Cause

Cause. Shall have the meaning set forth in the Participant's employment agreement with the Company or any of its Subsidiaries, if applicable, and otherwise shall mean (i) the Participant's failure or refusal to follow the reasonable instructions of the Participant's supervisor (or for the CEO, the Company's Board of Directors) (other than due to the Participant's Permanent Disability), which failure or refusal is not cured within thirty (30) days following written notice; (ii) the Participant's... conviction of a felony or of a misdemeanor if such misdemeanor involves moral turpitude or misrepresentation, including a plea of guilty or nolo contendere; (iii) the Participant's unlawful use (including being under the influence) or possession of illegal drugs on the Company's or any of its Subsidiaries' premises; (iv) the Participant's commission of any act of fraud, embezzlement, misappropriation of funds, intentional misrepresentation, breach of fiduciary duty or other act of dishonesty materially detrimental to the Company or any of its Subsidiaries; or (v) the Participant's intentional wrongful act or gross negligence that has a materially detrimental effect on the Company or its Subsidiaries. View More

Cause. Shall mean the Director's gross negligence, willful misconduct or failure to satisfy his fiduciary duties as a director.

Cause. Termination because of (a) any willful, material violation by the Participant of any law or regulation applicable to the business of the Company or a Parent or Subsidiary of the Company, the Participant's conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or any willful perpetration by the Participant of a common law fraud, (b) the Participant's commission of an act of personal dishonesty which involves personal profit in connection with the Company or any other... entity having a business relationship with the Company, (c) any material breach by the Participant of any provision of any agreement or understanding between the Company or any Parent or Subsidiary of the Company and the Participant regarding the terms of the Participant's service as an employee, officer, director or consultant to the Company or a Parent or Subsidiary of the Company, including without limitation, the willful and continued failure or refusal of the Participant to perform the material duties required of such Participant as an employee, officer, director or consultant of the Company or a Parent or Subsidiary of the Company, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between the Company or a Parent or Subsidiary of the Company and the Participant, (d) Participant's disregard of the policies of the Company or any Parent or Subsidiary of the Company so as to cause loss, damage or injury to the property, reputation or employees of the Company or a Parent or Subsidiary of the Company, or (e) any other misconduct by the Participant which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or a Parent or Subsidiary of the Company View More

Cause. With respect to the termination of this Agreement, fraud, criminal conduct, misconduct or negligent breach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor.

Cause. The Executive's (i) conviction or plea of no contest to a felony, (ii) continuing neglect, refusal, or failure to perform his material duties to the Company (other than a failure resulting from his incapacity due to physical or mental illness), (iii) misconduct in the performance of his duties to the Company, (iv) breach of any written non-competition, non-disclosure or non-solicitation agreement in effect with the Company, or (v) refusal or failure to carry out directives or instructions of... the Board or the Chief Executive Officer of the Company that are consistent with the scope and nature of the Executive's duties and responsibilities set forth in any written employment or service contract with the Company as in effect at the time at issue. View More

Cause. Any termination of Employee's employment by Employer as a result of any of the following: (i) Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty; (ii) Employee's engaging in any fraud, dishonesty, misconduct, or gross negligence or otherwise acting in disregard of Employer's best interests in a manner that is materially injurious to the business or reputation of Employer; (iii) Employee's refusal to or Employee willfully violating in a material respect... Employer's Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions; (iv) Employee's willful failure or refusal to perform Employee's assigned duties; (v) Employee's willful and continued refusal to follow the reasonable instructions or direction of the Board of Directors regarding the operation of Employer's business and affairs, or the management of Employer's employees; (vi) Employee's willful and continued material breach of this Agreement; or (vii) Employee seizing an opportunity for himself instead of offering such opportunity to Employer if it is within the scope of Employer's or its subsidiaries' or parent company's or its affiliates' business; provided, however, that that with respect to (iv), (v), and (vi) above, Employee will be provided notice of any misconduct and/or breach constituting Cause and given reasonable opportunity (not to exceed 30 days) to cure the misconduct and/or breach, and provided further that such 30 day cure period shall only be available for the first such misconduct and/or breach of the same or substantially similar type and subsequent misconduct and/or breach of the same or substantially similar type shall constitute Cause without regard to Employee's subsequent cure of same. View More

Cause. Shall have the definition set forth in the Severance Plan as in effect on the date of this letter; provided, however, that it shall also include any violation or breach of the provisions of this letter, including but not limited to any breach of the nondisparagement provisions in Section 15 below.

Cause. (i) the commission of fraud, embezzlement, theft or other material act of dishonesty in the performance of your duties for, or responsibilities to, the Company and (ii) willful, or repeated and negligent, failure to adequately perform your duties for, or responsibilities to, the Company after reasonable notice from the Board setting forth in reasonable detail the nature of such failure and you shall not have remedied such failure within ten (10) days of receiving such notice. Any act, or... failure to act, based on authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel of the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest of the Company. View More

Cause. (i) your failure to comply with the policies of the Company or any Affiliate or your failure to perform your duties in substantial compliance with your responsibilities, which failure is not cured to the reasonable satisfaction of the Company within fifteen (15) days of written notice to Employee of such failure to so comply; (ii) your commission of any act of dishonesty or breach of trust in connection with performance of employment-related duties as determined by the Board, in its sole... discretion; and (iii) your conviction of, or pleading guilty or nolo contendere to, any felony or crime of moral turpitude. View More

Cause. The occurrence of any of the following, as determined by the Board: (i) conviction of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud against the Company; (iii) material violation of any contract or agreement between you and the Company or any statutory duty owed to the Company, unless such violation is cured to the reasonable satisfaction of the Company... within ten (10) days after the delivery to you of written notice specifying such violation; or (iv) repeated or habitual drug or alcohol use that materially and adversely interferes with the performance of your services to the Company. View More