Cause

Cause. Has the meaning set forth in Section 4b.

Cause. The term 'Cause' shall mean involuntary removal of the Participant as a director for breach of duty, dishonesty, or any other cause, as determined by the Committee.

Cause. As defined in the Grantee's then current employment agreement (or employment offer letter, as applicable) with the Company and/or the Partnership if such agreement contains a definition of Cause.

Cause. Either (i) a final, nonappealable conviction of a Holder for commission of a felony involving moral turpitude, or (ii) Holder's willful gross misconduct that causes material economic harm to the Company or that brings substantial discredit to the Company's reputation

Cause. Executive's termination only upon: (i) Executive's willful failure to substantially perform Executive's duties (subject to notice and a reasonable period to cure), other than a failure resulting from Executive's complete or partial incapacity due to physical or mental illness or impairment; (ii) Executive's willful act which constitutes gross misconduct and which is injurious to the Company; (iii) Executive's willful breach of a material provision of this Agreement (subject to notice and... reasonable period to cure); or (iv) Executive's knowing, material and willful violation of a federal or state law or regulation applicable to the business of the Company. View More

Cause. Means: (i) an act or acts of personal dishonesty of a Participant intended to result in substantial personal enrichment of the Participant at the expense of the Company or any of its Subsidiaries, Foreign Affiliates or Affiliates; (ii) a violation of the management responsibilities by the Participant which is demonstrably willful and deliberate on the Participant's part and which is not remedied in a reasonable period of time after receipt of written notice from the Employer; or, (iii) the... conviction of the Participant of a felony involving moral turpitude. View More

Cause. (i) the Participant's material breach of any confidentiality, non-disclosure, non-solicitation, non-competition, invention assignment or similar agreement with the Company or any Affiliate; (ii) an act or acts of dishonesty undertaken by the Participant resulting in gain or personal enrichment of the Participant at the expense of the Company; (iii) persistent failure by the Participant to perform the duties of the Participant's employment, which failure is demonstrably deliberate on the part of... the Participant and constitutes gross neglect of duties by the Participant; (iv) any failure by the Participant to materially conform to the Company's Code of Business Conduct and Ethics; or (v) the indictment or conviction of the Participant for a felony if the act or acts constituting the felony are substantially detrimental to the Company or its reputation View More

Cause. A termination of employment resulting from a good faith determination by the Board of Directors that: (i) you have willfully failed or refused in a material respect to follow reasonable policies or directives established by the Board of Directors or the Chief Executive Officer or willfully failed or refused to attend to material duties or obligations of your office (other than any such failure resulting from your incapacity due to physical or mental illness), which you have failed to correct... within a reasonable period following written notice to you from the Chief Executive Officer or the Chairman of the Board that specifically identifies the manner in which you have not so performed your material duties and obligations, or (ii) there has been an act by you involving wrongful misconduct, including without limitation a conviction of or the entering into a plea of guilty or nolo contendere to a felony, which has a demonstrably adverse impact on or has caused material damage to the Company, or which constitutes a material misappropriation of the assets of the Company; or (iii) you have engaged in an unauthorized disclosure of confidential information which has a demonstrably adverse impact on or has caused material damage to the Company; or (iv) you, while employed by the Company, have performed services for another company or person which competes with the Company, without the prior written approval of the Chief Executive Officer of the Company; or (v) you have breached one or more of your material obligations hereunder. For purposes of this definition, no act, or failure to act, on your part shall be considered "willful" unless done, or omitted to be done, by you in knowing bad faith and without reasonable belief that your action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless the Company shall have delivered to you a copy of a written resolution duly adopted by a majority of the non-management member of the Board finding, after reasonable notice to you and an opportunity for you to be heard with respect to such matter, that in the good faith opinion of such members of the Board you have engaged in the conduct set forth above in clauses (i), (ii), (iii), (iv) or (v) of this Section 2(b). Any such determination by the non-management members of the Board shall be subject to review pursuant to Section 10(i) View More

Cause. A good faith determination by the Board of Directors that: a. Director has willfully failed or refused in a material respect to follow reasonable policies or directives established by the Board of Directors, including the Corporate Governance Guidelines, or willfully failed to attend to material duties or obligations of Director's office (other than any such failure resulting from his incapacity due to physical or mental illness), which Director has failed to correct within a reasonable period... following written notice to Director; or b. there has been an act by Director involving wrongful misconduct which has a demonstrably adverse impact on or material damage to the Company or its subsidiaries, or which constitutes a misappropriation of the assets of the Company; or c. Director has engaged in an unauthorized disclosure of Company confidential information; or d. Director has materially breached his obligations hereunder or other agreement with the Company. View More

Cause. Shall mean: (i) the death of the Covered Executive; (ii) the permanent disability of the Covered Executive, which shall be defined as the inability of the Covered Executive, as a result of physical or mental illness or incapacity, to substantially perform the Covered Executive's duties pursuant to this Agreement for a period of one hundred eighty (180) days during any twelve (12) month period; (iii) the Covered Executive's conviction of a felony or of a crime involving dishonesty or moral... turpitude, including, without limitation, any act or crime involving misappropriation or embezzlement of assets or funds of any member of the Company Group; (iv) willful or material wrongdoing by the Covered Executive, including, but not limited to, acts of dishonesty or fraud, which could be expected to have a materially adverse effect, monetarily or otherwise, on the Company Group, individually or collectively, as determined by the Board; (v) material breach by the Covered Executive of any fiduciary duty to the Company, its stockholders or any other member of the Company Group; (vi) material violation of a policy or procedure of any member of the Company Group or any written agreement with any member of the Company Group, including but not limited to, the Company's Code of Ethics; or (vii) the Covered Executive's intentional violation of any applicable local, state or federal law or regulation affecting any member of the Company Group in any material respect, as determined by the Company and the Board. Notwithstanding the foregoing, to the extent that any of the events, actions or breaches set forth in subsections (v) or (vi) above are able to be remedied or cured by the Covered Executive in the sole discretion of the Board, Cause shall not be deemed to exist (and thus the Company may not terminate the Covered Executive for Cause hereunder) unless the Covered Executive fails to remedy or cure such event, action or breach within twenty (20) days after being given written notice by the Company of such event, action or breach; provided however that the Covered Executive shall not be entitled to any subsequent cure period for any repeated event, action or breach. View More