiary or any affiliate of the Company or any subsidiary; (iii) breach of any of Executive's obligations under any agreement to which Executive and the Company or any subsidiary are a party; (iv) willful and continued failure to substantially perform the duties and responsibilities of Executive's position, (v) commission of any activity constituting a... material violation or breach under any federal, provincial or local law or regulation (excluding for greater certainty minor traffic violations) and (vi) fraud, breach of fiduciary duty, dishonesty, misappropriation or other intentional material damage to the property or business of the Company or any of its affiliates or subsidiaries. With respect to clauses (iii) and (iv), Executive will be given notice and a 10-day period in which to cure such breach, only to the extent such breach can be reasonably expected to be able to be cured within such period. View More

Cause. Any of the following events or conduct preceding a termination of employment initiated by Employer: (a) any act or failure to act that constitutes fraud, dishonesty, incompetence, willftul misconduct, breach of fiduciary duty involving personal profit, personal dishonesty, intentional failure to perform stated duties, willful violation of any law, rule, or regulation (other than a traffic violation or similar offense), or final cease and desist order; (b) the conviction of Employee of a felony... or crime involving moral turpitude; (c) Employee's entering into any transaction or contractual relationship (other than this Agreement) with, or diversion of business opportunity from, Employer (other than on behalf of Employer or with the prior written consent of the Board); (d) Employee breaches any of the covenants contained in Sections 5 through 8 of this Agreement or materially breaches any other portion of this Agreement; or (e) conduct by Employee that results in removal of Employee as an officer or employee of Employer pursuant to a written order by any regulatory agency with authority or jurisdiction over Employer View More

Cause. The term "Cause" used in connection with the termination of employment of Executive shall (a) have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of "Cause" is then in effect, (b) mean the termination of Executive's employment after Executive's: (i) material breach of this Agreement, the LLC Agreement, the Securityholders Agreement, an... employment agreement or any other written agreement between Executive and the Company or its subsidiaries, (ii) a material breach of any fiduciary, confidentiality, non-disclosure, non-competition, non-solicitation, non-interference, non-disparagement obligations to the Company or its subsidiaries (including without limitation, Executive's engagement in any Prohibited Activities as defined herein), (iii) willful refusal or failure to perform Executive's material duties to the Company or its subsidiaries (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) other than due to Executive's death or Disability, (iv) failure to follow the lawful directives of Executive's superior or the Board, (v) commission or indictment of any felony or a misdemeanor involving moral turpitude, (vi) fraudulent activity, (vii) material violation of any policies of the Company and/or its subsidiaries and (viii) any other misconduct or omission by Executive which is injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its Affiliates. In the case of sub-clauses (i), (ii), (iii), (iv), (vii) and (viii), to the extent curable as determined by the Company or its subsidiaries, Executive shall be given written notice and five business days to cure any such act or omission prior to being terminated for Cause. For the avoidance of doubt, a resignation by Executive shall be treated as a termination for "Cause" if there were grounds to terminate Executive for Cause prior to or at the time of such resignation. View More

Cause. One or more of the following: (i) the indictment of, or formal charge against, the Executive for any felony or any other offense involving embezzlement or misappropriation of funds, or any act of moral turpitude, dishonesty or lack of fidelity; or the Executive's admission of having engaged in the same; (ii) the payment (or, by the operation solely of the effect of a deductible, the failure of payment) by a surety or insurer of a claim under a fidelity bond issued for the benefit of the Company... reimbursing the Company for a loss due to the wrongful act, or wrongful omission to act, of the Executive; (iii) the Executive's failure to obey the reasonable and lawful orders of the Board of Directors of the Company (the "Board") or the Chief Executive Officer; (iv) the Executive's misconduct or gross negligence in the performance of, or willful disregard of, his duties and responsibilities to the Company; (v) the denial, revocation or suspension of a license, qualification or certificate of suitability to the Executive by any Gaming Authority or the reasonable likelihood that the same will occur; (vi) the Executive's refusal to submit to, or testing positive for unlawful substances as a result of, random drug testing, and/or (vii) any action or failure to act by the Executive that the Company reasonably believes, as a result of a communication or action by any Gaming Authority or on the basis of the Company's consultations with its gaming counsel and/or other professional advisors, will likely cause any Gaming Authority to: (A) fail to license, qualify and/or approve the Company to own and operate a gaming business; (B) grant any such licensing, qualification and/or approval only upon terms and conditions that are unacceptable to the Company; (C) significantly delay any such licensing, qualification and/or approval process; or (D) revoke or suspend any existing license. View More

Cause. In the absence of any employment or similar agreement between an Optionee and the Company or any Subsidiary otherwise defining Cause, dismissal by the Company of the Optionee as a result of (i) the commission of any act by the Optionee constituting financial dishonesty against the Company or any Subsidiary (which act would be chargeable as a crime under applicable law); (ii) the Optionee's engaging in any other act of fraud, intentional misrepresentation, moral turpitude, illegality or... harassment; (iii) unauthorized use or disclosure by an Optionee of any proprietary information or trade secrets of the Company or any other party to whom the Optionee owes an obligation of nondisclosure as a result of his or her relationship with the Company; (iv) the repeated failure by the Optionee to follow the directives of the chief executive officer or president of the Company or any Subsidiary, the Board, or the board of directors or managers of any Subsidiary; or (v) any material misconduct, violation of the Company's or any Subsidiary's policies, or willful and deliberate non-performance of duty by the Optionee in connection with the business affairs of the Company or any Subsidiary. In the event there is an employment or similar agreement between an Optionee and the Company or any Subsidiary otherwise defining Cause, "Cause" shall have the meaning provided in such agreement. View More

Cause. Cause means: (i) The Employee's commission of an act of material fraud or dishonesty against the Company; (ii) Any intentional refusal or willful failure to carry out the reasonable instructions of the Chief Executive Officer or the Board of Directors; -6- (iii) The Employee's conviction of, guilty plea or "no contest" plea to a felony or to a misdemeanor involving moral turpitude. Moral turpitude means so extreme a departure from ordinary standards of honesty, good morals,... justice, or ethics as to be shocking to the moral sense of the community; (iv) The Employee's gross misconduct in connection with the performance of his or her duties; (v) The Employee's improper disclosure of confidential information or violation of material Company policy or the Company code of ethics; (vi) The Employee's breach of his or her fiduciary duty to the Company; or (vii) The Employee's failure to cooperate with the Company in any investigation or formal proceeding or the Employee being found liable in a Securities and Exchange Commission enforcement action or otherwise being disqualified from serving in his or her role. View More

Cause. For the Company (or any acquiror or successor in interest thereto) to terminate your employment shall exist if any of the following occurs: (i) your commission of any felony, or of any other crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) your actual or attempted commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its affiliates; (iii) your material violation of any contract... or agreement between you and the Company (including but not limited to this Agreement, or the Proprietary Information Agreement), of any statutory duty owed to the Company, or of any policy of the Company; (iv) your unauthorized use or disclosure of the Company's confidential information or trade secrets (resulting in material harm to the Company); or (v) your willful misconduct that is likely to result in material harm to the Company. With regard to termination for Cause pursuant to subsection (iii) of the preceding sentence, if the material violation is reasonably susceptible to being cured, the Company will provide you with at least thirty (30) days' advance written notice describing your violation (which notice will be provided by the Company within thirty (30) days after the Company has learned of your violation), and you shall thereafter have thirty (30) days to cure the violation; and if you cure the violation within such thirty (30) day period, such violation shall not provide Cause for termination by the Company. Subject to the foregoing, the determination that a termination is for Cause shall be made in good faith by the Board in its sole discretion. View More

Cause. Means your (i) gross negligence or willful misconduct after a demand for substantial performance is delivered to you which specifically identifies the manner in which the Company believes you have engaged in gross negligence or willful misconduct and you have been provided with a reasonable opportunity to cure any alleged gross negligence or willful misconduct in the performance of your duties; (ii) commission of any act of fraud, gross misconduct or dishonesty with respect to the Company;... (iii) conviction of, or plea of guilty or "no contest" to, a felony or a crime involving moral turpitude; (iv) material break of any proprietary information and inventions agreement with the Company or any other unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) failure to follow the lawful directions of the Board after receiving written notification of such failure from the Board and a reasonable opportunity to cure such failure. For clarity, the Company's failure to meet any targeted or projected operational metrics specified by the Board (e.g., revenue levels, profitability and the like) shall not in and of itself constitute a "failure to follow lawful directions of the Board" under the immediately preceding clause (v). View More

Cause. (i) conviction of a Participating Partner for any crime (or upon entering a plea of guilty or nolo contendre to a charge of any crime) constituting a felony, (ii) dishonesty in the course of fulfilling a Participating Partner's employment duties, or (iii) willful and deliberate failure on the part of a Participating Partner to perform his employment duties in any material respect. Notwithstanding the foregoing, if a Participating Partner is a party to an employment agreement with the Company or... any Subsidiary or Affiliate that contains a definition of 'Cause,' such definition shall apply to the Participating Partner for purposes of the Program. View More