Cause. Any termination of a Participant’s employment with the Company or a Subsidiary which results from:

Cause. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the [[Team Member:Person]]’s Service was terminated in whole or in part for Cause, all of the RSUs subject to the Award that have not previously been converted to Shares shall terminate immediately and the [[Team Member:Person]] shall have no rights hereunder.

Cause. “Cause” means:

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. For purposes of this Agreement, “Cause” shall mean the following # Employee’s commission of an act of fraud, theft or dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross negligence by Employee in the performance of the Services; # Employee's breach of his fiduciary duties to the Company; # conduct by Employee that could harm the Company’s reputation or goodwill or that otherwise could undermine the best interests of the Company or affiliated entities; # if Employee is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee; and # any additional events as set forth in Exhibit A.

Cause. The Company may terminate the Executive’s employment for Cause. For purposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder only upon # the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company, which specifically identifies the manner in which the Executive has not attempted to substantially perform his duties, or # the engaging by the Executive in willful misconduct which is materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3(d), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omission was in 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 upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof.

Cause. The term “Cause” shall mean:

Cause. If you are a party to an employment or severance agreement with the Company, Cause shall have the meaning set forth therein. If you are not a party to an employment or severance agreement with the Company, termination by the Company or any Subsidiary or Affiliate of your employment for Cause shall mean termination # upon your willful and continued failure to perform substantially your duties with the Company or any Subsidiary or Affiliate (other than any such failure resulting from your incapacity due to physical or mental illness), # upon your willful and continued failure to follow and comply substantially with the specific and lawful directives of any person to whom you directly or indirectly report within the Company or any Subsidiary or Affiliate (other than any such failure resulting from your incapacity due to physical or mental illness), # upon your willful commission of an act of fraud or dishonesty resulting in economic or financial injury to the Company or any Subsidiary or Affiliate, or # upon your willful engagement in illegal conduct which is injurious to the Company or any Subsidiary or Affiliate.

Cause. For purposes of this Agreement, “Cause” for termination of Executive’s employment will mean: # commission of any felony or crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; # attempted commission of, or participation in, a fraud or act of dishonesty against the Company; # intentional, material violation of any contract or agreement between Executive and the Company or of any statutory duty owed to the Company; # unauthorized use or disclosure of the Company’s confidential information or trade secrets; or # gross misconduct.