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. The Company may, at any time, at its option, exercised by notice to the Executive, terminate his employment for cause when cause exists. In the event of termination for cause, the Company, subject to the provisions of [Section 4.1], shall have no further obligations or liabilities to the Executive hereunder. For purposes of this Agreement, the term “cause” means # any conviction of the Executive for a felony or misdemeanor (other than for minor motor vehicle offenses or other minor offenses); # any material breach by the Executive of this Agreement or the willful failure of the Executive to comply with any lawful directive of the Supervisor, the President or the Board or any lawful policy of the Company; or # dishonesty or gross negligence by the Executive in the performance of his duties hereunder.

Cause. “Cause” for termination by the Employer of the Executive’s employment shall be limited to # the engaging by the Executive in intentional conduct that the Company establishes, by clear and convincing evidence, has caused demonstrable and serious financial injury to the Employer, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; # the Executive’s conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal), the elements of which are substantially related to the Executive’s duties or responsibilities owed to the Employer; or # continuing willful and unreasonable refusal by the Executive to perform the Executive’s duties or responsibilities (unless significantly changed without the Executive’s consent).

Cause. For purposes of this Agreement, “Cause” for termination will mean: # a material breach of any of Executive’s obligations or duties pursuant to this Agreement or the Restrictive Covenant Agreement, which remains uncured ten business days after Executive becomes aware of the breach by formal written notification by the Company; # gross negligence, willful misconduct or breach of fiduciary duty in the course of employment, which if curable remains uncured ten days after the Executive becomes aware of the breach by formal written notification by the Company; # any action or activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; # a material act or omission involving substantial dishonesty or fraud that harms or would reasonably be expected to harm the Company; or # commission of, conviction or indictment for, or plea of no contest to, any felony (or state law equivalent) or any crime involving moral turpitude.

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 Participant’s Service is terminated for Cause, then Participant’s Options shall expire on such Participant’s date of termination of Service, or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options. Unless otherwise provided in an employment agreement or the Award Agreement, Cause shall have the meaning set forth in the Plan.

Cause. With respect to any employee or Consultant: # if the employee or Consultant is a party to an employment agreement, change in control employment agreement, or other services 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 definition of Cause contained in the Award Agreement.

Cause. The Company shall have “Cause” to terminate Executive’s employment hereunder upon:

Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. “Cause” means the Executive’s:

Cause. As used herein, “Cause” means that you have: