Cause

Cause. Shall have the same meaning as set forth in your Executive Employment Agreement dated December 2, 2021, as amended (the "Executive Employment Agreement").

Cause. Means, with respect to Executive, as required by a final, non-appealable court order of the conviction of (or plea of no contest to) any felony by Executive.

Cause. The occurrence of any of the following events, as determined by the Board of Directors of the Corporation (the "Board") in good faith: (i) the Participant's failure to substantially perform the Participant's duties (other than a failure resulting from the Participant's Disability), including the Participant's failure to follow any lawful directive from the Board or the Participant's immediate supervisor; (ii) the Participant's material breach of any employment or other written agreement with... the Corporation or its affiliate, or material violation of any code or standard of behavior generally applicable to employees or executives of the Corporation; (iii) engaging in conduct that may reasonably result in reputational, economic or financial injury to the Corporation or its affiliates; (iv) the Participant's commission of, indictment for or plea of nolo contendere to a felony, any crime involving fraud or embezzlement under federal, state or local laws or a crime involving moral turpitude; (v) the Participant's failure to devote substantially all of the Participant's working time to the business of the Corporation and its affiliates; (vi) the Participant's unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Corporation or any of its affiliates or while performing the Participant's duties and responsibilities for the Corporation or any of its affiliates; (vii) the Participant's commission of an act of fraud, willful misconduct or gross negligence with respect to the Corporation or its affiliates, or the Participant's material breach of fiduciary duty against the Corporation or any of its affiliates; (viii) the Participant's engaging in misconduct in connection with the performance of any of the Participant's duties, including by embezzlement or theft from the Corporation or its affiliates, misappropriating funds from the Corporation or its affiliates or securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Corporation or its affiliates; or (ix) the Participant's disloyalty to the Corporation or its affiliates, including willfully aiding a competitor or improperly disclosing confidential information View More

Cause. (i) the Executive's willful and continued failure to substantially perform his duties after written demand by the Board (other than such failure resulting from the Executive's Disability or termination for Good Reason), (ii) the Executive's conviction of (or plea of nolo contendere to) a felony involving theft, embezzlement, dishonesty, fraud or moral turpitude under the laws of the United States or any state thereof or any other jurisdiction in which the Company or any of its subsidiaries... conducts business; or (iii) the Executive's material breach of this Agreement. For purposes of this definition, no act or omission by the Executive will be "willful" unless it is made by the Executive in bad faith or without a reasonable belief that such act or omission was in the best interests of the Company. For the avoidance of doubt, an act or omission will not be considered as willful where the Executive has acted in a manner consistent with a resolution of the Board (or a committee thereof). Cause will not exist unless and until determined by at least a majority of the Board at a meeting of the Board called and held for such purpose (after at least 5 days' advance written notice to the Executive and an opportunity for the Executive and his counsel to be heard before the Board). View More

Cause. Confidential 10 12.1.1 Executive has willfully and continually failed to substantially perform Executive's duties (other than due to an incapacity resulting from physical or mental illness or due to any actual or anticipated failure after Executive have given a Notice of Termination for Good Reason) after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer or the Board which specifically identifies the manner in which it is believed that... Executive has not substantially performed Executive's duties; or 12.1.2 Executive has willfully engaged in conduct which is demonstrably and materially injurious to the Company (monetarily or otherwise), including but not limited to a breach of fiduciary duty; or 12.1.3 Executive has willfully engaged in conduct which is illegal or in violation of the Company's Code of Ethics; or 12.1.4 Executive has been convicted of a felony or a crime involving moral turpitude; or 12.1.5 Executive has violated the provisions of Section 2 and/or Section 3 and/or Section 4 and/or Section 5 of this Agreement and, in any of the events described in Sections 12.1.1 through 12.1.5 above, the Board adopts a resolution or its minutes reflect a finding that in the good faith opinion of the Board that Executive was culpable for the conduct set forth in any of Sections 12.1.1 through 12.1.5 and specifying the particulars thereof in detail. For the purposes of this Agreement, no act or failure to act on Executive's part shall be considered willful unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interests of the Company. Any such resolution of the Board must receive the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose of considering the issue, and Executive must receive reasonable notice of the meeting and have an opportunity, with Executive's counsel, to present Executive's case to the Board. View More

Cause. (a) "Cause" shall mean any of the following: (i) the Executive's failure to perform the Executive's assigned duties or responsibilities pursuant to this Agreement (other than a failure resulting from the Executive's Disability) after written notice thereof from the Company describing the Executive's failure to perform such duties or responsibilities, and failure by the Executive within 30 calendar days from the date of such written notice to remedy such performance failure; (ii) the Executive's... engagement in any act of dishonesty, fraud, misrepresentation, embezzlement or other acts that are or would reasonably be expected to be injurious in a material respect to the Company; (iii) the Executive's violation of any federal or state law or regulation applicable to the business of the Company or its affiliates; (iv) the Executive's breach of any confidentiality agreement or invention assignment agreement between the Executive and the Company (or any affiliate of the Company); (v) the Executive being convicted of, or entering a plea of nolo contendere to, any crime (other than minor traffic violations) or any act of moral turpitude; (vi) the Executive's continuing gross negligence or gross misconduct after written notice thereof from the Company describing the applicable conduct, and failure to cure, if curable, by the Executive within 10 calendar days from the date of such written notice to remedy such conduct; or (vii) the Executive's breach of any material term of any employment-related agreement between the Executive and the Company. View More

Cause. Include, but not be limited to, any one or more of the following: (i) A determination by the Board of Directors of the Company (the "Board") in its sole discretion of material misconduct or gross or willful neglect by Employee of the duties that Employee is required to perform under the terms of this Agreement; (ii) a determination by the Board in its sole discretion that Employee has performed an act constituting a felony, or a misdemeanor involving the property or operations of the Company,... or a crime involving moral turpitude, or the commission of any other act or omission involving dishonesty or fraud; (iii) a determination by the Board, in its sole discretion, of conduct by Employee tending to bring the Company into public disgrace or disrepute; (iv) a failure to cure Employee's failure to perform his duties in a competent manner as reasonably directed by the Board within 30 days after written notice to Employee of such failure to perform; and (v) an unauthorized disclosure by Employee of the Company's Confidential Information. View More

Cause. Termination of an Optionee's or Grantee's employment by the Company for such reasons as may be defined as 'Cause' in any applicable employment agreement, or, if an Optionee or Grantee is not party to a valid employment agreement at the time of his or her termination, shall mean (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by an Optionee or Grantee; (ii) a material breach by an Optionee or a Grantee of a fiduciary duty owed to the Company or... any of its subsidiaries; (iii) a willful breach by an Optionee or Grantee of any non-disclosure, non-solicitation or non-competition obligation owed to the Company or any of its subsidiaries;(iv) the willful or gross neglect by an Optionee or Grantee of his or her employment duties; and (v) such other event as shall be set forth in the agreement evidencing the Optionee's or Grantee's award under this Plan View More

Cause. Shall, with respect to the Optionee, have the equivalent meaning or the same meaning as 'cause,' 'for cause' or any equivalent term set forth in any employment, consulting, or other agreement for the performance of services between the Optionee and the Company or any Subsidiary or, in the absence of any such definition in such agreement, such term shall mean (i) the Optionee's (1) willful failure to perform his material duties as an employee of the Company or a material breach of a material... term of this Agreement and (2) failure to 'cure' any such breach or default within thirty (30) days after receipt of written notice from the Company specifying such breach or default and the specific steps necessary to cure such breach or default; (ii) the commission of an act of fraud, embezzlement or material dishonesty that results in substantial personal enrichment to the Optionee; (iii) the Optionee's conviction of, or plea of nolo contendere to a felony; (iv) the Optionee's gross negligence or breach of fiduciary duty that results in material harm to the Company; (v) the material breach of a material term of the Optionee's confidential information and invention assignment, non-solicitation, non-disclosure and/or other similar agreement with the Company or any Subsidiary or (vi) the commission of an act which constitutes competition with the Company or any of its Subsidiaries. View More

Cause. With respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Cause" shall have the equivalent meaning or the same meaning as "cause" or "for cause" set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the... failure or refusal by the Participant to perform his or her duties as reasonably assigned by the Company (or a Related Entity) and such failure or refusal is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or a Related Entity), (ii) any material violation or breach by the Participant of any rules, regulations, policies, procedures or guidelines established by the Company (or a Related Entity) from time to time and such violation or breach is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or a Related Entity), (iii) any material violation or breach by the Participant of any agreement entered into by and between the Participant and the Company (or a Related Entity) (including, without limitation, an employment agreement, nondisclosure and confidentiality agreement, non-competition agreement and/or non-solicitation agreement), and such violation or breach is not cured to the reasonable satisfaction of the Company within the time period, if any, set forth in such agreement for the cure thereof, provided that such time period shall in no case be less than fifteen (15) days, (iv) any act of the Participant which could be expected to materially injure the business, business relationships or reputation of the Company (or a Related Entity), (v) any material violation by the Participant of any legal duty owed to the Company (or a Related Entity) and such violation is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or a Related Entity), (vi) any act by the Participant of dishonesty or bad faith with respect to the Company (or a Related Entity), (vii) chronic addiction to alcohol, drugs or other similar substances, or (viii) the commission by the Participant of any felony. The good faith determination by the Committee of whether the Participant's services were terminated by the Company (or a Related Entity) for "Cause" (whether under this Plan or any other applicable agreement to which the Participant is a party) shall be final and binding for all purposes hereunder. View More