Cause

Cause. Means: (i) Executive's gross negligence or willful misconduct in the performance of his or her duties and responsibilities to the Company or Executive's violation of any written Company policy; (ii) Executive's commission of any act of fraud, theft, embezzlement, financial dishonesty dishonesty, misappropriation from the Company or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) Executive's conviction of, or pleading guilty or... nolo contendre to, any felony or a lesser crime involving dishonesty or moral turpitude; (iv) Executive's alcohol abuse unlawful use (including being under the influence) or other substance abuse; possession of illegal drugs on the premises of the Company or while performing Executive's duties and responsibilities for the Company (v) Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (vi) Executive's material breach of any of his or her obligations under any written agreement or covenant with the Company. View More

Cause. Means: (i) Executive's gross negligence or willful misconduct in the performance of his or her duties and responsibilities to the Company or Executive's violation of any written Company policy; policy, provided that Executive was given prior written notice of any such deficiencies and was granted at least fourteen (14) days to correct any such deficiencies if the Company determines such deficiencies can be cured; (ii) Executive's willful misconduct in the performance of his duties and... responsibilities to the Company; (iii) Executive's commission of any act of fraud, theft, embezzlement, financial dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) (iv) Executive's conviction of, or pleading guilty or nolo contendre to, any felony or a lesser crime involving dishonesty or moral turpitude; (iv) (v) Executive's alcohol abuse or other substance abuse; (v) (vi) Executive's unauthorized use or disclosure of (i) any proprietary information Confidential Information (as defined in the Non-Disclosure Agreement) or trade secrets of the Company or (ii) the confidential information or trade secrets of any other party to whom Executive owes an obligation of nondisclosure as a result of his nondisclosure; or her relationship with the Company; or (vi) (vii) Executive's material breach of any of his or her material obligations under any written agreement or covenant with the Company. View More

Cause. With respect to the termination by the Company of Executive as an employee of the Company: (i) Executive's continual or deliberate neglect in the performance of her his material duties; provided that Company gives written notice to the Executive of the existence of such a condition within 90 days of the initial existence of the condition and the Executive has at least 30 days from the date when such notice is provided to cure the condition, if curable. (ii) Executive's failure to devote... substantially all of her his working time to the business of the Company and its subsidiaries (other than as expressly permitted in this Agreement); (iii) Executive's failure to follow the lawful directives of the Board in any material respect; (iv) Executive's engaging in misconduct in connection with the performance of any of her his duties, including, without limitation, falsifying or attempting to falsify documents, books or records of the Company or its subsidiaries, misappropriating or attempting to misappropriate funds or other property, or securing or attempting to secure any personal profit in connection with any transaction entered into on behalf of the Company or its subsidiaries; (v) the violation by Executive, in any material respect, of any policy or of any code or standard of behavior or conduct generally applicable to employees of the Company or its subsidiaries; (vi) Executive's breach of the material provisions of this Agreement or any other non-competition, non-interference, non-disclosure, confidentiality or other similar agreement executed by Executive with the Company or any of its subsidiaries or other act of disloyalty to the Company or any of its subsidiaries (including, without limitation, aiding a competitor or unauthorized disclosure of confidential information); or (vii) Executive's engaging in conduct which is reasonably likely to result in material injury to the reputation of the Company or any of its subsidiaries, including, without limitation, commission of a felony, fraud, embezzlement or other crime involving moral turpitude. turpitude; provided, however, Executive will not be deemed to have been terminated for Cause in the case of clauses (i), (ii), (iv) and (v) above, unless any such failure or material breach is not fully corrected prior to the expiration of the ten (10) business day period following delivery to Executive of the Company's written notice that specifies in detail of the alleged Cause event(s) and the Company's intention to terminate his employment for Cause. View More

Cause. With respect to (i) the termination by the Company of Executive as an employee of the Company: (i) Executive's continual or deliberate neglect in the performance of her his material duties; provided that Company gives written notice to (ii) the Executive of the existence of such a condition within 90 days of the initial existence of the condition and the Executive has at least 30 days from the date when such notice is provided to cure the condition, if curable. (ii) Executive's failure to... devote substantially all of her his working time to the business of the Company and its subsidiaries (other than as expressly permitted in this Agreement); (iii) the Executive's willful failure to follow the lawful directives of the Board in any material respect; (iv) the Executive's engaging willfully in misconduct in connection with the performance of any of her his duties, including, without limitation, falsifying or attempting to falsify documents, books or records of the Company or its subsidiaries, misappropriating or attempting to misappropriate funds or other property, or securing or attempting to secure any personal profit in connection with any transaction entered into on behalf of the Company or its subsidiaries; (v) the violation by the Executive, in any material respect, of any policy or of any code or standard of behavior or conduct generally applicable to employees of the Company or its subsidiaries; (vi) the Executive's breach of the material provisions of this Agreement or any other non-competition, non-interference, non-disclosure, confidentiality or other similar agreement executed by the Executive with the Company or any of its subsidiaries or other act of active disloyalty to the Company or any of its subsidiaries (including, without limitation, aiding a competitor or unauthorized disclosure of confidential information); or (vii) the Executive's engaging in conduct which is reasonably likely to result in material injury to the reputation of the Company or any of its subsidiaries, including, without limitation, commission of a felony, fraud, embezzlement or other crime involving moral turpitude. turpitude, or sexual harassment. View More

Cause. Such act or omission by a Participant as is determined by the Administrator Committee to constitute cause for termination, including but not limited to any of the following: (i) a material violation of any Company policy, including but not limited to any policy contained in the Company Company's Code of Business Conduct; Conduct and Ethics; (ii) embezzlement from, or theft of property belonging to to, the Company or any Affiliate; Subsidiary; (iii) willful failure to perform perform, or gross... negligence in the performance of or failure to perform of, assigned duties; or (iv) other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Company or its Affiliates Subsidiaries View More

Cause. Such Means, except as otherwise determined by the Committee and set forth in an Award agreement, such act or omission by a Participant as is determined by the Administrator Committee to constitute cause for termination, including but not limited to any of the following: (i) a material violation of any Company policy, including but not limited to any policy contained in the Company Company's Code of Business Conduct; Conduct and Ethics; (ii) embezzlement from, or theft of property belonging to to, the Company or any Affiliate; (iii) willful failure to perform perform, or gross negligence in the performance of or failure to perform of, assigned duties; or (iv) other intentional misconduct, whether related to employment or otherwise, which has, or has the potential to have, a material adverse effect on the business conducted by the Company or its Affiliates Affiliates. View More

Cause. Termination of the Optionee's Award Recipient's employment because of the Optionee's Award Recipient's (i) involvement in fraud, misappropriation or embezzlement related to the business or property of the Company, (ii) conviction for, or guilty plea to, a felony or crime of similar gravity in the jurisdiction in which such conviction or guilty plea occurs, (iii) unauthorized disclosure of any trade secrets or other confidential information relating to the Company's business and affairs (except... to the extent such disclosure is required under applicable law), or (iv) such other circumstances constituting a termination for cause under any Employment Agreement. View More

Cause. Termination of the Optionee's employment service because of the Optionee's (i) involvement in fraud, misappropriation or embezzlement related to the business or property of the Company, (ii) conviction for, or guilty plea to, a felony or crime of similar gravity in the jurisdiction in which such conviction or guilty plea occurs, or (iii) unauthorized disclosure of any trade secrets or other confidential information relating to the Company's business and affairs (except to the extent such... disclosure is required under applicable law), or (iv) such other circumstances constituting a termination for cause under any Employment Agreement. law) View More

Cause. Termination of the Optionee's Award Recipient's employment because of the Optionee's Award Recipient's (i) involvement in fraud, misappropriation or embezzlement related to the business or property of the Company, (ii) conviction for, or guilty plea to, a felony or crime of similar gravity in the jurisdiction in which such conviction or guilty plea occurs, (iii) unauthorized disclosure of any trade secrets or other confidential information relating to the Company's business and affairs (except... to the extent such disclosure is required under applicable law), or (iv) such other circumstances constituting a termination for cause under any Employment Agreement. View More

Cause. The occurrence of any of the following events: (i) willful refusal by the Executive to follow a lawful direction of the Chief person in the position to which the Executive Officer or the Board of Directors of the Company, reports, provided the direction is not materially inconsistent with the duties or responsibilities of the Executive's position as Chief Operating Officer of the Company, position, which refusal continues after the Chief person in the position to which the Executive Officer or... the Board of Directors reports has again given the direction in writing; (ii) willful misconduct or reckless disregard by the Executive of his duties or with respect to the interest or material property of the Company; Company or an Affiliate; (iii) intentional disclosure by the Executive to an unauthorized person of Confidential Information or Trade Secrets, which causes material harm to the Company; Company or an Affiliate; (iv) any act by the Executive of fraud against, material misappropriation from or significant dishonesty to either the Company or an Affiliate, or any other party, but in the latter case only if in the reasonable opinion of at least two-thirds of the members of the Board of Directors of the Company, Parent, such fraud, material misappropriation, or significant dishonesty could reasonably be expected to have a material adverse impact on the Company or its Affiliates; (v) commission by the Executive of a felony as reasonably determined by at least two-thirds of the members of the Board of Directors of the Company; Parent; or (vi) a material breach of this Agreement by the Executive, provided that the nature of such breach shall be set forth with reasonable particularity in a written notice to the Executive who shall have ten (10) days following delivery of such notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors, Directors of the Parent, susceptible to a cure. View More

Cause. The occurrence of any of the following events: (i) willful failure or refusal to perform the duties as set forth in Section 1(a) as determined by the Executive to follow a lawful direction of the Chief Executive Officer or the Board of Directors or implement a directive from the Board of the Company, provided the direction is not materially inconsistent with the duties or responsibilities Directors, in each case remaining uncured for a period of the Executive's position as Chief Operating... Officer fourteen (14) days after receipt of the Company, which refusal continues after the Chief Executive Officer or written notice from the Board of Directors has again given the direction in writing; specifying such failure or refusal; (ii) willful misconduct or reckless disregard by the Executive of his duties or with respect to the interest or material property of the Company; (iii) intentional disclosure by the Executive to an unauthorized person of Confidential Information or Trade Secrets, which causes material harm to the Company; (iv) (iii) any act by the Executive of fraud against, material misappropriation from from, or significant dishonesty to either the Company or an Affiliate, or any other party, but in the latter case only if in the reasonable opinion of at least two-thirds of the members of the Board of Directors of the Company, Company (excluding the Executive), such fraud, material misappropriation, or significant dishonesty could reasonably be expected to have a material adverse impact on the Company or its Affiliates; (v) commission by the Executive (iv) conviction of, or plea of nolo contendere to, a felony as reasonably determined by at least two-thirds of the members of the Board of Directors of which adversely and materially affects the Company; or (vi) (v) a material breach of this Agreement by the Executive, provided that the nature of such breach shall be set forth with reasonable particularity in a written notice to the Executive who shall have ten (10) days following delivery of such notice to cure such alleged breach, provided that such breach is, in the reasonable discretion of the Board of Directors, susceptible to a cure. cure View More

Cause. Termination of the Participant's employment upon the Participant's Negligent or willful engagement in misconduct which which, in the sole determination of the Chief Executive Officer, is demonstrably and materially injurious to the Employer. Employer, its employees or its customers. No act, or failure to act, on the part of the Participant shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's... action or omission was in the best interest of the Employer View More

Cause. Termination of the Participant's employment upon the Participant's Negligent or willful engagement in misconduct which which, in the sole determination of the Chief Executive Officer, is demonstrably and materially injurious to the Employer. Employer, its employees or its customers. No act, or failure to act, on the part of the Participant shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's... action or omission was in the best interest of the Employer View More

Cause. Termination of the Participant's employment upon the Participant's Negligent or willful engagement in misconduct which which, in the sole determination of the Chief Executive Officer, is demonstrably and materially injurious to the Employer. Company, its employees or its customers. No act, or failure to act, on the part of the Participant shall be considered "willful" unless done, or omitted to be done, by the Participant not in good faith and without reasonable belief that the Participant's... action or omission was in the best interest of the Employer Company. View More

Cause. Any of (a) the Executive's continued failure to perform the Executive's duties with the Company for thirty (30) days after a written demand for performance is delivered to the Executive by the Company's Chief Executive Officer (the "CEO") or Chief Financial Officer (the "CFO") Board which specifically identifies the manner in which the Executive has not performed the Executive's duties, (b) the engaging by the Executive in acts of dishonesty or moral turpitude, illegal conduct or gross... misconduct, including, without limitation, fraud, misrepresentation, theft, and embezzlement, (c) the Executive's violation of company policy or refusal to follow a lawful directive of the CEO, the CFO or the Board, which violation or refusal is not remedied within ten (10) days after receipt of notice thereof from the Company, (d) the Executive's breach of this Agreement or the Employee Obligations Agreement, (e) the engaging by the Executive in conduct that is likely to affect adversely the business and/or reputation of the Company or (f) the death or Disability of the Executive View More

Cause. Any of (a) the Executive's continued failure to perform the Executive's duties with the Company as such duties relate to the Company's pre-determined performance objectives for thirty (30) days after a written demand for performance is delivered to the Executive by the Company's Chief Executive Officer (the "CEO") or Chief Financial Officer (the "CFO") Board (or the compensation subcommittee thereof) which specifically identifies the manner in which the Executive has not performed the... Executive's duties, (b) the engaging by the Executive in acts of dishonesty or moral turpitude, illegal conduct or gross misconduct, including, without limitation, fraud, misrepresentation, theft, embezzlement, (c) the Executive's violation of company policy or refusal to follow a lawful directive of the CEO, the CFO Chief Executive Officer or the Board, which violation or refusal is not remedied within ten (10) days after receipt of notice thereof from the Company, (d) the Executive's breach of this Agreement or the Employee Obligations Agreement, (e) the engaging by the Executive in conduct that is likely to affect adversely the business and/or reputation of the Company or (f) the death or Disability of the Executive View More

Cause. As determined by the Board in good faith, shall mean Executive has — — (1) failed to perform his stated duties in all material respects, which failure continues for 15 days after his receipt of written notice of the failure; (2) intentionally and materially breached any provision of this Agreement and not cured such breach (if curable) within 15 days of his receipt of written notice of the breach; (3) demonstrated his personal dishonesty in connection with his employment by the Company; (4)... engaged in a breach of fiduciary duty in connection with his employment with the Company; (5) engaged in willful misconduct that is materially and demonstrably injurious to the Company or any of its subsidiaries; or (6) been convicted conviction or entered a plea of guilty or nolo contendere to a felony or to any other crime involving moral turpitude which conviction or plea is materially and demonstrably injurious to the Company or any of its subsidiaries. View More

Cause. As determined by the Board in good faith, shall mean Executive has — (1) – (i) failed to perform his stated duties in all material respects, which failure continues for 15 days after his receipt of written notice of the failure; (2) (ii) intentionally and materially breached any provision of this Agreement and not cured such breach (if curable) within 15 days of his receipt of written notice of the breach; (3) breach, provided such breach is materially and demonstrably injurious to the Company;... (iii) demonstrated his personal dishonesty in connection with his employment by the Company; (4) (iv) engaged in a breach of fiduciary duty in connection with his employment with the Company; (5) (v) engaged in willful misconduct that is materially and demonstrably injurious to the Company or any of its subsidiaries; or (6) (vi) been convicted or entered a plea of guilty or nolo contendere to a felony or to any other crime involving moral turpitude which conviction or plea is materially and demonstrably injurious to the Company or any of its subsidiaries. View More

Cause. That the Company Compensation Committee has determined (and provided the Executive a written statement of its determination) that the Executive has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business

Cause. That (d) "Cause" means: that the Company Compensation Committee has determined (and provided the Executive a written statement of its determination) that the Executive has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business business.

Cause. That the Company Compensation Committee has determined (and provided the Executive a written statement of its determination) that the Executive has engaged in egregious acts or omissions which have resulted in material injury to the Company and its business

Cause. For purposes of this Agreement, 'Cause' "Cause" for the termination of the Executive's employment hereunder shall be deemed to exist if, in the reasonable judgment of the Company's Board: (i) the Executive commits fraud, theft or embezzlement against the Company or any subsidiary or affiliate thereof; (ii) the Executive commits a felony or a crime involving moral turpitude; (iii) the Executive breaches any non-competition, confidentiality or non-solicitation agreement with the Company or any... subsidiary or affiliate thereof; (iv) the Executive's material breach of the Company's Insider Trading Policy, FD/Media Policy or Investment Policy, (v) the Executive breaches any of the terms of this Agreement and fails to cure such breach within 30 thirty (30) days after the receipt of written notice of such breach from the Company; or (v) (vi) the Executive engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or a subsidiary or affiliate thereof. View More

Cause. For purposes of this Agreement, 'Cause' for the termination of the Executive's employment hereunder shall be deemed to exist if, in the reasonable judgment of the Company's Board: Board of Directors: (i) the Executive Employee commits fraud, theft or embezzlement against the Company or any subsidiary or affiliate thereof; Company; (ii) the Executive Employee commits a felony or a crime involving moral turpitude; (iii) the Executive Employee breaches any non-competition, confidentiality or... non-solicitation agreement with the Company or any subsidiary or affiliate thereof; (iv) the Executive Employee breaches any of the terms of this Agreement and fails to cure such breach within 30 days after the receipt of written notice of such breach from the Company; or (v) the Executive Employee engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or a subsidiary or affiliate thereof. View More