Cause

Cause. For termination of a Participant's Continuous Service Status will have the definition set forth in each Optionee's applicable Option Agreement or Restricted Stock Purchase Agreement, as the case may be

Cause. For purposes of this Agreement, "Cause" will mean: (i) Executive's gross negligence or willful misconduct in the performance of the Employee's duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in substantial and material damage to the Company or its subsidiaries; (ii) Repeated unexcused absences from the Company; (iii) Commission of any act of fraud with respect to the Company; (iv) Conviction of a felony or a crime involving moral... turpitude and causing material harm to the standing and reputation of the Company, in each case as determined in good faith by the Board; (v) Executive's failure to identify to the Board (with such identification to be made in writing to the Board) an appropriate individual to serve as President of the Company and as a successor to Executive (the "Successor") by January 31, 2009 (with any determination relating to the appropriateness of the Successor identified by Executive to be made in writing by the Board and in the sole discretion of the Board in good faith); or (vi) The Board's determination that the transition to the Successor has not been successfully accomplished within one hundred and eighty (180) days of the first day of Successor's employment with the Company as President. The determination with respect to this Section 12(a)(vi) will be made in the sole discretion of the Board; provided, however, that such determination will be made in good faith by the Board and will be based solely on Executive's efforts to ensure a successful transition. Any dispute relating to the provisions of Sections 12(a)(v) and 12(a)(vi) (as with any and all disputes arising out of the terms of this Agreement) will be subject to binding arbitration as provided in Section 18 of this Agreement. View More

Cause. Shall mean (i) any act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of the Employee, (ii) the conviction of or plea of nolo contendere or guilty to a felony, (iii) a willful act by the Employee that constitutes gross misconduct and that is injurious to the Companies, (iv) for a period of not less than thirty (30) days following delivery to the Employee of a written demand for... performance from the Companies that describes the basis for the Companies' belief that the Employee has not substantially performed his duties, a continued violation by the Employee of the Employee's obligations to the Companies that are demonstrably willful and deliberate on the Employee's part or (v) Employee's breach of this Agreement or any covenant contained in this Agreement or the Confidential Information and Invention Assignment Agreement or any covenant contained therein. Any dismissal for cause must be approved by the CEO or the Board prior to the dismissal date. View More

Cause. Means (i) the failure by MOORE to perform his duties hereunder after written notice thereof and time to cure; (ii) his failure to follow the written legal directions of the Board after written notice thereof; (iii) his conviction of, or pleading guilty or nolo contendere, to a felony or a crime involving moral turpitude, fraud or embezzlement; (iv) willful misconduct with regard to the Corporation (including violations of securities laws) having a material adverse impact on the Corporation; or... (v) an uncured material breach by MOORE of this Agreement or material breach by MOORE of his fiduciary duties; in each case, unless cured within twenty (20) calendar days' of MOORE's receipt of written notice by the Board of its determination to terminate MOORE with Cause, to the extent curable. View More

Cause. (a) the Executive's failure to perform his reasonable assigned duties to the standards reasonably required by the Company (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written notice is received by the Executive from the Company describing in reasonable detail the manner in which the Board of Directors believes the Executive has not performed the Executive's duties to the standards reasonably required... by the Company; or (b) the Executive's willful engagement in illegal conduct or gross misconduct that is materially injurious to the Company. For purposes of this Section 1.3(b), no act or failure to act by the Executive shall be considered "willful" unless it is done intentionally and without reasonable belief that the Executive's action was in the best interests of the Company. View More

Cause. The occurrence of any one or more of the following: (i) fraud, embezzlement and /or misappropriation of the Company's (or any successor's) funds; (ii) gross or willful misconduct by you in the performance of your duties; (iii) a material violation of the Company's (or any successor's) Code of Conduct; or (iv) a conviction by, or entry of a plea of guilty or nolo contendre in, a court of competent jurisdiction for any crime which constitutes a felony or act or moral turpitude in the jurisdiction... involved. The determination as to whether a Optionee is being terminated for Cause shall be made in good faith by the Company's entire Board and shall be final and binding on the Optionee. View More

Cause. The occurrence of any one or more of the following: (i) fraud, embezzlement and /or misappropriation of the Company's funds; (ii) gross or willful misconduct by you in the performance of your duties; (iii) a material violation of the Company's Code of Conduct; or (iv) a conviction by, or entry or a plea of guilty or nolo contendre in, a court of competent jurisdiction for any crime which constitutes a felony or act or moral turpitude in the jurisdiction involved.

Cause. Means the Grantee's Termination by reason of (i) his continued or willful failure substantially to perform his duties for the Corporation (other than any such failure due to the Grantee's physical or mental illness), (ii) his willful and serious misconduct in connection with the performance of his duties for the Corporation that has caused or is reasonably expected to result in material injury to the Corporation, (iii) the Grantee's conviction of, or entering a plea of guilty or nolo ... contendere to, a crime that constitutes a felony or a crime involving moral turpitude, (iv) his fraudulent or dishonest conduct or (v) his material breach of any of his obligations or covenants under any written policies of the Corporation or any written agreement between such Grantee and the Corporation; provided that if the Grantee is a party to an effective employment agreement on the date of determination and such employment agreement contains a different definition of Cause, the definition of Cause contained in such employment agreement shall be substituted for the definition set forth above for all purposes hereunder. View More

Cause. Consultant's or Dr. Geller's breach of the covenants set forth in Sections 8 or 9

Cause. Shall mean the following: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with State Auto (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or an elected officer of State Auto which specifically identifies the manner in which the Board or such elected officer believes that the Executive has not substantially... performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to State Auto, as determined by the Board. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of State Auto. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for State Auto, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of State Auto. Nothing in this Agreement will limit the right of the Executive or the Executive's beneficiaries to contest the validity or propriety of any such determination. View More