Cause. “Cause” means # commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, # intentional or willful misconduct or refusal to follow the lawful instructions of the Board of Directors (“Board”) or # intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.

Cause. “Cause” means # commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, # intentional or willful misconduct or refusal to follow the lawful instructions of the Board or # intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered “intentional or willful” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company.

For purposes of the Award, “Cause” means # engaging in # willful or gross misconduct or # willful or gross neglect; # failing to adhere to the lawful written directions of superiors or the Board or to the materially significant written policies and practices of the Company or its affiliates (in each case, with circumstances giving rise to “Cause” to exist only following # a written warning from the Board or the undersigned’s direct supervisor, delivered to the undersigned following the Board or the undersigned’s direct supervisor becoming aware of such conduct and # the undersigned failing to cure such conduct within forty-five (45) days following the delivery of such written warning); # the commission and conviction of a felony or a crime involving any of the following: material moral turpitude, material dishonesty, material breach of trust or unethical business conduct; or the commission and conviction of a material crime involving the Company or its affiliates; # conviction of material fraud, misappropriation or embezzlement; # a material breach of the undersigned’s employment agreement (if any) with the Company or its affiliates; # acts or omissions constituting a material failure to perform substantially and adequately the duties assigned to the undersigned; # any illegal act detrimental to the Company or its affiliates; or # repeated failure to devote substantially all of the undersigned’s business time and efforts to the Company.

“Cause” means # gross negligence or willful misconduct in connection with your duties or in the course of your employment with the Company Group, # an act of fraud, embezzlement or theft in connection with your duties or in the course of your employment with the Company Group, # intentional wrongful damage to property (other than of a de minimis nature) of the Company Group, # intentional wrongful disclosure of secret processes or confidential information of the Company Group which you believe or reasonably should believe will have a material adverse effect on the Company, or # an act leading to your conviction of a felony, or a misdemeanor involving moral turpitude.

“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.

“Cause” means an act or acts by a Person involving personal dishonesty, incompetence, willful misconduct, moral turpitude, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses), the use for profit or disclosure to unauthorized Persons of confidential information or trade secrets of the Company or its subsidiaries, the breach of any contract with or material written policy of the Company or its subsidiaries, the unlawful trading in the securities of the Company or of another corporation based on information gained as a result of the performance of services for the Company or its subsidiaries, a felony conviction, or the failure to contest prosecution for a felony, embezzlement, fraud, deceit or civil rights violations, any of which acts negatively impact the Company or any of its subsidiaries or cause the Company or any of its subsidiaries liability or loss, as determined by the Committee in its sole discretion.

Cause. “Cause” means: # an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee; # Executive’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by Executive that the Board reasonably believes has had or will have a detrimental effect on the Company’s reputation or business; # Executive’s gross misconduct; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company; # Executive’s willful breach of any obligations under any written agreement or covenant with the Company; or # Executive’s continued failure to perform his employment duties after Executive has received a written demand of performance from the Company that specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and has failed to cure such non-performance to the Company’s satisfaction within ten (10) business days after receiving such notice.

For purposes of this letter, “Cause” means # your conviction of a felony, your plea of guilty or “no contest” to a felony, or your confession of guilt to a felony, in each case whether or not in connection with the performance of your duties to the Company, # any act or omission by you which constitutes willful misconduct or negligence that results in loss, damage or injury to the Company or its prospects, including, but not limited to # disloyalty, dishonesty or a breach of fiduciary duty to the Company or its shareholders, # theft, fraud, embezzlement or other illegal conduct, or # deliberate disregard of a rule or policy of the Company, # your failure, refusal or unwillingness to perform, to the reasonable satisfaction of the Board determined in good faith, any duty or responsibility assigned to you in connection with the performance of your duties hereunder, which failure of performance continues for a period of more than two weeks after written notice thereof has been provided to you by the Board, such notice to set forth in reasonable detail the nature of such failure of performance, or # the material breach by you of any of the provisions of this letter or the Related Agreements.

As used herein, “Cause” means: # a willful and material act of dishonesty by you in connection with the performance of your duties as member of the Board; # your conviction of, or plea of guilty or nolo contendere to, a felony (other than a traffic offense that does not result in a fatality), or any crime involving fraud or embezzlement that the Board reasonably determines has had or is reasonably likely to have a materially detrimental effect on the Company’s reputation or business; # your gross misconduct in the performance of your duties as a member of the Board; # your willful and material unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; # your willful and material breach of any obligations under any written agreement or written covenant with the Company; or # your continued willful and substantial failure to perform your duties as a member of the Board (other than as a result of your death or Disability) after written notice. Cause shall not exist unless, in any case, you have first received a written notice from the Board that sets forth the factual basis for the Board’s determination as to any behavior or occurrence claimed as Cause and you fail to cure such claimed behavior or occurrence, if curable, to the reasonable satisfaction of a majority of the Board within ten (10) business days after receiving such written notice, in which case your termination date will be the expiration date of the cure period, if any. For purposes of this definition of Cause, # no act or failure to act on your part shall be considered “willful” unless it is done or omitted to be done by you in bad faith and without reasonable belief that the act or failure to act was in the best interest of the Company, and # while you are serving on the Board, you shall take no part in any determination as to whether “Cause” exists hereunder.

Cause. “Cause” means # a willful failure by Employee to substantially perform Employee’s duties as an employee, other than a failure resulting from the Employee’s complete or partial incapacity due to physical or mental illness or impairment, # a willful act by Employee that constitutes gross misconduct and that is injurious to the Company, # circumstances where Employee willfully imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of carrying out Employee’s duties, # a material and willful violation by Employee of a federal or state law or regulation applicable to the business of the Company that is injurious to the Company, or # Employee’s conviction or plea of guilty or no contest to a felony, which the Company reasonably believes has or will negatively reflect on the Company’s business or reputation. No act or failure to act by Employee will be considered “willful” unless committed without good faith and without a reasonable belief that the act or omission was in the Company’s best interest.