Cause

Cause. (i) the Service Provider's willful failure to perform the duties of his or her employment or consultancy in any material respect, (ii) malfeasance or gross negligence in the performance of a Service Provider's duties of employment or consultancy, (iii) the Service Provider's conviction of a felony under the laws of the United States or any state thereof (whether or not in connection with his or her employment or consultancy), (iv) the Service Provider's intentional or reckless disclosure of... trade secrets or confidential or proprietary information respecting the Company's or any of its subsidiaries' business to any individual or entity which is not in the performance of the duties of his or her employment or consultancy, (v) the Service Provider's commission of an act or acts of sexual harassment that would normally constitute grounds for termination, or (vi) any other act or omission by the Service Provider (other than an act or omission resulting from the exercise by the Service Provider of good faith business judgment), which is materially injurious to the financial condition or business reputation of the Company or any of its affiliates; provided, however, that in the case of (i) and (ii) above, a Service Provider shall not be deemed to have been terminated for cause unless he has received written notice of the alleged basis therefor from the Company, and fails to remedy the matter within thirty (30) days after he has received such notice, except that no such "cure opportunity" shall be required in the case of two separate episodes giving the Company, the right to terminate for cause for such reason occurring within any 12-month period. View More

Cause. (i) (A) grossly incompetent or negligent performance or substantial and continuing inattention to or neglect of the duties and responsibilities associated with the Optionee's role as a director of the Corporation, (B) engaging in any Competitive Activity, (C) material violation of any fiduciary duty owed the Corporation, or (D) deceit, fraud, misappropriation or embezzlement involving the affairs or property of the Corporation, each of the foregoing as determined in the reasonable discretion... and judgment of the Corporation's Board of Directors (the Optionee not participating) or (ii) commission of any felony of which the Optionee is finally adjudged guilty in a court of competent jurisdiction. View More

Cause. For termination of an Optionee's Continuous Status will exist if the Optionee is terminated for any of the following reasons: (i) Optionee's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Optionee's commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or... disclosure by Optionee of any proprietary information or trade secrets of the Company or any other party to whom the Optionee owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Optionee's willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether an Optionee is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Optionee. The foregoing definition does not in any way limit the Company's ability to terminate an Optionee's employment or consulting relationship at any time as provided in Section 5(d) below, and the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate or successor thereto, if appropriate. View More

Cause. For termination by the Corporation of the Executive's employment shall mean (i) the willful failure by the Executive substantially to perform the Executive's duties with the Corporation or a Subsidiary, other than any failure resulting from the Executive's incapacity due to physical or mental illness or any actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive in accordance with paragraph (A) of Section 8, that continues for at least 30... calendar days after the Board delivers to the Executive a written demand for performance that identifies specifically and in detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive's duties, (ii) a conviction, guilty plea or plea of nolo contendere of the Executive for any felony, (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Corporation or any Subsidiary, monetarily or otherwise, (iv) a material violation by the Executive of the corporate governance board guidelines and code of ethics of the Corporation or any Subsidiary; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation, (vi) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of a the Corporation or any Subsidiary, or (vii) a material breach by the Executive of any of the protective covenants contained in Section 9. 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 the Executive's act, or failure to act, was in the best interest of the Corporation and its Subsidiaries. View More

Cause. The occurrence of any of the following events: (i) intentional acts of personal dishonesty resulting in harm to the Company (other than immaterial harm), gross negligence or willful misconduct on the part of Employee, in each case in the course of his employment hereunder; (ii) failure or refusal by Employee to perform in any material respect his duties or responsibilities under the Employment Agreement; (iii) misappropriation by Employee of any assets or business opportunities of the Company... or any of its Affiliated Companies; (iv) embezzlement or fraud committed by Employee, or at his direction, or with his prior personal knowledge; (v) in connection with the transactions contemplated by the Merger Agreement, the intentional non-disclosure or concealment of material economic or financial current or contingent liabilities of the Company or any of its Affiliated Companies; (vi) Employee's conviction by a court of competent jurisdiction of, or pleading guilty, nolo contendere (or no contest) to, (x) a felony or (y) any other criminal charge (other than minor traffic violations) that has, or could be reasonably expected to have, a material adverse impact on the performance of Employee's duties to the Company or any of its Affiliated Companies or otherwise result in material injury to the reputation or business of the Company or any of its Affiliated Companies; or (vii) Employee's material breach of any material provision of this Agreement or the Merger Agreement. Any termination for Cause will be effective upon written notice, unless subject to cure, in which case, the Company will be required to provide fifteen (15) days' advanced written notice and such termination will not be effective unless Employee has cured the Cause event within such fifteen (15) day notice period. The parties agree that clauses (v) and (vi) shall not be subject to cure by Employee. View More

Cause. Shall have the meaning set forth in the Participant's Senior Management Agreement with the Company

Cause. Any one or more of the following: (i) the continued and intentional failure by the Executive to substantially perform her duties with the Company, other than any such failure resulting from the Executive's Disability; provided, however, that no termination of the Executive's employment shall be for Cause as set forth in this clause (i) until there shall have been delivered to the Executive written notice setting forth that the Executive committed the conduct set forth in this clause (i) and... specifying the particulars thereof in reasonable detail; (ii) a breach by the Executive of her fiduciary duties as an officer of the Company, or a material breach by the Executive of any written rule, regulation, policy or procedure of the Company; (iii) the Executive's excessive absenteeism not related to illness; (iv) the Executive's conviction of or plea of nolo contendere to a felony or final non-appealable conviction of any other crime that incarcerates the Executive for a period of one year or longer; or (v) the Executive's commission of a fraudulent act, embezzlement, theft or felony, in any case, whether or not involving the Company or the Executive's performance of her duties under this Agreement, that, in the reasonable opinion of the Board, renders the Executive's continued employment harmful to the Company. Notwithstanding the foregoing, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement. View More

Cause. For purposes of this Agreement, 'Cause' means: (i) the Executive's commission of a felony (other than through vicarious liability or through a motor vehicle offense); (ii) the Executive's material disloyalty or dishonesty to the Company; (iii) the commission by the Executive of an act of fraud, embezzlement or misappropriation of funds; (iv) a material breach by the Executive of any material provision of this Agreement or any other agreement to which the Executive and the Company are party,... which breach is not cured within thirty (30) days after delivery to the Executive by the Company of written notice of such breach; or (v) the Executive's refusal to carry out a lawful written directive from the Board. Any determination of Cause will be made by a majority of the Board voting on such determination. View More

Cause. Means (i) dishonesty, fraud or misrepresentation; (ii) engaging in conduct that is injurious to the Company or any Affiliate in any significant way, including by way of damage to its reputation or standing in the industry; (iii) conviction of, or entering a plea of nolo contendre to, a crime that constitutes a felony; (iv) breach of any employment agreement or other agreement with, or duty owed to, the Company or any Affiliate, including any agreement or duty not to make unauthorized disclosure... of confidential or proprietary information about the Company or any Affiliate, or not to compete with the Company or any Affiliate; or (v) violation of any policy of the Company or any Affiliate. View More

Cause. (i) an act of embezzlement, theft, or fraud by Executive with respect to the Company or any of its affiliates; (ii) Executive's conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude (excluding traffic offenses); (iii) Executive's (A) repeated gross negligence or willful misconduct in the performance of his employment duties and responsibilities to the Company (other than as a result of a disability) or (B) refusal to comply with the directives of... the Board, provided that such gross negligence, willful misconduct or refusal to comply with the directives of the Board shall only constitute Cause after Executive has received a written notice from the Company or the Board which specifically sets forth the factual basis for the Company's belief that Executive's actions or inactions constitute Cause and Executive has been provided with a reasonable opportunity of not less than thirty (30) days to cure, to the reasonable satisfaction of the Board, any alleged gross negligence, willful misconduct or refusal to comply with the directives of the Board; or (iv) Executive's material breach of this Agreement or the Confidentiality Agreement. View More