Cause. The term “Cause” means one or more of the following:

Cause. Any termination of a Participant’s employment with the Company or a Subsidiary which results from:

Cause. The Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean # repeated violations by the Executive of the Executive's obligations under [Section 4] of this Agreement (other than as a result of incapacity due to physical or mental illness) which are demonstrably willful and deliberate on the Executive's part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or # the conviction of the Executive of a felony involving an act of dishonesty intended to result in substantial personal enrichment at the expense of the Company or its Affiliated Companies.

Cause. “Cause” means:

Cause. For purposes of this Agreement, “Cause” shall mean the following # Employee’s commission of an act of fraud, theft or dishonesty against the Company; # the arrest of Employee for any act involving dishonest conduct or other act of moral turpitude; # willful or wanton misconduct, recklessness, or gross negligence by Employee in the performance of the Services; # Employee's breach of his fiduciary duties to the Company; # conduct by Employee that could harm the Company’s reputation or goodwill or that otherwise could undermine the best interests of the Company or affiliated entities; # if Employee is determined to have a “bad actor” disqualification as set forth in Rule 506(d) of Regulation D under the Securities Act of 1933, # a breach by Employee of any obligation, representation, or warranty under this Agreement, # unwillingness of the Employee to perform the Services continuing for a period of five (5) business days after notice to Employee; and # any additional events as set forth in [Exhibit A].

Cause. For purposes of this Agreement, “Cause” shall mean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the Executive’s commission or attempted commission of or participation in a fraud or act of dishonesty against the Company; # the Executive’s material breach of any contract or agreement between the Executive and the Company or the Executive’s material breach of any legal duty he owes to the Company; # conduct by the Executive that constitutes insubordination, incompetence or neglect of duties; # the Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; or # the Executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation; provided, however, the actions or conduct described in [clauses [(iv) and (v) above]e]] shall only constitute Cause if the Company provides the Executive with written notice thereof and the Executive has not, within 30 days of receipt such written notice, discontinued the cited conduct or remedied the failure to perform and further provided that lawful actions taken by the Executive in the exercise of his rights under the United States Constitution shall not constitute a breach of subsection # above.

Cause. Nothing in this Agreement shall be construed to prevent its termination by Employer at any time for “cause”. For purposes of this Agreement, “cause” shall mean # the willful and material failure of Employee to perform or observe (other than by reason of disability as contemplated in paragraph 8(a)) any of the terms or provisions of this Agreement, including the failure of Employee to follow the reasonable written directions of Employer’s President and Chief Executive Officer or Board of Directors, # dishonesty or misconduct on the part of Employee that is or is reasonably likely to be damaging or detrimental to the business of Employer, # conviction of a crime involving moral turpitude, # habitual insobriety or failure to perform duties due to abuse of alcohol or drugs, or # misappropriation of funds. Prior to terminating this Agreement on account of Employee’s failure to perform or observe any of the terms and conditions of this Agreement (but not for any of the other enumerated “causes” stated in [(ii) through (v) above]), Employer shall give Employee thirty (30) days written notice and an opportunity to cure such failure to the satisfaction of Employer. Upon termination for cause, Employer shall pay to Employee all sums due to Employee through the date of such termination. Following such a termination, Employer shall have no further duty or obligation to Employee; provided, however, that Employee shall continue to be bound by [Sections 11 through 13].

Definition of Retirement. For purposes of this Agreement, “Retirement” means a voluntary termination of the Grantee’s employment for any reason more than 179 days after the Grant Date; provided, that as of the date of such termination, the Grantee: # has at least ten years of service as an employee of the ​ or a Subsidiary; # has attained the age of 60; and # has not, as of the Payment Date, obtained substantial employment or service as a consultant to any person or entity (other than with the ​ or its Subsidiaries) engaged in the business of the ​ or its Subsidiaries.

Definition of “Disability”. For purposes of this Agreement, “Disability” shall mean Executive’s incapacity or inability to perform Executive’s duties and responsibilities as contemplated herein for one hundred twenty (120) days or more (cumulative or consecutive) within any rolling twelve (12) month period, because Executive’s physical or mental health has become so impaired as to make it impossible or impractical for Executive to perform the duties and responsibilities contemplated hereunder. Determination of Executive’s physical or mental health shall be determined by Company after consultation with a medical expert appointed by mutual agreement between Company and Executive who has examined Executive. Executive hereby consents to such examination and consultation regarding Executive’s health and ability to perform as aforesaid.

Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to Co-Borrower’s knowledge or awareness, to the “best of” Co-Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of any Responsible Officer.