Cause

Cause. Shall mean any of the following that occurs after the Start Date: i) willful failure to perform your duties and responsibilities to the Board, PAR, or PAR Affiliates; or ii) gross negligence, misconduct, fraud, or breach of fiduciary duty to PAR, PAR Affiliates, or PAR shareholders; or iii) embezzlement, theft, misappropriation of assets or property (tangible or intangible) of PAR or PAR Affiliates, or material dishonesty; or iv) act(s) or conduct that create or is reasonably anticipated to... create adverse publicity for PAR or PAR Affiliates; or v) violation of PAR's policies regarding compliance and professional behavior including, but not limited to: "Code of Business Conduct and Ethics" (Policy 708 and 708A); "Use of Company Resources and Security of Company Sensitive Information" (Policy 431); "Controlled Substances/Illegal Drugs and Alcoholic Beverages Prohibition" (Policy 421); or "Workplace Discrimination/ Harassment/Non-Fraternization" (Policy 419) policies as set forth in PAR's Manager's Manual; or vi) indictment for, plea of guilty or nolo contendre, or conviction of a felony related to PAR's business, or a crime involving dishonesty, misappropriation of any funds or property, fraud or embezzlement, violation of the Foreign Corrupt Practices Act, violation of federal or state securities laws or violation of other applicable laws and regulations or immoral conduct that adversely affects PAR's business; or vii) breach of the confidentiality or non-compete covenants set forth in agreements ancillary to this Agreement. View More

Cause. Means Termination of Service by reason of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties or gross negligence.

Cause. The term "Cause" shall mean: (i) violation by Executive of any agreement between Executive and the Company or any law relating to non-competition, trade secrets, inventions, non-solicitation or confidentiality; (ii) material breach or default of any of Executive's obligations or covenants under this Agreement, which has not been cured within 30 days of written notice thereof to Executive; (iii) Executive's gross negligence, dishonesty or willful misconduct; (iv) any act or omission by Executive... which has a material adverse effect on the Company's business, reputation, goodwill or customer relations; (v) conviction of or pleading nolo contendere to a crime by Executive (other than traffic related offenses); (vi) any act or omission by Executive which, at the time it occurs, is in material violation of any Company policy, such as they now exist or hereafter are supplemented, amended, modified or restated; or (vii) an act of fraud or embezzlement or the misappropriation of property by Executive. View More

Cause. Means (1) the commission of a felony involving moral turpitude, (2) the willful and repeated failure or refusal to carry out the material responsibilities of a Participant's employment with the Company or an Affiliate, or (3) any other willful misconduct or pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company or an Affiliate, all as determined by the Board acting in its sole discretion. Notwithstanding the preceding sentence, if there is... a written employment agreement in effect between a Participant and the Company or an Affiliate that defines the term 'cause' (or a term of like import) in a similar context, then, with respect to that Participant, the term Cause, as used in such context herein, shall have the meaning ascribed to such term under the Participant's employment agreement View More

Cause. Removal from the Board by means of a resolution that recites that the Participant is being removed solely for Cause

Cause. For "Cause" means that the Board determines in good faith that the Executive shall have: (i) committed an intentional material act of fraud or embezzlement in connection with his duties or in the course of his employment with the Company; (ii) committed intentional wrongful material damage to property of the Company; (iii) committed intentional wrongful disclosure of material secret... processes or material confidential information of the Company; (iv) been convicted of, or entered a guilty or no contest plea to, a felony or other crime involving dishonesty or moral turpitude; (v) committed a material breach of the Company's insider trading, corporate ethics and compliance policies, or any other board-adopted policies applicable to management conduct; or (vi) committed substantial, willful and repeated failures to perform duties which (x) are appropriate for Executive's position as reasonably instructed by (or on behalf of) the Board or Chief Executive Officer of the Company in writing, and (y) have not been cured within 30 days of Executive's receipt of notice of such failures. For the purposes of this Agreement, no act, or failure to act, on the part of the Executive will be deemed "intentional" 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 interest of the Company. View More

Cause. For "Cause" means that the Board determines in good faith that the Executive shall have committed: (i) an intentional material act of fraud or embezzlement in connection with his duties or in the course of his employment with the Company; (ii) intentional wrongful material damage to property of the Company; or (iii) intentional wrongful disclosure of material secret processes or material confidential information of the Company. For the purposes of this Agreement, no act, or failure to act, on... the part of the Executive will be deemed "intentional" 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 interest of the Company. View More

Cause. Deficiencies in performance or conduct, as determined in the sole discretion of the Company, resulting in termination of employment

Cause. (i) the continued failure by the Participant to substantially perform the Participant's duties with the Company or its Affiliates (other than any such failure resulting from the Participant's incapacity due to physical or mental illness), (ii) the engaging by the Participant in conduct which is demonstrably injurious to the Company or its Affiliates, monetarily or otherwise, (iii) the Participant committing any felony or any crime involving fraud, breach of trust or misappropriation or (iv) any... breach or violation of any agreement relating to the Participant's employment with the Company or its Affiliates where the Committee, in its sole but reasonable discretion, determines that such breach or violation materially and adversely affects the Company or any Affiliate View More

Cause. (i) indictment of the Participant for a felony, (ii) conduct by the Participant in connection with the Participant's employment duties or responsibilities that is fraudulent or grossly negligent, (iii) the Participant's willful misconduct on an ongoing basis after written notice from GMAC or any of its Subsidiaries to the Participant, (iv) the Participant's contravention of specific written lawful directions related to a material duty or responsibility which is directed to be undertaken from... the Board or the person to whom the Participant reports which is not cured within twenty (20) days of the Participant's receipt of written notice of such contravention, (v) breach of any restrictive covenants in favor of GMAC to which the Participant is subject, (vi) any acts of dishonesty by the Participant resulting or intending to result in personal gain or enrichment at the expense of GMAC, its Subsidiaries or affiliates, or (vii) the Participant's continued failure to comply with a material policy of GMAC, its Subsidiaries or affiliates after receiving notice from the Board or the Chief Executive Officer of GMAC of such failure to comply. An act or failure to act shall not be "willful" if the Participant reasonably believed that such action or inaction was in the best interests of GMAC. View More