Cause

Cause. Shall mean (i) gross negligence or willful misconduct in the performance of the Employee's duties to the Company; (ii) repeated unexplained or unjustified absences from the Company; (iii) a material and willful violation of any federal or state law which if made public would injure the business or reputation of the Company as reasonably determined by the Board of Directors of the Company; (iv) refusal or willful failure to act in accordance with any specific lawful direction or order of the... Company or stated lawful written policy of the Company; (v) commission of any act of fraud with respect to the Company; or (vi) conviction of a felony or a crime involving moral turpitude causing material harm to the standing and reputation of the Company, in each case as reasonably determined by the Board of Directors of the Company. View More

Cause. A determination by a majority of the disinterested Board members that the Non-Employee Director has engaged in any of the following: (a) malfeasance in office; (b) gross misconduct or neglect; (c) false or fraudulent misrepresentation inducing the director's appointment; (d) willful conversion of corporate funds; or (e) repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance.

Cause. To terminate the Executive's employment hereunder upon: (i) the Executive's willful failure to substantially perform the duties set forth in this Agreement (other than any such failure resulting from the Executive's Disability or any inability to engage in any substantial gainful activity that could reasonably be expected to result in Disability) which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; (ii) the Executive's willful failure to... carry out, or comply with, in any material respect any lawful and reasonable directive of the Board not inconsistent with the terms of this Agreement, which is not remedied within 30 days after receipt of written notice from the Company specifying such failure; (iii) the Executive's commission at any time of any act or omission that results in, or may reasonably be expected to result in, a conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or crime involving moral turpitude; or (iv) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities under this Agreement View More

Cause. (i) the engaging by the Executive in willful misconduct that is injurious to the Company or its Affiliates; (ii) the embezzlement or misappropriation of funds or property of the Company or its Affiliates by the Executive, or the conviction of the Executive of a felony or the entrance of a plea of guilty or nolo contendere by the Executive to a felony; or (iii) the willful failure or refusal by the Executive to substantially perform his or her duties or responsibilities that continues after... demand for substantial performance is delivered by the Company to the Executive that specifically identifies the manner in which the Company believes the Executive has not substantially performed his or her duties (other than (a) any such failure resulting from the Executive's incapacity due to Disability, or (b) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason). For purposes of this definition, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive's employment shall not be deemed to have been terminated for Cause unless (A) a reasonable notice shall have been given to him or her setting forth in reasonable detail the reasons for the Company's intentions to terminate for Cause, and if such termination is pursuant to clause (i) or (iii) above, and the damage to the Company is curable, only if the Executive has been provided a period of ten business days from receipt of such notice to cease the actions or inactions, and he or she has not done so; (B) an opportunity shall have been provided for the Executive together with his or her counsel, to be heard before the Board; and (C) if such termination is pursuant to clause (i) or (iii) above, delivery shall have been made to the Executive of a Notice of Termination from the Board finding that in the good faith opinion of a majority of the non-management members of the Board he or she was guilty of conduct set forth in clause (i) or (iii) above, and specifying the particulars thereof in reasonable detail. Any determination of Cause made by the Company in accordance with the foregoing procedure shall be made by the Company, in its sole discretion. Any such determination shall be final and binding on the Executive. View More

Cause. The term "Cause" shall mean (i) the willful and continued failure by the Participant to substantially perform the duties as required of a director of the Company, (ii) any willful fraud or dishonesty of the Participant involving the property or business of the Company, or (iii) the Participant's conviction of, or plea of nolo contendere to, any felony; provided that with respect to clauses (i) or (ii) above, the Participant shall have 10 days following written notice of the conduct which is the... basis for the potential termination for Cause within which to cure such conduct in order to prevent termination for Cause by the Company. View More

Cause. Unless otherwise provided in the Grantee's Agreement, (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect, (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Company, (iii) the commission of a felony or a crime of moral turpitude, or any crime involving the Company, (iv) fraud, misappropriation, embezzlement or material or repeated insubordination, (v) a material breach of the Grantee's... employment agreement (if any) with the Company (other than a termination of employment by the Grantee), or (vi) any illegal act detrimental to the Company; all as determined by the Committee View More

Cause. Means the occurrence of any of the following (and only the following): (i) conviction of the terminated Participant of any felony involving fraud or act of dishonesty against the Company or its Affiliates; (ii) conduct by the terminated Participant which, based upon good faith and reasonable factual investigation and determination of the Company (or, if the terminated Participant is an Officer, of the Board), demonstrates gross unfitness to serve; or (iii) intentional, material violation by the... terminated Participant of any statutory or fiduciary duty of the terminated Participant to the Company or its Affiliates. In addition, if the terminated Participant is not an Officer, Cause also shall include poor performance of the terminated Participant's services for the Company or its Affiliates as determined by the Company following (A) written notice to the Participant describing the nature of such deficiency and (b) the Participant's failure to cure such deficiency within thirty (30) days following receipt of the such written notice. View More

Cause. (i) Willful action or failure to act by you that in the reasonable opinion of the Board of Directors materially injures the reputation, business or business relationships of the Company or any of its officers, directors or executives and such action or failure is not remedied or reasonable steps to effect such remedy are not commenced within ten (10) days following receipt of written notice; (ii) Your failure to perform your duties or to follow the reasonable directions of the Board of... Directors of the Company within ten (10) business days after receipt by you of written notice of such failure; (iii) Any act involving moral turpitude or a crime, other than a vehicle offense (excepting vehicular manslaughter), which could reflect in some material fashion unfavorably upon the business or business relationships of the Company or any of its officers, directors or executives. View More

Cause. The Consultant's failure to comply with applicable rules, standards or procedures promulgated by PCC, neglect or substandard performance of assigned responsibilities, falsification of PCC records or documents, or any act of dishonesty or moral turpitude having an adverse effect on PCC or its business.

Cause. (a) Executive's willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to documented physical or mental illness) and specifically excluding any failure by Executive, after reasonable efforts to meet performance expectations, for thirty (30) days after a written demand for substantial performance is delivered to Executive by the incumbent Chairman of the Board which specifically identifies the manner in which... the Chairman (of the Board) believes that Executive has not adequately performed his duties, or (b) a material, willful breach committed in bad faith of the Company's Code of Conduct and Business Ethics policy, or (c) indictment or conviction of a felony based upon a crime. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered as "willful" unless it is done, or omitted to be done, by Executive in bad faith without reasonable belief that Executive's action or omission was in the best interests of the Company. View More