Cause. With respect to any employee or Consultant # if the employee or Consultant is a party to any employment or service 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 is such agreement does not define Cause then # the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitudes or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; # materials breach of an agreement with the Company or an Affiliate (including, without limitation, any loyalty, noncompetition, nonsolicitation or confidentiality agreement); or # material violation of state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: # malfeasance in office; # gross misconduct or neglect; # false or fraudulent misrepresentation inducing the director's appointment; # willful conversion of corporate funds; or # repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

Cause. With respect to any employee or Consultant # if the employee or Consultant is a party to any employment or service 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 is such agreement does not define Cause then # the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitudes or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; # materials breach of an agreement with the Company or an Affiliate (including, without limitation, any loyalty, noncompetition, nonsolicitation or confidentiality agreement); or # material violation of state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: # malfeasance in office; # gross misconduct or neglect; # false or fraudulent misrepresentation inducing the director's appointment; # willful conversion of corporate funds; or # repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

“Cause” means: # if the Participant is a party to an employment 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 commission of, or plea of guilty or no contest to, a felony or a crime involving fraud, embezzlement or any other act of moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; # material breach of any employment, consulting, advisory, nondisclosure, non-solicitation, non-competition or similar agreement with the Company or its Affiliates; or # material violation of state or federal securities laws. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether the Participant has been discharged for Cause.

“Cause” means, with respect to any Employee or Consultant: # If the Employee or Consultant is a party to an employment or service 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 conviction of or plea of guilty or no contest to, a felony or a crime involving moral turpitude; # the commission of a felony or a crime involving moral turpitude for which charges have been filed or the circumstances of which are such that, if sufficient admissible evidence of guilt were available to prosecuting authorities, such authorities would typically elect to prosecute the alleged offender given all the circumstances; # the commission of any other material act involving willful malfeasance or fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or would reasonably be expected or intended to result in material harm to the reputation or business of the Company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; or # material violation of state or federal securities laws. For this purpose, a first offense of drunk driving shall be deemed not to involve moral turpitude.

For purposes of this Agreement, “Cause” shall mean: # the conviction or entry of a plea of guilty or nolo contendere to # any felony or # any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, whether under the laws of the United States or any state thereof or any similar foreign law to which the person may be subject; # being engaged or having engaged in conduct constituting breach of fiduciary duty, dishonesty, willful misconduct or material neglect relating to the Company or any of its subsidiaries or the performance of a person’s duties; # appropriation (or an overt act attempting appropriation) of a material business opportunity of the Company or any of its subsidiaries; # misappropriation (or an overt act attempting misappropriation) of any funds of the Company or any of its subsidiaries; # the willful failure to # follow a reasonable and lawful directive of the Company or any of its subsidiaries at which a person is employed or provides services, or the Board of Directors or # comply with any written rules, regulations, policies or procedures of the Company or a subsidiary at which a person is employed or to which he or she provides services which, if not complied with, would reasonably be expected to have more than a de minimis adverse effect on the business or financial condition of the Company; # willful and knowing material violation of any # material rules or regulations of any governmental or regulatory body that are material to the business of the Company or # U.S. securities laws; provided that for the avoidance of doubt, a violation shall not be considered as willful or knowing where Executive has acted in a manner consistent with specific advice of outside counsel to the Company; # failure to cooperate, if requested by the Board, with any investigation or inquiry by the Company, the Securities Exchange Commission or another governmental body into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal to be deposed or to provide testimony at any trial or inquiry; # violation of a person’s employment, consulting, separation or similar agreement with the Company or any non-disclosure, non-solicitation or non-competition covenant in any other agreement to which the person is subject; # deliberate and continued failure to perform material duties to the Company or any of its subsidiaries; or # violation of the Company’s Code of Business Conduct and Ethics, as it may be amended from time to time.

If no such agreement exists, or if such agreement does not define Cause: # the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; or # material violation of state or federal securities laws.

Cause. “Cause” means, as to any Participant # “Cause” as defined in any employment or consulting agreement between the Participant and the Company or an Affiliate in effect at the time employment with the Company and its Affiliates ends or # in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), the Participant’s # willful neglect in the performance of the Participant’s duties for the Company or an Affiliate or willful or repeated failure or refusal to perform such duties; # engagement in conduct in connection with the Participant’s employment or service with the Company or an Affiliate which results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or an Affiliate; # conviction of, or plea of guilty or no contest to # any felony or # any other crime that results, or reasonably could be expected to result, in material harm to the business or reputation of the Company or an Affiliate; # material violation of the written policies of the Company or an Affiliate, including but not limited to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company or an Affiliate; # fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or an Affiliate; or # act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Company or an Affiliate.

“Cause” shall mean # a material failure by the Participant to carry out, or malfeasance or gross insubordination in carrying out, any of his material duties, # the final conviction of the Participant of, or a plea by the Participant of guilty or nolo contendere to, a felony or crime involving moral turpitude, # an egregious act of dishonesty by the Participant (including, without limitation, theft or embezzlement) in connection with his employment by the Company, or a malicious action by the Participant toward the customers or employees of the Company or any Affiliate, # a material breach by the Participant of the Company’s Code of Business Ethics, or # the failure of the Participant to cooperate fully with governmental investigations involving the Company or any Affiliate unless the Participant is a subject of the investigation or is acting in reliance on the advice of counsel or in accordance with directions from the Board or legal counsel for the Company; provided, however, that each act or omission described in the preceding clauses (i), (iii), (iv), and (v) will not constitute a basis for the Company to terminate the Participant’s employment for Cause unless the Participant receives written notice from the Company identifying each act or omission that the Board views to constitute Cause and any identified act or omission recurs or, if curable, the identified act or omission is not reasonably cured within 30 days after the date that the Participant received the written notice from the Company. For purposes of this provision, any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The cessation of employment of the Participant shall not be deemed to be with Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant, and the Participant is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct that constitutes Cause and specifying the particulars thereof in detail.

Definition of Cause. For purposes of this Agreement, “Cause” means any of the Employee’s: # conviction of a felony, or plea of guilty or nolo contendere to, any felony or any crime of moral turpitude; # repeated intoxication by alcohol or drugs during the performance of the Employee’s duties; # embezzlement or other willful and intentional misuse of any of the funds of the Company or its direct or indirect subsidiaries, # commission of a demonstrable act of fraud; # willful and material misrepresentation or concealment on any written reports submitted [[Organization A:Organization]] or its direct or indirect subsidiaries; # material breach of this Agreement; # failure to follow or comply with the reasonable, material and lawful written directives of the Board; or # conduct constituting a material breach of the Company’s then-current code of conduct or other similar written policy which has been provided [[Organization A:Organization]] Employee.

For purposes hereof, “Cause” shall have the meaning ascribed to such term in any employment, consulting, or other service agreement in effect by and between the Company and the Participant; provided, however, at any time there is no such agreement in effect, or if such agreement does not define such term, the term “Cause” shall mean # the Participant’s commission of a dishonest or fraudulent act in connection with the Participant’s employment, or the misappropriation of Company property; # the Participant’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; # the Participant’s inattention to duties, unsatisfactory performance, or failure to perform the Participant’s duties hereunder, provided in each case the Company gives the Participant written notice and thirty (30) days to correct the Participant’s performance to the Company’s satisfaction; # a substantial failure to comply with the Company’s policies; # a material and willful breach of the Participant’s fiduciary duties in any material respect, provided in each case the Company gives the Participant written notice and thirty (30) days to correct such breach; # the Participant’s failure to comply in any material respect with any legal written directive of the Board; or # any act or omission of the Participant which is of substantial detriment to the Company because of the Participant’s intentional failure to comply with any statute, rule or regulation, except any act or omission believed by the Participant in good faith to have been in or not opposed to the best interest of the Company (without the intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally