Cause. With respect to any employee or Consultant: # if the employee or Consultant is a party to an employment agreement, change in control employment agreement, or other services 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 if such agreement does not define Cause, the definition of Cause contained in the Award Agreement.

Cause. For the purposes of this Agreement, Cause shall mean: # Executive’s conviction of a felony or similar crime causing material harm to the standing and reputation of the Company; or # Executive’s dishonesty or fraud that causes material harm to the Company; # Executive’s gross negligence or ongoing neglect in the performance of his duties as Chief Executive Officer; or # Executive’s fiscal or fiduciary malfeasance.

Cause. Notwithstanding any other provisions of this Agreement to the contrary, if the Committee concludes, in its sole discretion, that the ​’s Service was terminated in whole or in part for Cause, all of the PSUs subject to the Award shall terminate immediately and the ​ shall have no rights hereunder.

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. “Cause” shall mean # Employee’s gross negligence or willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; # Employee’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; # unauthorized use or disclosure by Employee of any proprietary information or trade secrets of the Company or any other party to whom the Employee owes an obligation of nondisclosure as a result of his or her relationship with the Company; or # Employee’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether an Employee is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Employee.

and such agreement contains a definition of “Cause,” the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to such Participant, by the definition of “Cause” used in such employment, severance or similar agreement