Cause. For purposes of this Agreement, “Cause” means the occurrence of any of the following after the Effective Date # Employee’s persistent failure to carry out any lawful duties of Employee or any lawful directions of the CEO reasonably consistent with Employee’s duties; provided, however, that Employee has been given reasonable notice of the specific failure and an opportunity to correct such failure within ten (10) business days from the date of the notice; # Employee’s conviction of or plea of nolo contendere to a felony, which has had or will have a detrimental effect on the Company’s reputation or business, # Employee engaging in an act of gross negligence or willful misconduct in the performance of his employment obligations and duties, # Employee’s commission of an act of fraud against the Company or willful misappropriation of property belonging to the Company; # Employee engaging in any other willful misconduct that has caused or will cause material harm to the Company’s reputation or business; or # Employee’s material breach of the Restrictive Covenants Agreement or the Prior Exhibits. No act or failure to act will be considered “willful” unless Employee has acted, or failed to act, with a lack of good faith and with a lack of reasonable belief that Employee’s action or failure to act was in the best interest of the Company or any of its affiliates.

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

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

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. If the Executive's employment hereunder is terminated by the Company for Cause, the Company shall pay [[Organization A:Organization]] Executive his 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 [[Organization A:Organization]] Executive under this Agreement.

“Cause.” “Cause” to terminate Employee’s employment will exist if Employee:

Cause. “Cause” shall mean: # Executive’s breach of a material term, covenant, obligation or provision of or under this Agreement (including any attachments hereto) or Executive’s failure or refusal to perform material duties and responsibilities under this Agreement; # Executive’s material failure to act subject to and in accordance with any proper and lawful specific direction of the Board or the internal rules and policies established by the Company; # Executive’s engagement in gross misconduct, fraud, dishonesty, insubordination, or act of moral turpitude, which is, in each case, materially injurious to the Company in the reasonable determination of the Board; # Executive’s alcohol or drug use which adversely impairs Executive’s performance of Executive’s duties and obligations under this Agreement or adversely impacts the reputation of the Company; or # Executive’s violation of any material statute governing the business of the Company, or of any material rules or regulations promulgated by any regulatory body governing the Company or its business.

Cause. “Cause” means the occurrence of any of the following actions or events: # Executive’s willful material misconduct or material breach of any written agreement between Executive and the Company (including without limitation this Agreement or the Executive’s Confidentiality Agreement), # Executive’s conviction of, or plea of guilty or no contest to, any felony, or of or to a crime involving moral turpitude, # the performance of an illegal act by Executive while purporting to act on the Company's behalf, or engaging in activities directly in competition or antithetical to the best interests of the Company or any Affiliate, including but not limited to material personal dishonesty, in each case, which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any Affiliate, # fraud or unauthorized use or disclosure of confidential information or trade secrets of the Company or any Affiliate or any other party to whom Executive owes an obligation of nondisclosure as a result of Executive’s relationship with the Company, # an intentional violation of any federal, state or local law or regulation applicable to the Company or any Affiliate or their business, or # Executive’s continued failure to perform Executive’s duties or responsibilities to the Company or any Affiliate or deliberate violation of a Company policy, including but not limited to those relating to insider trading or sexual harassment in each case as determined by the Board, in its sole discretion. Notwithstanding the foregoing, Cause shall only exist after: # the Board delivers written notice to Executive of the Board’s determination that Cause exists; # such notice sets forth in reasonable detail such facts and circumstances, along with the Board’s determination, in its discretion, of whether such events are reasonably capable of being corrected; and # only if the Board has determined that such events are reasonably capable of being corrected, Executive has failed to fully correct any of the events listed above within 10 days following delivery to Executive of the Board’s written notice of its determination that Cause exists. For the avoidance of doubt, in the event the Board determines, in its discretion, that such events constituting Cause are not reasonably capable of being corrected, Cause shall be deemed to exist immediately upon the Board’s delivery of the written notice described in the [foregoing clauses (x) and (y)])].

Cause. For purposes of this Agreement, “Cause,” as determined by the Board acting in good faith and based on information then known to it, means: # your conviction (including a guilty plea or a no contest plea) of a felony, or of any other crime involving fraud, dishonesty or moral turpitude; # your attempted commission of or participation in a fraud or act of material dishonesty against the Company; # your material breach of any written agreement between you and the Company (including but not limited to your CIIAA) or material breach or material neglect of any statutory or fiduciary duty you owe to the Company as reasonably determined by the Company’s Chief Executive Officer and the Board, in each case, after having provided you with not less than 30 days written notice of same and with the opportunity to cure of the same duration to the extent curable; or # your conduct that constitutes gross insubordination, incompetence or habitual neglect of your duties as reasonably determined by the Company’s Chief Executive Officer and the Board, in each case, after having provided you with not less than 30 days written notice of same and with the opportunity to cure of the same duration to the extent curable.

Cause. Employer may terminate the employment of Executive under this Agreement during its Term for Cause. For purposes of this Agreement, termination for “Cause” shall include termination for # breach of this Agreement by Executive; # Executive’s gross negligence in the performance of Executive’s material duties hereunder; # intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the reasonable directives of the CEO of the Employer, or the Employer’s policies and procedures; # Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the CEO of the Employer adversely affects the Employer; # Executive’s arrest for, conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude or that otherwise threatens to interfere with the Employer’s interests as determined by the CEO of the Employer in his or her sole discretion; or # Executive’s failure to report to work or unexcused absenteeism in violation of the Employer’s attendance policies. In such event no further Salary shall be paid to Executive after the date of termination and no STI payment shall be paid to Executive after the date of termination, including any STI payment with respect to any fiscal year or the portion of any fiscal year preceding the date of termination. Executive shall retain only such rights to participate in other benefits as are required by the terms of those plans, Employer’s polices, or applicable law.