By Company with Cause. During the Strategic Advisory Period, the Company may terminate this Agreement for “Cause” as defined in the 2020 ​ Long-Term Incentive Plan. Upon such a for-Cause termination, each of the Company and Executive will be released from any and all further obligations under this Agreement except: # that the Company will pay to Executive the base salary earned by Executive as of the Accelerated Retirement Date; and # as described in [Section 6(d)].

Termination by Company; “Cause.” Company shall have the right to terminate Executive’s employment hereunder at any time, with or without “Cause” (as defined below). In the event of any termination by Company, Company shall give Executive forty-five (45) days prior notice of any termination without Cause, but shall not be obligated to give Executive prior notice of a termination with Cause. Company shall nevertheless be obligated to pay Executive such compensation and severance, if any, as may be provided for in this Agreement under the applicable circumstances. Company will give Executive notice of termination of her employment pursuant to a “Notice of Termination” (as defined below).

Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean a termination of the Executive’s employment which is a result of any act or omission from the Effective Date of this Agreement forward including:

Cause. If the Committee determines that a Participant’s Continuous Service terminated due to Cause, the Participant shall immediately forfeit the right to exercise any Option, and any such Option shall be considered immediately null and void.

Cause. “Cause” means only the following: # your indictment or conviction of, or a plea of nolo contendere to, # any felony (other than any felony arising out of negligence), or any misdemeanor involving moral turpitude with respect to the Company, or # your commission any crime or offense involving dishonesty with respect to the Company; # theft or embezzlement by you of Company property or commission of similar acts involving dishonesty or moral turpitude; # repeated material negligence in the performance of your duties after you have received written notice of the same; # your failure to devote substantially all of your working time and efforts during normal business hours to the Company’s business; # your knowing engagement in conduct that is materially injurious to the Company; or # your knowingly providing materially misleading information concerning the Company to the Company’s Board of Directors, any governmental body or regulatory agency or to any lender or other financing source or proposed financing source of the Company.

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for "cause". For purposes of this Agreement, "cause" shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 9(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer's President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee's failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated "causes" stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 10 through 16].

Cause. As used in this Agreement, "Cause" shall mean any of the following: # Executive's willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in loss to the Company or damage to the reputation of the Company; # theft from the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or # violation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.

Cause. The term “Cause” shall mean that the Executive shall, prior to any Termination of Employment (as that term is hereafter defined), have:

Cause. The term “Cause” means one or more of the following:

Cause. For all purposes under this Agreement, “Cause” shall mean Executive’s:

Cause. With respect to any employee or Consultant: # if the employee or Consultant is a party to an employment agreement, change in control employment agreement, or other services agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or # if no such agreement exists, or if such agreement does not define Cause, the definition of Cause contained in the Award Agreement.

Cause. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the ​’s Service was terminated in whole or in part for Cause, the Option shall terminate immediately and the ​ shall have no rights hereunder.

Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. “Cause” means: