Cause. If the Employee is terminated for Cause, then Employee’s Options shall expire on such Employee’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 the Award Agreement or other agreement between the Company and Employee, Cause shall have the meaning set forth in this Plan.

Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following:

Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the term “Cause” shall mean:

Cause. The Company may terminate the Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following: # the Executive’s failure (except where due to a Disability contemplated by subsection # hereof), neglect, or refusal to perform his material duties hereunder; # any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive); # material breach by the Executive of his obligations under this Agreement; # Executive’s gross negligence in the performance or intentional, material nonperformance of any of Executive’s material duties and responsibilities hereunder; # Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; # the Executive’s conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; # the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets of the Company; or # Executive’s violation of the Company’s then existing drug and alcohol policy, but only after Executive has been provided the opportunity to obtain treatment and rehabilitation for any substance abuse problem that led to such violation and Executive has refused to obtain such treatment, failed to complete it, or engaged in a second violation after treatment and rehabilitation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Notwithstanding the foregoing, Cause shall not exist pursuant to [clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 6(c)] unless the Executive’s acts or omissions have injured the reputation or business of the Company or its affiliates in any material respect. In addition, Cause shall not exist pursuant to [clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 6(c)] unless the Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, which notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the termination of the Executive’s employment for Cause shall be pursuant to the action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall receive the Accrued Compensation, but shall not be entitled to any severance compensation.

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.

Cause. Termination by the Consolidated [[Organization A:Organization]] of your employment with the Consolidated [[Organization A:Organization]] for “Cause” will mean termination upon # your repeated failure to perform your duties with the Consolidated [[Organization A:Organization]] in a competent, diligent and satisfactory manner as determined by the Executive Compensation and Human Resources Committee of the Board of Directors, # failure or refusal to follow the reasonable instructions or direction of the Board of Directors, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Board of Directors for five (5) business days after receiving notice thereof from the Executive Compensation and Human Resources Committee, or repeated failure or refusal to follow the reasonable instructions or directions of the Board of Directors, # any act by you of fraud, material dishonesty or material disloyalty involving the Consolidated [[Organization A:Organization]], # any violation by you of a Consolidated [[Organization A:Organization]] policy of material import (including, but not limited to, the Code of Business Conduct and Ethics, the Statement of Policy on Securities Trading, the Anti-Corruption Policy, Policy on Gifts, Entertainment and Sponsorships and policies included in the Employee Handbook), # any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Consolidated [[Organization A:Organization]], # your chronic absence from work other than by reason of a serious health condition, # your commission of a crime the circumstances of which substantially relate to your employment duties with the Consolidated [[Organization A:Organization]], or # the willful engaging by you in conduct which is demonstrably and materially injurious to the Consolidated [[Organization A:Organization]]. For purposes of this [Subsection 1(b)], no act, or failure to act, on your part will be deemed “willful” unless done, or omitted to be done, by you not in good faith.

Cause. “Cause” means the Participant’s: # engaging in any act that constitutes serious misconduct, theft, fraud, material misrepresentation, serious dereliction of fiduciary obligations or duty of loyalty to the Corporation or a Subsidiary; # conviction of a felony, or a plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude or which in the reasonable opinion of the Board brings you, the Board, the Corporation or any affiliate into disrepute; # neglect of or negligent performance of your employment duties; # willful, unauthorized disclosure of material confidential information belonging to the Corporation or a Subsidiary, or entrusted to the Corporation or a Subsidiary by a client, customer, or other third party; # repeatedly being under the influence of drugs or alcohol (other than prescription medicine or other medically related drugs to the extent that they are taken in accordance with their directions) during the performance of the Participant’s employment duties or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of the Participant’s employment duties; # repeated failure to comply with the lawful directions of the Participant’s superior that are not inconsistent with the terms of the Participant’s employment; # any material failure to comply with the Corporation's or a Subsidiary’s written policies or rules; or # actual engagement in conduct that violates applicable state or federal laws governing the workplace that could reasonably be expected to bring the Corporation or any affiliate into disrepute. In order for the Corporation or a Subsidiary to terminate the Participant’s employment for Cause under any of clauses (iii), (v), (vi) or (vii) in the preceding sentence, the Corporation or a Subsidiary must provide the Participant with written notice of its intention to terminate employment for Cause and describing the acts or omissions upon which such termination for Cause is based, and the Participant will be provided a 30-day period from the date of such notice within which to cure or correct such acts or omissions if they are reasonably susceptible of cure or correction.

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. Termination by the Company of Executive’s employment for “Cause” shall mean termination # upon the willful and continued failure by Executive to substantially perform Executive’s duties with the Company or its affiliates, as the case may be, (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer, which demand specifically identifies the manner in which the Chief Executive Officer believes that Executive has not substantially performed Executive’s duties, and Executive is given a reasonable opportunity to remedy such identified failure to perform, or # the willful engaging by Executive in conduct which is demonstrably and materially injurious to the Company or its affiliates, as the case may be, monetarily or otherwise. For purposes of this subsection, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive’s action or omission was in the best interest of the Company or its affiliates, as the case may be.

Cause. In the event the Compensation Committee determines that a Key Executive has committed an act constituting Cause, the Compensation Committee may, in its discretion, declare that the Key Executive has forfeited the right to receive any installment of any Incentive Compensation under this Plan for the Incentive Cycle, without regard to whether or not the Key Executive's employment has been terminated. Each agreement evidencing a Stock Option shall provide that such Stock Option, whether or not then vested, shall be void and no longer exercisable upon the occurrence of a termination for Cause.