Cause

Cause. When used in connection with the termination of a Grantee's employment, a termination attributable to the Grantee's (a) willful refusal to perform his or her obligations to the Employer, following a reasonable notice and cure period, (b) misappropriation of the Company's assets or flagrant mistreatment of subordinate employees, (c) commission of a serious criminal act, whether denominated a felony, misdemeanor or otherwise, which is likely to have a detrimental impact on the Company and its... operations, or (d) engaging in activities directly in competition or antithetical to the best interests of the Company. To the extent a Grantee is a party to an employment agreement or offer letter of employment with the Employer that defines 'cause' or a similar term, then the meaning set forth in that agreement shall also be considered 'Cause' for purposes of this Plan View More

Cause. (i) your conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (ii) your (a) engagement in material dishonesty, willful misconduct, or gross negligence-in each case in connection with your position at the Company; (b) breach of any confidentiality, invention assignment, non-disclosure, or non-solicitation agreement entered into between you and the Company; (c) material violation of a written Company policy or procedure that... has been provided to you, which violation causes substantial injury to the Company; or (d) willful refusal to perform your assigned duties to the Company, following written notice of such refusal by the Company and a period of fifteen (15) days to cure the same and your failure to cure during such time period. No act or omission will be considered willful if such act or omission was done, or not done, in the reasonable, good-faith belief that such act or omission was in the best interests of the Company or upon the advice of counsel to the Company. View More

Cause. Shall mean (a) fraud or embezzlement on the part of the Participant; (b) conviction of or the entry of a plea of nolo contendere by the Participant to any felony; (c) the willful and continued failure or refusal by the Participant to perform substantially the Participant's duties with the Company or an Affiliate thereof (other than any such failure resulting from incapacity due to physical or mental illness, or death, or following notice of employment termination by the Participant... pursuant to subsections 1.6(c)(1), (2), (3), (4) or (5)) within thirty (30) days following the delivery of a written demand for substantial performance to the Participant by the Board of Directors, or any employee of the Company or an Affiliate with supervisory authority over the Participant, that specifically identifies the manner in which the Board of Directors or such supervising employee believes that the Participant has not substantially performed the Participant's duties; or (d) any act of willful misconduct by the Participant which: (1) is intended to result in substantial personal enrichment of the Participant at the expense of the Partnership, the Company, or any respective Affiliates thereof; or (2) has a material adverse impact on the business or reputation of the Partnership, the Company, or any respective Affiliate thereof (such determination to be made by the Partnership, the Company, or any such Affiliate in the good faith exercise of its reasonable judgment). View More

Cause. (i) any act of personal dishonesty taken by the Participant in connection with his or her responsibilities as an employee which is intended to result in substantial personal enrichment of the Participant; (ii) the Participant's conviction of a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; (iii) a willful act by the Participant that constitutes misconduct and is materially injurious to the Company, or (iv)... continued willful violations by the Participant of the Participant's obligations to the Company after there has been delivered to the Participant a written demand for performance from the Company that describes the basis for the Company's belief that the Participant has not substantially performed his or her duties. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder if the Board determines, in good faith, that any of the following have occurred: (i) Executive's (A) willful failure or continual neglect to perform Executive's material responsibilities under this Agreement, in each case, that causes material and demonstrable damage to the Company, or (B) failure to comply with, in any material respect, any of the Company's Policies, which failure is not remedied by Executive within... thirty (30) days after receiving written notice from the Board specifying such failure; (ii) Executive failed in any material respect to carry out or comply with any lawful and reasonable written directive of the Board consistent with the terms of this Agreement (other than as a result of Executive's Disability), which failure is not remedied by Executive within thirty (30) days after receiving written notice from the Board specifying such failure; (iii) Executive's breach, in any material respect, of the Confidentiality Agreement or Sections 6 or 7 of this Agreement or any material written Policy of the Company, which breach is not remedied, if possible, by Executive within thirty (30) days after receiving written notice from the Board specifying such failure; (iv) Executive's conviction or plea of no contest (or of nolo contendere), for any felony or for any crime involving moral turpitude; (v) Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its affiliate's) premises or while performing Executive's duties and responsibilities under this Agreement; or (vi) Executive's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or any of its affiliates. View More

Cause. As used herein, "Cause" shall include (and is not limited to): (i) dishonesty with respect to the Company or any affiliate, parent or subsidiary of the Company; (ii) insubordination; (iii) substantial malfeasance or nonfeasance of duty; (iv) unauthorized disclosure of confidential information; (v) Executive's breach of any material provision of any employment, consulting, advisory, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and the Company; or... (vi) conduct substantially prejudicial to the business of the Company or any affiliate, parent or subsidiary of the Company. The Board shall have sole discretion to determine the existence of "Cause," and its determination will be conclusive on Executive and the Company; provided that the Board may delegate its power to act under this paragraph (a) to a committee of the Board in which case the determination of such committee shall be conclusive. "Cause" is not limited to events which have occurred prior to the termination of Executive's service, nor is it necessary that the Board's finding of "Cause" occur prior to such termination. If the Board determines, subsequent to Executive's termination of service, that either prior or subsequent to Executive's termination Executive engaged in conduct which would constitute "Cause," then Executive shall have no right to any benefit or compensation under this Agreement. View More

Cause. The occurrence of one or more of the following events: (i) the conviction of a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform duties properly assigned, as determined by the Company; (iii) gross negligence or willful... misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or (iv) any other material breach of a material provision of any written agreement with the Company or any of its subsidiaries or affiliates which is not cured within thirty (30) days after written notice thereof View More

Cause. As a reason for a Participant's termination of employment shall have the meaning assigned such term in the employment agreement, if any, between the Participant and the Company or Subsidiary. If the Participant is not a party to an employment agreement with the Company or a Subsidiary in which such term is defined, then unless otherwise defined in the applicable Award Agreement, "Cause" shall mean the occurrence of any one of the following as determined by the Committee: (a) the material breach... by the Participant of any non-competition, non-solicitation or confidentiality agreement between the Participant and the Company or any affiliate of the Company; (b) the commission by the Participant of a felony, or any crime involving theft, dishonesty or moral turpitude; (c) the commission by the Participant of act(s) or omission(s) which are willful and deliberate acts intended to harm or injure the business, operations, financial condition or reputation of the Company or any affiliate of the Company; (d) the Participant's disregard of the directives of the Board or his or her supervisor; (e) the Participant's drunkenness or use of drugs which interferes with the performance of the Participant's duties, which drunkenness or use of drugs continues after receipt of notice to the Participant from the Company of his or her violation of this provision; or (f) any attempt by the Participant to secure any personal profit in connection with the business of the Company unless given prior written approval by unanimous consent of the Committee. The Committee may in its discretion waive or modify the provisions of this paragraph at a meeting of the Committee with respect to any individual Participant with regard to the facts and circumstances of any particular situation involving a determination under this paragraph View More

Cause. The earliest to occur of the following events, as determined by the Company in the reasonable exercise of its discretion: (i) Consultant's willful misconduct; (ii) Consultant's gross negligence; (iii) any breach or threatened breach of any of the representations, covenants and warranties provided in Sections 8 through 10 below; or (iv) Consultant's failure to perform its other duties and obligations hereunder, which failure is not cured to the reasonable satisfaction of the Company within... thirty (30) days after receipt of written notice describing Consultant's alleged failure to perform. View More

Cause. Means (i) an act of personal dishonesty taken by the Optionee in connection with his or her responsibilities as a Service Provider and intended to result in personal enrichment of the Optionee, (ii) Optionee being convicted of a felony, (iii) a willful act by the Optionee which constitutes gross misconduct and which is injurious to the Company, or (iv) following delivery to the Optionee of a written demand for performance from the Company which describes the basis for the Company's reasonable... belief that the Optionee has not substantially performed his duties, continued violations by the Optionee of his or her obligations to the Company which are demonstrably willful and deliberate on the Employee's part. View More