Cause

Cause. Shall have the meaning provided in the Special Severance Program for Officers.

Cause. Means (i) willful or grossly negligent failure by the Executive to perform his or her duties (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or disability), (ii) willful or grossly negligent commission of an act of fraud or dishonesty resulting in economic, financial or reputation injury to the Company, (iii) conviction of, or entry by the Executive of a guilty or no contest plea to, the commission of a felony or a crime involving or... relating to the Company or its business, or involving or relating to moral turpitude, (iv) a willful or grossly negligent breach by the Executive of his or her fiduciary duty to the Company which results in economic, financial or reputation injury to the Company, or (v) willful or grossly negligent breach of the Executive's confidentiality and non-solicitation covenants contained herein. The Company shall provide written notice to the Executive of its determination that Cause exists and give the Executive an opportunity (not exceeding 30 days without the Board's consent) to cure such Cause. View More

Cause. (1) embezzlement or theft by Executive of any property of Employer; (2) any breach by Executive of any material provision of this Agreement; (3) any act by Executive constituting a felony or otherwise involving theft, fraud, gross dishonesty, or moral turpitude; (4) negligence or willful misconduct on the part of Executive in the performance of his duties as an employee, officer, or director of Employer; (5) Executive's breach of his fiduciary obligations to Employer; or (6) any chemical... dependence of the Executive which adversely affects the performance of his duties and responsibilities to Employer. View More

Cause. For purposes of this Agreement, "Cause" means (i) Executive's willful and continued failure to perform the duties and responsibilities of his position that is not corrected within a thirty (30) day correction period that begins upon delivery to Executive of a written demand for performance from the Board that describes the basis for the Board's belief that Executive has not substantially performed his duties; (ii) any act of personal dishonesty taken by Executive in connection with his... responsibilities as an employee of the Company with the intention or reasonable expectation that such may result in substantial personal enrichment of Executive; (iii) Executive's conviction of, or plea of nolo contendre to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business, or (iv) Executive materially breaching Executive's Confidential Information Agreement, which breach is (if capable of cure) not cured within thirty (30) days after the Company delivers written notice to Executive of the breach. View More

Cause. Means: (i) Executive's failure to devote his best efforts and substantially full time during normal business hours to the discharge of the duties and responsibilities of Executive's position reasonably assigned to him, other than during reasonable periods of vacation and other reasonable leaves of absence commensurate with Executive's position and length of service; or (ii) A material and willful breach of Executive's fiduciary duties to the Company and its stockholders; or (iii) In connection... with the discharge of Executive's duties with the Company, one or more material acts of fraud or dishonesty or gross abuse of authority; or (iv) Executive's commission of any willful act involving moral turpitude which materially and adversely affects (A) the name and good will of the Company or (B) the Company's relationship with its employees, customers or suppliers; or (v) Executive's habitual and intemperate use of alcohol or drugs to the extent that the same materially interferes with Executive's ability to competently, diligently and substantially perform the duties of his employment. "Cause" shall be determined in the discretion of the Board in the exercise of good faith and reasonable judgment. View More

Cause. The occurrence or existence of any of the following with respect to the Executive, as determined by a majority of the disinterested directors of the Board: (a) the Executive's conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for any crime involving moral turpitude or any felony punishable by imprisonment in the jurisdiction involved; (b) whether prior to or subsequent to the date hereof, the Executive's willful engaging in dishonest... or fraudulent actions or omissions which results directly or indirectly in any demonstrable material financial or economic harm to the Company or its affiliates; (c) the Executive's willful breach or willful and habitual neglect of his or her material duties, and such breach or neglect remains uncured for a period of forty-five (45) days after written notice from the Company; (d) the repeated non-prescription use of any controlled substance which in the Board's reasonable determination renders the Executive unfit to serve in his or her capacity as an officer or employee of the Company or its affiliates; or (e) the Executive's physical destruction of substantial property or assets of the Company or its affiliates. View More

Cause. Either a violation of Section 8 or termination of Employment for any act of dishonesty, willful misconduct, gross negligence, intentional or conscious abandonment or neglect of duty, criminal activity, fraud or embezzlement, any unauthorized disclosure or use of material confidential information or trade secrets, or violation of any non-compete, non-disclosure, or non-solicitation agreement to which Employee is subject.

Cause. Means: (i) any act of willful misconduct or dishonesty by Executive in the performance of his duties; (ii) any willful and persistent failure by Executive to attend to his duties; or (iii) any action by Executive which would constitute a violation of the provisions of this Agreement under the headings "Nonsolicitation" and "Confidentiality and Nondisclosure" if such actions occurred during the Restricted Period; or (iv) any action by Executive which would constitute a violation of the... provisions of the Noncompete Addendum if such actions occurred during the Restricted Period and Executive had elected to execute the Noncompete Addendum; or (v) Executive's conviction of (or pleading guilty or nolo contendere to) any felony, or of a criminal offense resulting in imprisonment, or of any misdemeanor involving theft, embezzlement, dishonesty or moral turpitude. View More

Cause. Means (i) Executive's fraud or material dishonesty in connection with the performance of his duties for the Employer, (ii) the failure by Executive (other than by reason of Disability) to substantially perform the duties of his position, as directed by the Chief Executive Officer and/or his or her designee, which failure is not cured, if reasonably susceptible of cure, within 10 business days after delivery of written notice thereof to Executive, or (iii) Executive's conviction of a felony, or... plea of guilty or nolo contendere to, a charge of commission of a felony, or (iv) commission of any act, or violation of any law, that in the good faith judgment of the Board could reasonably be expected to bring material disrepute to the Employer or adversely affect Executive's ability to perform his duties for the Employer. View More

Cause. Any termination of a Participant's employment because of any of the following events: (i) any act or failure to act by the Participant involving fraud, theft or embezzlement; (ii) the willful and continued failure of the Participant to (A) perform substantially the Participant's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) or (B) the Participant's failure to follow the directions of an officer of the Company to whom such... Participant reports or of the Board of Directors; (iii) the willful engagement by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company; or (iv) the Participant's conviction of (or a plea of nolo contendere to) a crime that constitutes a felony or other crime involving moral turpitude, in either case within the meaning of applicable law View More