Cause. “Cause” for the Company to terminate Executive’s employment hereunder shall mean the occurrence of any of the following events, as determined by the Company and/or the Board in its and/or their sole and absolute discretion:

Cause. For purposes of this Agreement, “Cause” for termination will mean: # the commission of an act of fraud, embezzlement or dishonesty by Employee that has a material adverse impact on the Company or any successor or affiliate thereof; # a conviction of, or plea of “guilty” or “no contest” to, a felony by Employee; # any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company or any successor or affiliate thereof that has a material adverse impact on any such entity; # Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any other material misconduct on the part of Employee; # Employee’s ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement, which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the CEO or the Board stating with specificity the nature of such failure, refusal or neglect; or # Employee’s breach of any material provision of this Agreement, Employee Handbook, Code of Ethical Business Conduct or the Employee Proprietary Information and Inventions Agreement referred to in Section 5(b); provided, however, that prior to the determination that “Cause” has occurred, if the Board determines in good faith that Employee’s action or breach is remediable, the Company shall # provide to Employee in writing, in reasonable detail, the reasons for the determination that such “Cause” exists, # other than with respect to [clause (v) above] which specifies the applicable period of time for Employee to remedy his breach, afford Employee a reasonable opportunity to remedy any such breach, and only to the extent such breach is remediable, in the good faith determination of the Board, # provide Employee an opportunity to be heard prior to the final decision to terminate Employee’s employment hereunder for such “Cause” and # make any decision that such “Cause” exists in good faith.

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

CAUSE. Upon a termination by the Company for Cause. “Cause” shall mean:

Cause. For purposes of this Plan and any agreements entered into pursuant to the Plan only, Cause shall mean:

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, or plea of guilty or nolo contendre to, a felony or crime involving moral turpitude (or any similar crime in any jurisdiction outside the United States); # 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; # any act of fraud, embezzlement, material misappropriation or dishonesty committed by Executive against the Company; or # any acts, omissions or statements by Executive which the Company determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company. 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. “Cause” means the occurrence of any of the following: # Executive's conviction of, or plea of “no contest” to, a felony or any crime involving fraud or embezzlement; # Executive's intentional misconduct; # Executive’s material failure to perform his or her employment duties; # Executive’s unauthorized use or disclosure of any proprietary information or trade secrets of the Company, or any of its subsidiaries, or any other party to whom Executive owes an obligation of nondisclosure as a result of his or her relationship with the Company or any of its subsidiaries; # an act of material fraud or dishonesty against the Company or any of its subsidiaries; # Executive's material violation of any policy of the Company or any of its subsidiaries or material breach of any written agreement with the Company or any of its subsidiaries; or # Executive’s failure to cooperate with the Company in any investigation or formal proceeding.

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 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.