Cause

Cause. Shall have the meaning set forth in any employment, consulting, or other written agreement between the Participant and the Company. In addition, if there is no employment, consulting, or other written agreement between the Company and the Participant or if such agreement does not define Cause to the extent provided for below then for purposes of this Agreement, Cause both thereunder and under this Agreement shall mean, as determined by the Committee in its sole judgment, conviction of the... Participant under, or a plea of guilty by the Participant to any state or federal felony charge (or the equivalent thereof outside of the United States); any instance of fraud, embezzlement, self-dealing, insider trading or similar malfeasance with respect to the Company or its affiliates regardless of amount; substance or alcohol abuse; or other conduct for which dismissal has been identified in the Company's Code of Business Ethics and Conduct or the applicable Employee Handbook of the Company or its affiliates, or any successor manual, as a potential disciplinary measure. In addition, the Participant's employment or service shall be deemed to have terminated for Cause if, after the Participant's employment or service has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Plan, no act or failure to act on the Participant's part shall be considered willful unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company. View More

Cause. For purposes of this Agreement, "Cause" with respect to the termination by the Company of Executive's employment shall mean (i) failure by the Executive to materially perform his duties for the Company under this Agreement after at least one (1) warning in writing from the Chief Executive Officer or Chief Operating Officer of the Holding Company identifying specifically any such material failure and offering a reasonable opportunity to cure such failure; (ii) the willful engaging by the... Executive in material misconduct which causes material injury to the Company; or (iii) conviction of a crime (other than a traffic violation), habitual drunkenness, drug abuse, or excessive absenteeism other than for illness, after a warning (with respect to drunkenness or absenteeism only) in writing from the Chief Executive Officer or Chief Operating Officer of the Holding Company to refrain from such behavior. No act or failure to act on the part of the Executive shall be considered willful unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company. The Company shall have the burden of proving "Cause" by clear and convincing evidence. View More

Cause. The Participant's employment agreement with the Company; provided that if no such agreement or definition exists, "Cause" shall mean, unless otherwise specified in an Award Agreement, (i) the Participant's willful misconduct or gross negligence which materially and demonstrably results in financial harm to the Company; (ii) a material breach by the Participant of the Participant's fiduciary duty or duty of loyalty to the Company or any affiliate which demonstrably results in financial harm to... the Company; (iii) the plea of guilty by the Participant to or conviction of the Participant for the commission of a felony; or (iv) a willful and material breach of the Participant's obligations under any agreement entered into between the Participant and the Company or any Affiliate. View More

Cause. For termination of the Executive's employment by the Company shall mean and be limited to: (i) deliberate dishonesty by the Executive in connection with his employment; (ii) willful and prolonged absence from work (other than as a result of illness or incapacity) in circumstances that constitute a substantial abdication of the Executive's responsibilities to the Company after written notice thereof has been given by the Board of Directors of the Company to the Executive; (iii) material... violation of any code of conduct or standard of ethics of the Company applicable to the Executive; or (iv) the Executive's conviction of, or pleading of guilty or nolo contendere to, a felony. For purposes of this definition, no act or failure to act on the Executive's part shall be deemed "willful" unless done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. View More

Cause. Means: (i) the Advisor's continuous and intentional failure to perform its duties under this Agreement after written notice from the Company to the Advisor of such non-performance; (ii) the Advisor's commission of any act of gross negligence in the performance of its duties under this Agreement; (iii) the Advisor's commission of any act of fraud, misappropriation of funds, or embezzlement against the Company; (iv) the Advisor's commission of any other willful and intentional misconduct which is... materially injurious to the Company, monetarily or otherwise; and (v) the Advisor's default in the performance or observance of any material term, condition or covenant contained in this Agreement to be performed or observed on its part, when such default continues for a period of thirty (30) days after written notice thereof from the Company specifying such default and requesting that the same be remedied within such thirty (30) day period; provided, however, the Advisor shall have an additional sixty (60) days to cure any such foregoing default if (A) such default cannot reasonably be cured within thirty (30) days but can be cured within ninety (90) days, and (B) the Advisor shall have commenced to cure such default within the initial thirty (30) day period and thereafter diligently proceeds to cure the same within ninety (90) days of the date of the Company's original notice of the default View More

Cause. (A) the willful and continued failure by Officer substantially to perform Officer's reasonably assigned duties with the Company consistent with those duties assigned to Officer, other than a failure resulting from Officer's incapacity due to physical or mental illness, after a written demand for performance has been delivered to Officer by the Chief Executive Officer or the Chairman of the Board which specifically identifies the manner in which the Chairman or the CEO believes that Officer has... not substantially performed Officer's duties and is not or cannot be cured within thirty days after such written demand; (B) the conviction of guilty or entering of a nolo contendere plea to a felony, which is materially and demonstrably injurious to the Company; or (C) the commission of an act by Officer, or the failure by Officer to act, which constitutes gross negligence or gross misconduct. For purposes of this Section 4(i), no act, or failure to act, on Officer's part shall be considered "willful" unless done, or omitted, by Officer in bad faith. Any act, or failure to act, expressly authorized by a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or be an omission, by Officer in good faith. Notwithstanding the foregoing, Officer shall not be deemed to have been terminated for Cause unless the Company shall have delivered to Officer a copy of a resolution duly adopted by the Board finding, after reasonable notice to Officer and an opportunity for Officer to be heard with respect to such matter, that in the good faith opinion of the Board, Officer has engaged in the conduct set forth above in (A), (B), or (C) of this Section 4(i). Any such determination by the Board shall be subject to de novo review in mediation or in arbitration conducted pursuant to Section 15. View More

Cause. Shall mean (i) the conviction of Executive of a felony, (ii) the commission by Executive of an act of fraud or embezzlement involving assets of the Company or its shareholders, customers, suppliers or affiliates, (iii) a willful breach or habitual neglect of Executive's duties which he is required to perform under lawful and reasonable direction of the Company's Chief Executive Officer and which causes material harm to the Company's business, (iv) refusal to timely produce any and all... documentation related to the Company's business to the Chief Executive Officer upon request therefore, which refusal causes material harm to the Company's business; or (v) gross misconduct or gross negligence in connection with the business of the Company or an affiliate which has a material adverse effect on the Company and any of its subsidiaries. View More

Cause. Means any of the following: (i) Employee's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or Affiliate documents or records; (ii) Employee's material failure to abide by a Company's or Affiliate's code of conduct or other policies (including without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) Employee's unauthorized use,... misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or an Affiliate (including, without limitation, Employee's improper use or disclosure of confidential or proprietary information); (iv) any intentional act by Employee which has a material detrimental effect on the Company or an Affiliate's reputation or business; (v) Employee's repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or an Affiliate (including, without limitation, habitual absence from work for reasons other than illness), and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by Employee of any employment or service agreement between Employee and the Company or an Affiliate, which breach is not cured pursuant to the terms of such agreement; or (vii) Employee's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs Employee's ability to perform his or her duties with the Company or an Affiliate. View More

Cause. (i) the Optionee is convicted of a felony involving moral turpitude or (ii) the Optionee engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his duties for the Company, resulting, in either case, in material economic harm to the Company, unless the Optionee believed in good faith that such conduct was in, or not opposed to, the best interests of the Company.

Cause. (i) the willful failure by the Participant to perform substantially his duties under Section 3 of the Agreement (other than due to physical or mental illness) after reasonable notice to the Participant of such failure, (ii) the Participant's engaging in serious misconduct that is injurious to the Company or any subsidiary of the Company in any way, including, but not limited to, by way of damage to their respective reputations or standings in their respective industries, (iii) the Participant's... having been convicted of, or entered a plea of nolo contendere to, a crime that constitutes a felony or (iv) the breach by the Participant of any written covenant or agreement with the Company or any subsidiary of the Company not to disclose or misuse any information pertaining to, or misuse any property of, the Company or any subsidiary of the Company or not to compete or interfere with the Company or any subsidiary of the Company. View More