Cause. “Cause” shall mean # Employee’s gross negligence or willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; # Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the Company or any other party to whom the Employee owes an obligation of nondisclosure as a result of his or her relationship with the Company; or # Employee’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether an Employee is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Employee.

Cause. The Company may terminate Employee’s employment at any time, without notice and with immediate effect, for Cause. For purposes of this Agreement, “Cause” shall mean # the willful and repeated failure of Employee to perform substantially the Employee’s duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) after having received written notice from the Company and an opportunity to correct; # Employee’s conviction of, or plea of guilty or nolo contendere to, a felony which is materially and demonstrably injurious to the Company; or # Employee’s willful engagement in material and gross misconduct in violation of Company policy.

Cause has the same definition as under any employment or service agreement between the Company or any Affiliate and the Participant or, if no such employment or service agreement exists or if such employment or service agreement does not contain any such definition, Cause means # the Participant’s act or failure to act amounting to gross negligence or willful misconduct to the detriment of the Company or any Affiliate; # the Participant’s dishonesty, fraud, theft or embezzlement of funds or properties in the course of Participant’s employment; # the Participant’s commission of or pleading guilty to or confessing to any felony; or # the Participant’s breach of any restrictive covenant agreement with the Company or any Affiliate, including but not limited to, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Participant’s resignation in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause.

Cause. For purposes of this Agreement, a termination for "Cause" means a termination of Employee’s employment by the Company based upon Employee's: # persistent failure to perform duties consistent with a commercially reasonable standard of care (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); # willful neglect of duties (other than due to a physical or mental impairment or due to an action or inaction directed by the Company that would otherwise constitute Good Reason); # conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty or moral turpitude; # material breach of this Agreement; # material breach of the Company's business policies, accounting practices or standards of ethics; # material breach of any applicable non-competition, non-solicitation, trade secrets, confidentiality or similar restrictive covenant, or # failure to materially cooperate with or impeding an investigation authorized by the Company Board. Employee’s termination for Cause shall not be effective unless the Company has given Employee no less than thirty days’ notice of termination and the actions underlying its Cause determination, and Employee has failed to cure the condition or event constituting Cause [[Organization A:Organization]] Board’s reasonable satisfaction within thirty days following receipt of the Notice of Termination.

Cause. For purposes of this Agreement only, "Cause" means # repeated violations of the Employee's employment obligations (other than as a result of incapacity due to physical or mental illness), which are demonstrably willful and deliberate on Employee's part and which are not remedied in a reasonable period after written notice from the Company specifying such violations; or # conviction for (or plea of nolo contendere to) a felony.

Cause. For purposes of this Agreement only, "Cause" means # repeated violations of the Employee's employment obligations (other than as a result of incapacity du to physical or mental illness), which are demonstrably willful and deliberate on Employee's part and which are not remedied in a reasonable period after written notice from the Company specifying such violations; or # conviction for (or plea of nolo contendere to) a felony.

in the event there is no such agreement or arrangement, or the agreement or arrangement does not define the term “cause” or a substantially equivalent term, then “Cause” means: # an act of personal dishonesty taken by Employee in connection with her responsibilities as an employee and intended to result in substantial personal enrichment of Employee, # Employee being convicted of, or a plea of nolo contendere to, a felony, # a willful act by Employee which constitutes gross misconduct and which is injurious to the Company, or # following delivery to Employee of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that Employee has not substantially performed her duties, continued violations by Employee of Employee's obligations to the Company which are demonstrably willful and deliberate on Employee's part.

Cause Definition. For purposes of this Agreement, “Cause” shall mean any of the following: # conviction, including a plea of guilty or no contest, of any felony or any crime involving moral turpitude or dishonesty; # fraud upon the Company (or an affiliate), embezzlement or misappropriation of corporate funds; # willful acts of dishonesty materially harmful to the Company; # activities materially harmful to the Company’s reputation; # Employee’s willful misconduct, willful refusal to perform his duties, or substantial willful disregard of his duties, provided that the Company first provides Employee with written notice of such conduct and thirty (30) days to cure such conduct, if such conduct is reasonably susceptible to cure; or # material breach of this Agreement, any other agreement with the Company, any policy of the Company, or any statutory duty or common law duty of loyalty owed to the Company that causes material harm to the Company; provided, no act or omission on Employee’s part shall be considered “willful” unless it is done by Employee without reasonable belief that the Employee’s action was in the best interests of the Company.