Cause. “Cause” shall mean the following: # a willful breach in any material respect by Executive of a fiduciary duty to the Company, any Affiliate, or any member of the Partnership Group; # a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; # the failure of the Executive to substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; # the willful failure of Executive to render any material services to the Company, any Affiliate, or to any member of the Partnership Group in accordance with any employment or similar

Cause. “Cause” shall mean the following: # a willful breach in any material respect by Executive of a fiduciary duty to the Company or to an Affiliate; # a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; # the failure of the Executive to substantially follow the reasonable and lawful written instructions or policies of the Board or of the Company with respect to the services to be rendered and the manner of rendering such services by Executive; # the willful failure of Executive to render any material services to the Company or to an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s duties to the Company or to an Affiliate. Notwithstanding the foregoing, Executive’s employment shall not be deemed to have been terminated for Cause unless # reasonable notice

Cause. “Cause” will mean # any act of dishonesty or fraud taken by Executive in connection with his responsibilities as an employee other than immaterial, inadvertent acts that, if capable of cure, are promptly remedied by Executive following notice by the Company, # Executive’s breach of the fiduciary duty or duty of loyalty owed to the Company, or material breach of the duty to protect the Company’s confidential and proprietary information, # Executive’s conviction or plea of nolo contendere to a felony or to a crime involving fraud, embezzlement, misappropriation of funds or any other act of moral turpitude, # Executive’s gross negligence or willful misconduct in the performance of his duties, # Executive’s material breach of this Agreement or any other agreement with the Company or any material written policy of the Company; # Executive’s engagement in conduct or activities that result, or are reasonably likely to result, in negative publicity or public disrespect, contempt or ridicule of the Company that the Board reasonably believes will have a demonstrably injurious effect on the reputation or business of the Company or Executive’s ability to perform his duties (but excluding conduct and activities undertaken in good faith by Executive in the ordinary course of performing his duties or promoting the Company); # Executive’s willful failure to abide by the lawful and reasonable directives of the Company (other than any failure to achieve a lawful and reasonable directive following the expenditure by Executive of commercially reasonable best efforts); # Executive’s willful failure to materially perform the primary duties of Executive’s position.

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.

Cause. “Cause” means the occurrence of any of the following: # Executive’s conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement ; # Executive’s intentional misconduct; # Executive’s material failure to perform his or her employment duties; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company , or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; # an act of material fraud or dishonesty against the Company or any of its subsidiaries; # Executive’s material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or # Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

Cause. “Cause” means the occurrence of any of the following: # Executive's conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; # Executive's intentional misconduct; # Executive’s material failure to perform his or her employment duties; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; # an act of material fraud or dishonesty against the Company or any of its subsidiaries; # Executive's material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or # Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

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.

“Cause” means any of the following: # the Executive’s refusal substantially to perform the Executive’s material duties or carry out the lawful instructions of the Company (other than as a result of total or partial incapacity due to physical or mental illness); # the conclusive finding of the Executive’s fraud or embezzlement of Company property; # the Executive’s material dishonesty in the performance of his or her duties resulting in significant harm to the Company; # Executive’s conviction of a felony under the laws of the United States or any state thereof or, where applicable, any equivalent offence (including a crime subject to a custodial sentence of one year or more) under the laws of the applicable jurisdiction; # the Executive’s gross misconduct in connection with the Executive’s duties to the Company which could reasonably be expected to be materially injurious to the Company; or # the Executive’s material breach of this Agreement, in each as determined in good faith by the Board or the Committee.

“Cause” means Executive’s: # indictment or conviction of any felony or any crime involving dishonesty or moral turpitude; # participation in any fraud against the Company or other dishonesty which is not the result of an innocent or inadvertent mistake by Executive with respect to the Company; # willful violation of Executive’s obligations to the Company after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially satisfied Executive’s obligations to the Company; # continued violation or breach of any material written Company policy, agreement with the Company, or any statutory or fiduciary duty to the Company after there has been delivered to you a written notification of such violation or breach; or # damaging or misappropriating or attempting to damage or misappropriate any property, including intellectual property, of the Company.

“Cause” means the occurrence of any of the following: # any willful, material violation by the Executive of any law or regulation applicable to the business of any Company Group member, the Executive’s conviction for, or plea of guilty or no contest to, a felony or a crime involving moral turpitude, or any willful perpetration by the Executive of a common law fraud, # the Executive’s commission of an act of personal dishonesty which involves personal profit in connection with any Company Group member or any other entity having a business relationship with any Company Group member; # any material breach by the Executive of any provision of any agreement or understanding between any Company Group member and the Executive regarding the terms of the Executive’s service as an employee, officer, director or consultant to any Company Group member, including without limitation, the willful and continued failure or refusal of the Executive to perform the material duties required of the Executive as an employee, officer, director or consultant of any Company Group member, other than as a result of having a Disability, or a breach of any applicable invention assignment and confidentiality agreement or similar agreement between any Company Group member and the Executive, # the Executive’s disregard of the policies of any Company Group member so as to cause loss, damage or injury to the property, reputation or employees of any Company Group member, or # any other misconduct by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, any Company Group member.