Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon # the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or # the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon [clauses (A) or (B) above] unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

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

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

Cause. “Cause” shall mean,

Cause. The term “Cause” means one or more of the following as determined by the affirmative vote of at least a majority of the Board or executive committee thereof:

Cause. “Cause” means # a violation of any of the rules, policies, procedures or guidelines of the Employer, including but not limited to the Company’s Business Ethics Policy and the Proprietary Information and Conflict of Interest Agreement; # any conduct which qualifies for “immediate discharge” under the Employer’s Human Resource Policies as in effect from time to time; # rendering services to a firm which engages, or engaging directly or indirectly, in any business that is competitive with the Employer, or represents a conflict of interest with the interests of the Employer; # conviction of, or entering a guilty plea with respect to, a crime whether or not connected with the Employer; or # any other conduct determined to be injurious, detrimental or prejudicial to any interest of the Employer.”

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

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.

Without Cause. If Employer shall discharge Executive from his employment hereunder for any reason other than one set forth in Section 5(a), or if it shall be determined by a court of competent jurisdiction that the discharge under Section 5(a) was not justified, the Executive’s employment shall end as of the date of such discharge by Employer, provided however, that Executive shall receive the following separation payments: # a lump sum payment, payable within thirty (30) days following the date of such discharge, equal to six (6) times his then monthly Base Salary amount; and # six (6) monthly installment payments, each installment payment equal to such monthly Base Salary amount, commencing on the first day of the seventh month following the month in which Executive’s last day of employment occurs, and continuing on the first day of each immediately succeeding month for the next five (5) months.

Without Cause. The Employer may Terminate Employee’s employment during the Employment Period without Cause (“Termination Without Cause”).