Cause

Cause. Shall be given the meaning used in the Employment Agreement.

Cause. The Executive: (i) has materially failed, neglected or refused to perform the Executive's duties under this Agreement; (ii) has engaged in malfeasance, misappropriation, fraud, dishonesty or gross misconduct in the performance of the Executive's duties to the Company and such act has the effect of injuring the business or reputation of the Company or any of its subsidiaries or affiliates; (iii) has violated any Company policy or practice and such violation has a material adverse effect on the... Company or its subsidiaries or affiliates; (iv) has committed a material breach of this Agreement including those provisions relating to confidentiality, non-competition and non-solicitation set forth in this Agreement; or (v) has been convicted of or pled guilty or no contest to a crime involving moral turpitude or a felony View More

Cause. With respect to any Employee or Consultant, unless the applicable Award Agreement provides otherwise, shall have the meaning given to such term in any employment or other written agreement between such Participant and the Company or Affiliate, as applicable, or, in the event that such term is not defined in such agreement or in the absence of any such agreement, shall mean the occurrence of any of the following: (i) The Participant's willful failure to perform his or her duties and... responsibilities to the Company or an Affiliate, or refusal to perform any lawful and reasonable directive of the Company or an Affiliate; (ii) The Participant's gross negligence or willful misconduct in the performance of his or her duties for the Company or an Affiliate; (iii) The Participant's commission of any act of fraud, embezzlement, dishonesty, moral turpitude, misappropriation of funds, breach of fiduciary duty, duty of loyalty and fidelity or other willful misconduct with respect to the Company or an Affiliate, or any act, whether or not related to the performance of the Participant's Service, that affects the Company's or any Affiliate's reputation in a manner that may reasonably be expected to have a material adverse effect on the business, prospects, assets (including intangible assets), liabilities, financial condition, property or results of operation of the Company or any Affiliate; (iv) The Participant's unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any Affiliate or any other party to whom the Participant owes an obligation of nondisclosure as a result of the Participant's relationship with the Company or any Affiliate; (v) The Participant's breach of any of his or her obligations under any written agreement or covenant with, or any material policy of, the Company or any Affiliate; (vi) The Participant's indictment or conviction of or plea of nolo contendere to a felony or crime of moral turpitude; (vii) The Participant's debarment, exclusion or disqualification by any government regulator or government agency from participating in the business of the Company or any Affiliate; or (viii) The Participant's exhibition of a standard of behavior within the scope of or related to the Participant's employment, or is a violation of the Company's code of conduct, that is disruptive to the orderly conduct of the Company's or its Affiliates' business operations (including, without limitation, substance abuse, sexual harassment or sexual misconduct, or other unlawful harassment or retaliation). View More

Cause. A termination of employment of the Optionee due to (i) the inability or failure of the Optionee to adequately perform the material duties of his or her position, (ii) a material act or acts of fraud which result in or are intended to result in Optionee's personal enrichment at the direct expense of the Company, including without limitation, theft or embezzlement from the Company or any of its Affiliates, (iii) material violation by Optionee of any written policy, regulation or practice of the... Company or any of its Affiliates, (iv) conviction of Optionee of a felony, or (v) material breach by Optionee of any obligations of Optionee as an officer or employee of the Company or any of its Affiliates View More

Cause. (i) acts or omissions constituting gross negligence or willful misconduct on the part of Equity Holder with respect to Equity Holder's obligations or otherwise relating to the business of Parent or the Company, (ii) Equity Holder's (A) felony conviction of, or felony plea of nolo contendere for, fraud, misappropriation or embezzlement, or a felony crime of moral turpitude, or (B) conviction of fraud, misappropriation or embezzlement, (iii) Equity Holder's violation or breach of any fiduciary... duty, or (iv) Equity Holder's violation or breach of any contractual duty to Parent or the Company which duty is material to the performance of the Equity Holder's duties or results in material damage to Parent, the Company or their business; provided that if any of the foregoing events is capable of being cured, Parent will provide notice to Equity Holder describing the nature of such event and Equity Holder will thereafter have 30 days to cure such event. View More

Cause. The Executive's (i) material breach of any material terms of the Employment Agreement (as defined below), (ii) plea of guilty or nolo contendre to, or conviction of, the commission of a felony offense, (iii) repeated unexplained or unjustified absence, or refusals to carry out the lawful directions of the Board, or (iv) material breach of a fiduciary duty owed to the Company under the Employment Agreement, provided that any action or inaction described by (i), (iii), or (iv), above, shall not... be the basis of a termination of the Executive's employment with the Company for "Cause" unless the Company provided the Executive with at least twenty days advance written notice specifying in reasonable detail the conduct in need of being cured and such conduct was not cured within the notice period. View More

Cause. The commission of an act of dishonesty, gross incompetency or intentional or willful misconduct, which act occurs in the course of participant's performance of his duties as an employee

Cause. Any of the following shall have occurred: (1) the intentional and continued failure by Employee to substantially perform Employee's employment duties, such intentional failure involving willful and deliberate malfeasance or gross negligence in the performance of Employee's duties (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after (i) written demand for substantial performance is delivered by or on behalf of the Company, which demand... reasonably identifies the manner in which the Company believes Employee has not substantially performed Employee's duties, and (ii) Employee's failure to cure such performance failure within five business days after receipt of such written demand; (2) the intentional engaging by Employee in misconduct that is materially injurious to the Company; (3) the conviction of Employee or a plea of nolo contendere, or the substantial equivalent to either of the foregoing, of or with respect to, any felony; (4) the commission by Employee of acts of moral turpitude that are injurious to the Company; (5) a breach by Employee of the Confidentiality and Invention Agreement between the Company (or its affiliate) and Employee; (6) a breach by Employee of Employee's obligations under this agreement or the Arbitration Agreement (as hereinafter defined); or (7) a breach by Employee of the Company's Code of Ethics and Code of Conduct as then in effect. For purposes of this definition, no act, or failure to act, on Employee's part shall be considered "intentional" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Notwithstanding the foregoing, Employee will not be deemed to have been terminated for Cause without (1) reasonable written notice to Employee, setting forth the reasons for the Company's intention to terminate for Cause; (2) an opportunity for Employee to be heard by the [Company][Board] (or an authorized representative thereof); and (3) delivery to Employee of a written notice of termination from the [Company][Board] (or its authorized representative) stating that, in the good faith opinion of the [Company][Board] (or its authorized representative), Employee engaged in the conduct set forth above in clause (1), (2), (4), (5), (6) or (7) of the preceding paragraph or an event specified in clause (3) of the preceding paragraph has occurred. View More

Cause. For "Cause" shall mean any of the following shall have occurred: (a) The conviction of Employee of any felony; (b) The intentional and. continued failure by Employee to substantially perform Employee's employment duties, such intentional action involving willful and deliberate malfeasance or gross negligence in the performance of Employee's duties (other than any such failure resulting from Employee's incapacity due to physical or mental illness), after written demand for... substantial performance, such demand not to be unreasonable, is delivered by the Company or an Affiliate, as applicable, that specifically identifies the manner in which the Company or the Affiliate, as applicable, believes Employee has not substantially performed Employee's duties and which continues beyond a period of 10 business days immediately after notice thereof by the Company to Employee; (c) The intentional wrongdoing by Employee that is materially injurious to the Company or employing Affiliate, as applicable; or (d) Acts by Employee of moral turpitude that are injurious to the Company. For purposes of this definition, no act, or failure to act, on the part of Employee shall be deemed to be "intentional" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interests of the Company or the employing Affiliate, or both, as applicable. View More

Cause. (with regard to the Participant's Termination of Employment with the Control Group): (i) with regard to any member of the Control Group or any of such member's assets or business, the refusal or willful failure by the Participant to substantially perform his or her duties, (ii) with regard to any member of the Control Group or any of such member's assets or business, the Participant's dishonesty, willful misconduct, misappropriation, breach of fiduciary duty or fraud, or (iii) the Participant's... conviction or plea of guilty or nolo contendre of a felony (other than a traffic violation) or any other crime involving, in the sole discretion of the Committee, moral turpitude. View More