Cause. The Company may terminate the Executive’s employment during the Employment Period for Cause. For purposes of this Agreement, “Cause” means # gross incompetence, gross negligence, or willful misconduct in connection with the performance of the Executive’s duties or breach of a fiduciary duty owed to the Company or any affiliated company; # conviction of or entering of a guilty plea or a plea of no contest with respect to a felony or a crime of moral turpitude or commission of an act of embezzlement or fraud against the Company or any affiliated company; # any material breach by the Executive of a material term of this Agreement, including, without limitation, material failure to perform a substantial portion of his/her duties and responsibilities hereunder; or # deliberate dishonesty of the Executive with respect to the Company or any affiliated company.

Cause. For purposes of this Agreement, “Cause” shall mean the termination of the Executive’s employment because of:

Cause. With respect to any employee or Consultant # if the employee or Consultant is a party to any employment or service 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 is such agreement does not define Cause then # the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitudes or the commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; # conduct that results in or is reasonably likely to result in harm to the reputation or business of the company or any of its Affiliates; # gross negligence or willful misconduct with respect to the Company or an Affiliate; # materials breach of an agreement with the Company or an Affiliate (including, without limitation, any loyalty, noncompetition, nonsolicitation or confidentiality agreement); or # material violation of state or federal securities law. With respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following: # malfeasance in office; # gross misconduct or neglect; # false or fraudulent misrepresentation inducing the director's appointment; # willful conversion of corporate funds; or # repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause.

Cause. “Cause” means # any material act (that remains uncured for thirty (30) days following written notice from the Company) which permits the Company to terminate a written employment agreement or similar arrangement between Executive and the Company, for “cause” or a substantially equivalent term as defined in such agreement or arrangement, or # in the event there is no such agreement or arrangement, or the agreement or arrangement does not define the term “cause” or a substantially equivalent term, then “Cause” means: # an act of personal dishonesty taken by Executive in connection with his responsibilities as an employee and intended to result in substantial personal enrichment of Executive, # Executive being convicted of, or a plea of nolo contendere to, a felony, # a willful act by Executive which constitutes gross misconduct and which is injurious to the Company, or # following delivery to Executive of a written demand for performance from the Company which describes the basis for the Company's reasonable belief that Executive has not substantially performed his duties, continued violations by Executive of Executive's obligations to the Company which are demonstrably willful and deliberate on Executive's part.

Cause. The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” shall have the meaning set forth in the General Severance Plan (as defined below) or, if the Executive’s termination occurs within six (6) months prior to or twenty-four (24) months following a Change in Control, the meaning set forth in the Change in Control Severance Plan.

Cause. For purposes of this Agreement, “Cause” means # Executive’s failure to satisfactorily perform Executive’s duties after there has been delivered to Executive a written demand for performance which describes the specific deficiencies in Executive’s performance and the specific manner in which Executive’s performance must be improved, and which provides thirty (30) business days from the date of notice to remedy such performance deficiencies; # Executive’s conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude which the Board believes has had or will have a detrimental effect on the Company’s reputation or business, # Executive engaging in an act of gross negligence or willful misconduct in the performance of his or her employment obligations and duties, # Executive’s committing an act of fraud against, material misconduct or willful misappropriation of property belonging to the Company; # Executive engaging in any other misconduct that has had or will have a material adverse effect on the Company’s reputation or business; or # Executive’s breach of any material written Company policy that has been communicated to Executive in advance of Executive’s breach, the Executive Invention Assignment and Confidentiality Agreement or other unauthorized misuse of the Company’s trade secrets or proprietary information.

Cause. If the Participant’s Service terminates 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 an Award Agreement, Cause shall have the meaning set forth in the Plan.

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

CAUSE. For purposes of this Agreement, “Cause” means: # Employee’s fraud, embezzlement or misappropriation with respect to the Company; # Employee’s material breach of fiduciary duties to the Company; # Employee’s willful or negligent misconduct; # Employee’s material breach of this Agreement; # Employee’s willful failure or refusal to perform Employee’s material duties under this Agreement or failure to follow any specific lawful instructions of the Company; # Employee’s conviction or plea of nolo contendere in respect of a felony or of a misdemeanor involving moral turpitude; # Employee’s alcohol or substance abuse which has a material adverse effect on Employee’s ability to perform Employee’s duties under this Agreement; or # Employee’s engagement in a form of discrimination or harassment prohibited by law (including, without limitation, discrimination or harassment based on race, color, religion, sex, national origin, age or disability). In the event that the Company concludes that Employee has engaged in acts constituting Cause as defined in [clause (iii), (iv), (v), or (vii) above], prior to terminating this Agreement for Cause the Company will provide Employee with at least fifteen (15) days’ advance written notice of the specific circumstances constituting such Cause, and an opportunity to correct such circumstances.

Cause. “Cause” for termination by the Company of the Executive’s employment after a Change in Control of the Company (or prior to a Change in Control of the Company pursuant to Section 2) shall, for purposes of this Agreement, be limited to any of the following: # the engaging by the Executive in intentional conduct not taken in good faith which has caused demonstrable and serious financial injury to the Company; # conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal) which substantially impairs the