Cause

Cause. Shall mean any of the following: (a) As used herein, "Cause" means (i) Employee conviction or plea of "guilty" or "no contest" to any crime constituting a felony in the jurisdiction in which committed, any crime involving moral turpitude (whether or not a felony), or any other misdemeanor involving, fraud, dishonesty or willful misconduct; (ii) Employee failure and refusal to follow the lawful and proper directives of the Board of Directors; (iii) Employee knowing and willful breach of a... material provision of this Employment Agreement; (iv) Employee engaging in actions that would be likely to materially discredit or cause substantial damage to the Company or its reputation; (v) Employee knowing and willful material breach of your duty of care (except in good faith) or Employee duties of trust or loyalty; (vi) Employee willful falsification of records or reports; or (vii) Employee chronic absence from work for reasons other than illness, provided, however, that for purposes of (ii), (iii), (iv), (v), (vi) or (vii), the Company will provide to Employee a written notice from the Board of Directors which describes in detail the basis for the Board of Directors' belief that Employee has not substantially satisfied Employee obligations to the Company and a reasonable opportunity to cure any such alleged deficiencies within 30 days if such deficiency can be cured. Further, before terminating employment for Cause, the Company shall provide Employee with the opportunity to appear before the Board at a regular or special meeting, represented by counsel, to address the grounds upon which the termination is based. View More

Cause. (a) willful engagement by Executive in misconduct that is materially and demonstrably injurious to the Company and its subsidiaries, taken as a whole, or (b) Executive's conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct that constitutes a felony and that either is materially and demonstrably injurious to the Company and its subsidiaries, taken as a whole, or impairs Executive's ability to perform substantially his duties with the Company. No act or... failure to act by the Executive will be considered "willful" unless done or omitted to be done by the Executive without a reasonable and actual belief that the action or omission was in the best interests of the Company and its subsidiaries. View More

Cause. (i) A material breach committed by the Participant of the Participant's service or fiduciary obligations to the Company (other than mental illness), which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; or (ii) The Participant terminating his services with the Company other than for "Good Reason" (as such term is set forth in any employment, consulting, Grant or other agreement between the Company and the Participant); or... (iii) The conviction of the Participant of a felony based upon a violent crime or a sexual crime involving baseness, vileness or depravity; or (iv) Substance abuse by the Participant in a manner which materially affects the performance of the Participant's obligations hereunder; or (v) Any act or omission of the Participant which is materially contrary to the business interests, representations or goodwill of the Company; or (vi) Such other definition as set forth in any employment, consulting, Grant or other agreement between the Company and the Participant, which agreement shall control. View More

Cause. As defined in the employment agreement between Employee and Company or one of its Affiliates, or if "Cause" is not defined in such employment agreement or in the absence of such employment agreement, "Cause" means the occurrence of any of the following events, as reasonably determined by the Committee or its delegate: (i) Employee's willful or continued failure to perform his or her duties; (ii) Employee's willful failure to comply with any valid and legal directive of the Board, [the President... or the CEO]; (iii) Employee's willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the Company or any of its Affiliates; (iv) Employee's embezzlement, misappropriation of funds, or fraud with respect to the Company or any of its Affiliates; (v) Employee's conviction of. or plea of guilty or nolo contendere to, a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) Employee's material violation of the Company's written policies or code of conduct; or (vii) Employee's material breach of any obligation under this Agreement or any other written agreement between Employee and the Company or its Affiliates. View More

Cause. Shall mean: (i) the continued failure of the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), which such failure continues or remains uncorrected twenty (20) days after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Executive has not substantially performed the Executive's duties, or... (ii) a judicial determination that Executive has engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may be counsel employed by the Company or its subsidiaries) shall be conclusively presumed to not give rise to Cause. View More

Cause. Such meaning as determined by the Administrator and set forth in the applicable Award Agreement

Cause. For termination of the Executive's employment at the instance of the Company means termination for: (i) prior to a Change in Control, the Executive's material breach of this Agreement, which is not remedied within 30 days after receipt of written notice thereof; (ii) prior to a Change in Control, an act or acts of dishonesty undertaken by the Executive and intended to result in gain or personal enrichment of the Executive at the expense of the Company; (iii) persistent failure by the Executive... to perform the duties of the Executive's employment, which failure is demonstrably willful and deliberate on the part of the Executive and constitutes gross neglect of duties by the Executive and which is not remedied within 90 days after receipt of written notice thereof; or (iv) the indictment or conviction of the Executive for a felony if the act or acts constituting the felony are substantially detrimental to the Company or its reputation. View More

Cause. A finding by the Plan Administrator that the Participant has: 1) committed any willful, intentional or grossly negligent act materially injuring the interest, business or reputation of the Company or any of its affiliates; 2) engaged in any willful misconduct, including insubordination, in respect of his or her duties or obligations to the Company or its affiliates; 3) violated or failed to comply in any material respect with the Company's published rules, regulations or policies, as in effect... from time to time; 4) committed a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty (including entry of a nolo contendere plea resulting in conviction of a felony or misdemeanor involving moral turpitude, fraud, theft or dishonesty); 5) misappropriated or embezzled any property of the Company or any of its affiliates (whether or not a misdemeanor or felony); 6) failed, neglected or refused to perform the employment or Board duties, as applicable, related to his or her position as from time to time assigned to him or her (including, without limitation, the Participant's inability to perform such duties as a result of alcohol or drug abuse, chronic alcoholism or drug addiction); or 7) breached any applicable employment agreement. "Willful" means an act or omission in bad faith and without reasonable belief that such act or omission was in, or not opposed to, the best interests of the Company. View More

Cause. Any of the following: (i) The engagement by the Executive in fraudulent conduct, which the Board determines, in its reasonable discretion, has a significant adverse impact on the Company in the conduct of the Company's business; (ii) Conviction of a felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction, which the Board determines, in its sole discretion, has a significant adverse impact on the Company in the conduct of the Company's business;... (iii) Neglect or refusal by the Executive to perform his duties or responsibilities, which neglect or refusal, if capable of correction, is not corrected by Executive after seven (7) days' notice in writing to Executive from the Board which specifies the neglect or refusal; or (iv) Material violation by the Executive of the Company's established policies and procedures, which violation, if capable of correction, is not corrected by Executive after seven (7) days' notice in writing to Executive from the Board which specifies the violation. View More

Cause. (i) Optionee engages in a material act of misconduct, including but not limited to misappropriation of trade secrets, fraud, or embezzlement; (ii) Optionee commits a crime involving dishonesty, breach of trust, or physical harm to any person; (iii) Optionee breaches a material term of any agreement between Optionee and the Company or any Subsidiary; (iv) Optionee refuses to implement or follow a lawful policy or directive of the Company; (v) Optionee engages in misfeasance or malfeasance... demonstrated by Optionee's failure to perform Optionee's job duties diligently and/or professionally; or (vi) Optionee violates a Company policy or procedure which is materially injurious to the Company, including violation of the Company's policy concerning sexual harassment, discrimination or retaliation. View More