Cause. "Cause" means, with respect to a Participant, the occurrence of any of the following events: # such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude; # such Participant's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; # such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; # such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or # such Participant's gross misconduct.

“Cause” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means the occurrence of any of the following events: # the commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof or the laws of other jurisdictions to which Participants are subject; # the attempted commission of, or participation in, a fraud or act of dishonesty against the Company; # the intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; # the unauthorized use or disclosure of the Company’s confidential information or trade secrets; or # gross misconduct. The determination of Cause will be made by the Committee, in its sole discretion.

“Cause” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: # such Participant’s commission of any felony, indictable offence or other crime involving fraud, dishonesty or moral turpitude under the laws of the United States, or any state thereof, Canada, or any applicable foreign jurisdiction; # such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any Affiliate; # such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or any Affiliate or of any statutory duty owed to the Company or any Affiliate; # such Participant’s unauthorized use or disclosure of the Company’s or any Affiliate’s confidential information or trade secrets; or # such Participant’s gross misconduct; provided, however, that for Employees in Ontario, “Cause” means wilful misconduct, disobedience or wilful neglect of duty that is not trivial and has not been condoned. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its

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

“Cause” shall mean the occurrence of one of the following events: # commission of fraud, embezzlement, theft, felony or an act of dishonesty in the course of the Participant’s service to the Company or an Affiliate which conduct damaged the Company or an Affiliate, # disclosure of trade secrets of the Company or an Affiliate, or # violation of the terms of any non-competition, non-disclosure or similar agreement with respect to the Company or any Affiliate to which the Participant is a party.

“Cause” means a determination by the Company that the Participant has committed an act or acts constituting any of the following: # dishonesty, fraud, misconduct or negligence in connection with Participant’s duties to the Company, # unauthorized disclosure or use of the Company’s confidential or proprietary information, # misappropriation of a business opportunity of the Company, # materially aiding Company competitor, # a felony conviction, # failure or refusal to attend to the duties or obligations of the Participant’s position # violation or breach of, or failure to comply with, the Company’s code of ethics or conduct, any of the Company’s rules, policies or procedures applicable to the Participant or any agreement in effect between the Company and the Participant or # other conduct by such Participant that could be expected to be harmful to the business, interests or reputation of the Company. The determination as to whether Cause for a Participant’s termination exists will be made in good faith by the Company and will be final and binding on the Participant. This definition does not in any way limit the Company’s or any Parent’s or Subsidiary’s ability to terminate a Participant’s employment or services at any time as provided in Section 21 above. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement, Award Agreement, or other applicable agreement with any Participant, provided that such document supersedes the definition provided in this Section 29.6.

“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 any of the following events: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company; (ii) willful breach of any obligation under any written agreement with the Company that is not cured within 30 days of written notice to the Participant; (iii) Participant’s deliberate violation of a Company policy, or commission of any felony or 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; or (iv) material unauthorized use, disclosure or misappropriation by Participant of any proprietary information, trade secret or other asset of the Company or entrusted to the Company by a third party.

“Cause” means # the Participant has been convicted of, or has pleaded guilty or nolo contendere to, any felony or crime involving moral turpitude, # the Participant has committed any act of fraud, embezzlement, theft, misappropriation of funds, breach of fiduciary duty or other willful act of material dishonesty against the Company that results in material harm to the Company, or # the Participant has engaged in willful misconduct which is injurious to the Company or materially failed or refused to perform the material duties lawfully and reasonably assigned to the Participant or has performed such material duties with gross negligence or has breached any material term or condition of this Plan, the Participant’s Employee Confidential Information and Inventions Agreement with the Company or any other material agreement with the Company, in any case after written notice by the Company of such misconduct, performance issue, gross negligence or breach of terms or conditions and an opportunity to cure within thirty (30) days of such written notice thereof from the Company, unless such misconduct, performance issue, gross negligence or breach is, by its nature, not curable.

“Cause” means a Participant’s # conviction or plea of guilty or nolo contendre to a felony or other crime involving moral turpitude; # commission of fraud or a material act or omission involving dishonesty with respect to the Company, as reasonably determined by the Board; # willful failure or refusal to carry out the material responsibilities of his or her employment, as reasonably determined by the Board; or # gross negligence, willful misconduct, or engaging in a pattern of behavior which has had or is reasonably likely to have a significant adverse effect on the Company, as reasonably determined by the Board.