Cause

Cause. Shall mean that the Board concludes, in good faith and after reasonable investigation, that: (i) the Executive is accused of engaging in conduct which is a felony under the laws of the United States or any state or political subdivision thereof; (ii) the Executive engaged in conduct relating to the Company constituting material breach of fiduciary duty, willful misconduct (including acts of employment discrimination or sexual harassment) or fraud; (iii) the Executive breached his obligations or... covenants under Section 4 of this Agreement in any material respect; or (iv) the Executive materially failed to follow a proper directive of the Board or the Chief Executive Officer of the Company within the scope of the Executive's duties (which shall be capable of being performed by the Executive with reasonable effort) after written notice from the Board or the Chief Executive Officer, as applicable, specifying the performance required and Executive's failure to perform within 30 days after such notice. For purposes of Section 1(b), 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 or if the result thereof would be unethical or illegal. View More

Cause. (a) (i) conviction of a felony, misappropriation of any material funds or material property of the Company or any of its Affiliates, (ii) commission of fraud or embezzlement with respect to the Company or any of its Affiliates or (iii) any material act of dishonesty relating to the Executive's employment by the Company resulting in direct or indirect personal gain or enrichment at the expense of the Company or any of its Affiliates; (b) use of alcohol or drugs that renders the Executive... materially unable to perform the functions of his job or carry out his duties to the Company; (c) a material breach of this Agreement by the Executive; (d) committing any act or acts of serious and willful misconduct (including disclosure of Confidential Information) that is likely to cause a material adverse effect on the business of the Company or any of its Affiliates; or (e) the withdrawal with prejudice, denial, revocation or suspension of the License by the Nevada Gaming Authorities; provided that, with respect to (b), (c) or (e) above, the Company shall have first provided the Executive with written notice stating with specificity the acts, duties or directives the Executive has committed or failed to observe or perform, and the Executive shall not have corrected the acts or omissions complained of within thirty (30) days of receipt of such notice. View More

Cause. The willful engaging by the Key Employee in malfeasance or felonious conduct which in any material respect impairs the reputation, good will or business position of LCC or involves misappropriation of LCC's funds or other assets

Cause. Shall mean: (1) Vice Chairman's willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Vice Chairman a written demand for performance from the Board which describes the basis for the Board's belief that Vice Chairman has not substantially performed his duties and responsibilities and provides Vice Chairman with thirty (30) days to take corrective action; (2) Any act of personal dishonesty knowingly taken by Vice Chairman in... connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in substantial financial enrichment of Vice Chairman; (3) Vice Chairman's conviction of, or plea of guilty or nolo contendere to, a felony; (4) a willful and knowing act by the executive which constitutes gross misconduct; or (5) A willful breach of a material provision of this Agreement by the Vice Chairman. Termination for Cause shall not be deemed to have occurred unless, by the affirmative vote of all of the members of the Board (excluding the Vice Chairman), at a meeting called and held for that purpose (after reasonable notice to the Vice Chairman and his counsel and after allowing the Vice Chairman and his counsel to be heard before the Board), a resolution is adopted finding that in the good faith opinion of such Board members the Vice Chairman was guilty of conduct set forth in (1), (2), (3), (4) or (5) of this Section 7(a), specifying the particulars thereof. View More

Cause. Means (i) the Participant's engaging in fraud, embezzlement, gross misconduct or any act of gross dishonesty with respect to the Company or its affiliates, (ii) the Participant's habitual drug or alcohol use which impairs the ability of the Participant to perform his duties with the Company or its affiliates, (iii) the Participant's indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any... event, for motor vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the Participant's incarceration with respect to any of the foregoing that, in each case, impairs the Participant's ability to continue to perform his duties with the Company and its affiliates, or (iv) the Participant's material breach of any written employment agreement or other agreement between the Company and the Participant, or of the Company's Code of Business Conduct, or failure by the Participant to substantially perform his or her duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the Participant demanding substantial performance and the Participant has had a reasonable opportunity to correct such breach or failure to perform View More

Cause. Means (1) the Optionee's engaging in fraud, embezzlement, gross misconduct or any act of gross dishonesty with respect to the Company or its affiliates, (2) the Optionee's habitual drug or alcohol use which impairs the ability of the Optionee to perform his duties with the Company or its affiliates, (3) the Optionee's indictment with respect to, conviction of, or plea of guilty or no contest to, any felony, or other comparable crime under applicable local law (except, in any event, for motor... vehicle violations not involving personal injuries to third parties or driving while intoxicated), or the Optionee's incarceration with respect to any of the foregoing that, in each case, impairs the Optionee's ability to continue to perform his duties with the Company and its affiliates, or (4) the Optionee's material breach of any written employment agreement or other agreement between the Company and the Optionee, or of the Company's Code of Business Conduct, or failure by the Optionee to substantially perform his or her duties for the Company which remains uncorrected or reoccurs after written notice has been delivered to the Optionee demanding substantial performance and the Optionee has had a reasonable opportunity to correct such breach or failure to perform View More

Cause. (a) the breach by the Executive of any Employment Agreement, Other Agreement or this Agreement, including Section 2(a)(ii) (except as a result of the Executive's incapacity due to physical or mental illness or injury, or following the Executive's delivery of a Notice of Termination for Good Reason), (b) the Executive engaging in a business that competes with the Company or an Affiliated Company, (c) the Executive disclosing business secrets, trade secrets or Confidential Information of the... Company or an Affiliated Company to any party, (d) dishonesty, misconduct, fraud or disloyalty by the Executive, (e) misappropriation of corporate funds, or (f) such other conduct by the Executive of an incompetent, insubordinate, immoral or criminal nature as to have rendered the continued employment of the Executive incompatible with the best interests of the Company or any Affiliated Company View More

Cause. The employment of the Executive by Invacare shall have been terminated for "Cause" if, after a Change of Control and prior to the termination of employment, any of the following has occurred: (a) the Executive shall have been convicted of a felony, (b) the Executive commits an act or series of acts of dishonesty in the course of the Executive's employment which are materially inimical to the best interests of Invacare and which constitutes the commission of a felony, all as determined by the... vote of three-fourths of all of the members of the Board of Directors of Invacare (other than the Executive, if the Executive is a Director of Invacare), which determination is confirmed by a panel of three arbitrators appointed and acting in accordance with the rules of the American Arbitration Association for the purpose of reviewing that determination, (c) any federal or state regulatory agency with jurisdiction over Invacare has issued a final order, with no further right of appeal, that has the effect of suspending, removing, or barring the Executive from continuing his service as an officer or director of Invacare, or 13 (d) after being notified in writing by the Board of Directors of Invacare to cease any particular Competitive Activity, the Executive shall intentionally continue to engage in such Competitive Activity more than thirty (30) days after receipt of such notice while the Executive remains in the employ of Invacare. View More

Cause. Shall mean, when used in connection with the termination of a Participant's employment, the termination of the Participant's employment by the Company or a Subsidiary on account of (i) the willful violation by the Participant of (a) any law, (b) any rule of the Company or such Subsidiary or (c) any rule or regulation of any regulatory body to which the Company or such Subsidiary is subject, including, without limitation, the Stock Exchange or any other exchange or contract market of which the... Company or such Subsidiary is a member, which violation would materially reflect on the Participant's character, competence or integrity, (ii) a breach by a Participant of the Participant's duty of loyalty to the Company and/or its Subsidiaries in contemplation of the Participant's termination of employment with the Company or a Subsidiary, such as the Participant's solicitation of customers or employees of the Company or any Subsidiary prior to the termination of his employment or (iii) the Participant's unauthorized removal from the premises of the Company or a Subsidiary of any records, files, memoranda, data in machine readable form, reports, fee lists, customer lists, drawings, plans, sketches, or other documents (in any medium or form) relating to the business of the Company or a Subsidiary or the customers of the Company or a Subsidiary, including, but not limited to, all intellectual property and proprietary research which the Participant uses, develops or comes in contact with in the course of or as the result of his employment with the Company or a Subsidiary, as the case may be. Any rights the Company or a Subsidiary may have hereunder in respect of the events giving rise to Cause shall be in addition to the rights the Company or such Subsidiary may have under any other agreement with the employee or at law or in equity. If, subsequent to a Participant's voluntary termination of employment or involuntary termination of employment without Cause, it is discovered that the Participant's employment could have been terminated for Cause, such Participant's employment shall, at the election of the Remuneration Committee in its sole discretion, be deemed for the purposes of this Plan to have been terminated for Cause. View More

Cause. (i) gross negligence or willful misconduct in the performance of your duties to Intuit (other than as a result of a disability) that has resulted or is likely to result in substantial and material damage to Intuit, after a written demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which you have not substantially performed your duties and you have been provided with a reasonable opportunity of not less than 30 days to cure any alleged... gross negligence or willful misconduct; (ii) commission of any act of fraud with respect to Intuit; or (iii) conviction of a felony or a crime involving moral turpitude causing material harm to the business and affairs of Intuit. No act or failure to act by you shall be considered "willful" if done or omitted by you in good faith with reasonable belief that your action or omission was in the best interests of Intuit. View More