Cause

Cause. Executive (i) committed a felony or a crime involving moral turpitude or committed any other act or omission involving fraud, embezzlement or any other act of dishonesty in the course of his employment by the Company or an Affiliate which conduct damaged the Company or an Affiliate; (ii) substantially and repeatedly failed to perform duties of the office held by him or her as reasonably directed by the Company or an Affiliate; (iii) committed gross negligence or willful misconduct with respect... to the Company or an Affiliate; (iv) committed a material breach of any employment agreement between the Executive and the Company or an Affiliate that is not cured within ten (10) days after receipt of written notice thereof from the Company or the Affiliate, as applicable; (v) failed, within ten (10) days after receipt by the Executive of written notice thereof from the Company or an Affiliate, to correct, cease or otherwise alter any failure to comply with instructions or other action or omission which the Board reasonably believes does or may materially or adversely affect the Company's or an Affiliate's business or operations; (vi) committed misconduct which is of such a serious or substantial nature that a reasonable likelihood exists that such misconduct will materially injure the reputation of the Company or an Affiliate; (vii) harassed or discriminated against the Company's or an Affiliate's employees, customers or vendors in violation of the Company's policies with respect to such matters; viii) misappropriated funds or assets of the Company or an Affiliate for personal use or willfully violated the Company policies or standards of business conduct as determined in good faith by the Board (ix) failed, due to some action or inaction on the part of the Executive, to have immigration status that permits the Executive to maintain full-time employment with the Company or an Affiliate in the United States in compliance with all applicable immigration law; or (x) disclosed trade secrets of the Company or an Affiliate. View More

Cause. For termination of a Participant's Continuous Service Status will exist if the Participant is terminated for any of the following reasons: (i) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or any Subsidiary, Parent, Affiliate or successor thereto, as appropriate; (ii) Participant's repeated unexplained or unjustified absence from the Company or any Subsidiary, Parent, Affiliate or successor thereto, as appropriate; (iii)... Participant's commission of any act of fraud, embezzlement, dishonesty or any other willful and serious misconduct that has caused or is reasonably expected to result in material injury to the Company or to any Subsidiary, Parent, Affiliate or successor thereto; (iv) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company or a Subsidiary, Parent, Affiliate or successor thereto; or (iv) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company or with any Subsidiary, Parent, Affiliate or successor to the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company or a Subsidiary, Parent, Affiliate or successor thereto, as appropriate, and shall be final and binding on the Participant. If any agreement, by and between the Company and any Employee or Consultant of the Company participating in the Plan, permits such Employee or Consultant to be terminated for "cause" by the Company for a reason other than one set forth in the preceding sentence, then such other reason(s) are herein incorporated by reference with respect to such Employee or Consultant (and the remaining definitions of cause herein shall be nullified by their absence from such agreement). The foregoing definition does not in any way limit the ability of the Company or a Subsidiary, Parent, Affiliate or successor thereto to terminate a Participant's employment or consulting relationship at any time as provided in Section 5(d) below View More

Cause. Shall include, but not be limited to, any material false statement that was intentionally or negligently made, contained in any corporate records; the commission by the Employee of any crime or fraud against the Company or its property, or any crime involving moral turpitude or reasonably likely to bring discredit upon the Company; and any violation of the Company's operating policies.

Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of fiduciary duty by the Advisor, or a material breach of this Agreement by the Advisor, provided that (i) the Advisor does not cure any such material breach within 60 days of receiving notice of such material breach from the Company or the Partnership, or (ii) such material breach is not of a nature that can be remedied within such period.

Cause. Any of the following: (i) the Covered Employee's gross negligence in performing their employment duties, (ii) the Covered Employee's dishonesty or willful misconduct in the performance of their duties; (iii) the Covered Employee's material breach of any agreements, covenants or representations made in any employment agreement or other agreements with the Company or violation of the Company's policies or procedures; (iv) the Covered Employee's material violation of any law, rule,... regulation or by-law of any governmental authority (local, state, federal or foreign) applicable to the Covered Employee; or (v) the Covered Employee's conviction for or plea of guilty or nolo contendere to a felony or a crime that impairs the Covered Employee's ability to perform services to the Company. Notwithstanding the foregoing, to the extent that any of the events, actions, or breaches set forth in "Cause" definitions (i) and (iii) above are able to be remedied or cured by the Covered Employee, Cause shall not be deemed to exist (and thus the Company may not terminate the Covered Employee for Cause hereunder) unless the Covered Employee fails to remedy or cure such event, action, or breach within thirty (30) days after being given written notice by the Company of such event, action or breach. View More

Cause. (i) an act of dishonesty undertaken by you and intended to result in personal gain or enrichment of you or another at the expense of the Company or its Affiliates; (ii) unlawful conduct or gross misconduct by you, whether on the job or off the job, that, in either event, is publicly detrimental to the reputation or goodwill of the Company; (iii) your conviction of a felony, or your entry of a no contest or nolo contendre plea to a felony; (iv) your persistent failure to perform the material... duties and responsibilities of your position with the Company or to meet reasonable performance objectives set by the Board from time to time, which failure is willful and deliberate on your part and has not been cured by you within fifteen (15) days after written notice thereof to you from the Company; (v) your willful and deliberate breach of your fiduciary obligations as an officer or director of the Company; or (vi) your material breach of any terms or conditions of this Agreement or any other agreement between you and Company which breach has not been cured by you within fifteen (15) days after written notice thereof to you from the Company. For the purposes of this Section 19(b), no act or failure to act on your part shall be considered "dishonest," "willful" or "deliberate" unless done or omitted to be done by you in bad faith and without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. View More

Cause. Any of the following: (i) Executive's commission of a willful act (including, without limitation, a dishonest or fraudulent act which dishonest or fraudulent act results in personal gain to the Executive) or a grossly negligent act, or the willful or grossly negligent omission to act by Executive, which causes material financial or reputational harm to the Company or an Affiliate; (ii) Executive's conviction of, or plea of nolo contendere to, any felony involving dishonesty or fraud or that... causes significant material financial or reputational injury to the Company or an Affiliate; or (iii) Executive's willful neglect of, or continued failure to substantially perform, in any material respect, her duties (as assigned to Executive from time to time) or obligations (including a material violation of Company or Affiliate policy or procedures) to the Company or an Affiliate other than any such failure resulting from her incapacity due to physical or mental illness. For purposes of this Section, an act or omission is "willful" if it was knowingly done, or knowingly omitted to be done, by Executive not in good faith and without reasonable belief that the act or omission was in the best interests of the Company or an Affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company or an Affiliate shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company or an Affiliate, as applicable. The Board of Directors of the Company (the Executive and any of her immediate family members recusing themselves from discussions, deliberations and voting) has the discretion, in other circumstances, to determine in good faith, from all the facts and circumstances reasonably available to it, whether Executive's act or omission was "willful." View More

Cause. Termination of services for "Cause" shall mean that, prior to any termination pursuant to Section 4(a)(ii) hereof, Consultant shall have committed: (i) an intentional act of fraud, embezzlement or theft; (ii) intentional damage to property of the Company; (iii) intentional disclosure of confidential information or trade secrets of the Company or information relating to customers of the Company or its parent, a subsidiary or affiliate; (iv) willful violation of any law, rule or... regulation (other than traffic violations or similar offenses) or final cease and desist order; (v) an act constituting a felony or a misdemeanor involving moral turpitude for which the Consultant is convicted by any federal, state or local authority, or to which the Consultant enters a plea of guilty or nolo contendere; (vi) an act or omission that causes Consultant to be disqualified or barred by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or losing any governmental or self-regulatory license that is reasonably necessary for Consultant to perform her responsibilities to the Company under this Agreement; or (vii) intentional breach of corporate fiduciary duty involving personal profit. 4 For the purposes of this Agreement, no act, or failure to act, on the part of Consultant shall be deemed "intentional" unless done, or omitted to be done, by Consultant not in good faith and without reasonable belief that her action or omission was in the best interest of the Company. View More

Cause. The meaning given to it under the Participant's employment agreement with the Company or an Affiliate, or a policy of the Company or an Affiliate. If the Participant does not have an employment agreement or the employment agreement does not define this term, or the Company or an Affiliate does not have a policy that defines this term, then Cause shall include, without limitation, malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection... therewith or any conduct detrimental to the interests of the Company or an Affiliate which results in termination of the Participant's service with the Company or an Affiliate, as determined by the Administrator or the Company View More

Cause. Termination of employment for "Cause" shall mean that, prior to any termination pursuant to Section 4(a)(ii) hereof, you shall have committed: (i) an intentional act of fraud, embezzlement or theft; (ii) intentional damage to property of Centennial; 5 (iii) intentional disclosure of confidential information or trade secrets of Centennial or information relating to customers of Centennial or its parent, a subsidiary or affiliate; (iv) willful violation of any law, rule or... regulation (other than traffic violations or similar offenses) or final cease and desist order; (v) an act constituting a felony or a misdemeanor involving moral turpitude for which you are convicted by any federal, state or local authority, or to which you enter a plea of guilty or nolo contendere; (vi) an act or omission that causes you to be disqualified or barred by any governmental or self-regulatory authority from serving in the capacity contemplated by this letter or losing any governmental or self-regulatory license that is reasonably necessary for you to perform his responsibilities to Centennial under this letter; or (vii) intentional breach of corporate fiduciary duty involving personal profit. For the purposes of this letter, no act, or failure to act, on your part shall be deemed "intentional" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of Centennial. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause hereunder unless and until there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the members of the Board then in office at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with your counsel to be heard before the Board), finding that, in the good faith opinion of the Board, you had committed an act set forth above in this Section 8(b) and specifying the particulars thereof in detail. Nothing herein shall limit you or your beneficiaries' right to contest the validity or propriety of any such determination. View More