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. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay to the Executive his/her full base Salary through the Date of Termination but at a rate no greater than that in effect at the time Notice of Termination is given, and the Company shall have no further obligations to the Executive under this Agreement.

Cause. If the Employee’s employment hereunder is terminated by the Company for Cause, # the Employee shall be entitled to receive all accrued and unpaid Base Salary through the Effective Termination Date, # except as provided in clause (i), the Employee shall not be entitled to receive following the Effective Termination Date any of the compensation or benefits provided in Section 3 including any continued payment of the Base Salary, the payment of the Annual Cash Incentive Award and any LT Cash Incentive Awards that are unpaid at such time and the continued vesting of the Outstanding Equity Awards, and # the exercise period of the Employee’s vested options shall not be extended and shall remain exercisable only for the applicable period following the Effective Termination Date as set forth in the respective plan and option agreement.

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. “Cause” means # Executive’s gross negligence or willful misconduct in the performance of the duties and services required of Executive pursuant to this Agreement or Executive’s employment or offer letter agreement with the Company (the “Employment Agreement”); # Executive’s conviction of a felony or crime involving moral turpitude; # Executive’s willful refusal to perform the duties and responsibilities required of Executive under this Agreement or the Employment Agreement which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; # Executive’s material breach of any material provision of this Agreement, the Employment Agreement, the Confidential Information Agreement (as defined below) or corporate code or policy which remains uncorrected for thirty (30) days following written notice to Executive by the Company of such breach; or # Executive violates the Foreign Corrupt Practices Act or other applicable United States law. For purposes of this [Section 9(a)], an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company.

Cause. Company may terminate Employee's employment either with or without Cause (as defined below). In the event of termination of employment for Cause, Company must pay to Employee the Annual Base Salary and provide benefits under this Agreement only through the Date of Termination, and will have no further obligation to Employee under this Agreement, except as may be provided under the terms of the plans and agreements referenced in Section 2(b)(iv) above and in Section 10(g) below. For purposes of this Agreement, "Cause" means:

Cause. A date specified by the Company by notice to the Executive for Cause. For purposes of this Agreement, “Cause” means: # the Executive’s substantial and material non-performance of his duties, continued, willful insubordination or other willful and material failure to adhere to any policy of the Company or any of its affiliates, if the Executive has been given written notice of such non-performance, insubordination or failure and the Executive fails to cure such non-performance, insubordination or failure within thirty (30) days after receipt of such notice; # the willful misappropriation (or attempted willful misappropriation) of any of the funds or property of the Company or any of its affiliates; or # the conviction of, or the entering of a guilty plea or plea of no contest with respect to, # a felony, # the equivalent thereof, # any other crime with respect to which active imprisonment is imposed, or # any other crime involving theft, willful misappropriation, embezzlement, fraud or dishonesty.

Cause. Upon termination of your Service for Cause, this Option shall expire on your termination date. For purposes of this Agreement, “Cause” shall be defined in the Plan unless expressly provided otherwise in an employment agreement between you and the Company.

Cause. Upon Participant’s termination of Service for Cause, the SAR shall expire on Participant’s termination date. For purposes of this Agreement, “Cause” shall be defined in the Plan.

Cause. “Cause” will mean: