Cause. As used in this Agreement, "Cause" shall mean any of the following: # Executive's willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in loss to the Company or damage to the reputation of the Company; # theft from the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or # violation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.
Cause. As used inFor purposes of this Agreement, "Cause"“Cause” shall meanmean: # the Executive’s commission of any felony or commission of any crime involving fraud, dishonesty or moral turpitude; # the following: # Executive'Executive’s willful failurecommission or refusal, after notice thereof, to perform specific directivesattempted commission of the President when such directives are lawful and consistent with the Executives duties and responsibilities describedor participation in this Agreement; #a fraud or act of dishonesty of the Executive affectingagainst the Company; # habitual abusethe Executive’s material breach of drugsany contract or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct ofagreement between the Executive resulting in loss toand the Company or damagethe Executive’s material breach of any legal duty he owes to the reputation of the Company; # theft fromconduct by the Company;Executive that constitutes insubordination, incompetence or neglect of duties; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company;Executive’s failure to perform the duties, functions and responsibilities of the Executive’s position; or # violationthe 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 Executive, after notice thereof,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 business policiesactions or conduct described in [clauses (iv) and guidelines of(v) above] shall only constitute Cause if the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notifyprovides the Executive of any purported grounds constituting Cause,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 have no less than ten (10) business days within which to cure such purported grounds.not constitute a breach of subsection # above.
Definition of Cause. As used inFor purposes of this Agreement, "Cause"“Cause” shall mean any of the following: # Executive'Executive’s willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, orby a court (or plea by Executive of guilty or no contest to, any felonycontest) of a felony, or any crime involving theft, dishonesty or moral turpitude, fraud, gross neglect, embezzlement,turpitude; # act(s) or misrepresentation; # any grossomission(s) by Executive which are willful and deliberate act(s) or willful conductomission(s) which harm or injure the business, operations, financial condition, properties, assets, prospects, value or reputation of the Executive resultingCompany Group in lossany material respect; # Executive’s willful misconduct which results in material harm to the Company Group or damage towhich has a material adverse effect on the reputation of the Company; # theft from the Company; # commissionbusiness, operations, properties, assets, prospects, value or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or # violation by the Executive, after notice thereof, of the business policies and guidelinesrelationships of the Company as may beGroup; # Executive’s willful disregard of the lawful and reasonable directives of the Board or Executive’s willful failure to observe policies or standards approved by the Company, Company Group, or their Boards of Directors, including policies or standards regarding employment practices (including nondiscrimination and sexual harassment policies); # the use of illegal drugs or repetitive abuse of other drugs; # repetitive excessive consumption of alcohol, which results in effect from time to time. Notwithstanding anything hereinmaterial harm to the contrary,Company Group or its subsidiaries; or # Executive’s gross negligence or willful misconduct with respect to any member of the Company shall notifyGroup which results in material harm to the Company Group and/or which has a material adverse effect on the business, operations, properties, assets, prospects, value or business relationships of any member of the Company Group; or # a material breach by Executive of any purported grounds constituting Cause,material covenant or agreement between Executive and any member of the Company Group, including paragraphs 6, 7, 8, 9 and 10 hereof; provided that if the breach is not a breach of paragraphs 6, 7, 8, 9 and 10 hereof or any other restrictive covenant and is capable of remedy, Executive shall have no less than ten (10) business days withinfrom notification of the breach by the Company in which to cureremedy such purported grounds.breach. For avoidance of doubt a breach of paragraphs 6, 7, 8, 9 and 10 or any other restrictive covenant shall not be subject to remedy and any such breach shall be considered “Cause” for termination.
Cause. As used inFor purposes of this Agreement, "Cause"the term Cause shall mean any material breach of this Agreement by Executive or material, gross, and willful misconduct on the following: # Executive's willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonestypart of the Executive affectingin connection with his employment duties hereunder, in all cases that is not cured within fourteen (14) days after receipt of notice thereof (to the Company; # habitual abuseextent such breach is capable of drugsbeing cured), or alcohol; #the Executives conviction of Executive of,or entering of a guilty plea or a plea by Executive of guilty or no contest to, anywith respect to a felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement,larceny, or misrepresentation; # any gross or willful conduct of the Executiveembezzlement resulting in lossmaterial harm to the Company or damage to the reputation of the Company; # theft from the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or # violationCorporation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.Executive.
Cause. As used inFor purposes of this Agreement, "Cause"Plan, Cause shall mean the occurrence of any of the following: # Executive's willful failure or refusal, after notice thereof, to perform specific directives offollowing events, as determined by the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of,Board or a pleacommittee designated by Executivethe Board, in its sole discretion: # Executives conviction of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement,turpitude or misrepresentation;dishonesty, # any grossExecutives participation in a fraud or act of dishonesty against the Company, # Executives willful conductand material breach of Executives duties that has not been cured within 30 days after written notice from the Company officer to whom the Executive resulting in lossreports (or the Board if Executive reports to the Company orBoard), # Executives intentional and material damage to the reputationCompanys property, # Executives material breach of any agreement between the Company; # theft fromExecutive and the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company;Company, including Executives Employee Proprietary Information and Inventions Assignment Agreement, or # violationExecutives repeated failure to satisfactorily perform Executives job duties. The determination whether a termination is for Cause under the foregoing definition shall be made by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.its sole discretion.
Cause. As used inFor purposes of this Agreement, "Cause"“Cause” shall mean any# Executive’s continued violations of Executive’s obligations which are demonstrably willful or deliberate on Executive’s part after there has been delivered to Executive a written demand for performance from the following:Company which describes the basis for the Company’s belief that Executive has not substantially performed his/her duties, # Executive'Executive’s engagement in willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in lossmisconduct which is injurious to the Company or damageits subsidiaries, # Executive’s commission of a felony, an act of fraud against or the misappropriation of property belonging to the reputationCompany or its subsidiaries, # Executive’s breaching in any material respect, the terms of any confidentiality or proprietary information agreement between Executive and the Company, or # Executive’s commission of a material violation of the Company; # theft from the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company; or # violation by the Executive, after notice thereof,Company’s standards of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.employee conduct.
Cause. As used inFor the purposes of this Agreement, "Cause"Cause shall mean any of the following:mean: # Executive'Executive’s willful failure or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or anysimilar crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in losscausing material harm to the Company or damage to thestanding and reputation of the Company; or # theft fromExecutive’s dishonesty or fraud that causes material harm to the Company; # commissionExecutive’s gross negligence or participation byongoing neglect in the performance of his duties as Chief Executive in any other injurious act or omission wantonly, willfully, recklessly, or in a manner which was grossly negligent against the Company;Officer; or # violation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.Executive’s fiscal or fiduciary malfeasance.
Cause.Definition of “Cause”. As used in this Agreement, "Cause"herein, “Cause” shall mean any of the following:include: # Executive'Executive’s willful failureengagement in dishonesty, illegal conduct or refusal, after notice thereof, to perform specific directives of the President when such directives are lawful and consistent with the Executives duties and responsibilities describedgross misconduct, which is, in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in losseach case, materially injurious to the Company or damageany affiliate; # Executive’s significant insubordination; # Executive’s substantial malfeasance or nonfeasance of duty; # Executive’s repeated failure, inability or refusal to the reputation of the Company; # theft from the Company; # commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly, orperform his duties hereunder in a manner which was grossly negligent againstthat is materially injurious to the Company or any affiliate (other than by reason of Executive’s Disability); # Executive’s unauthorized disclosure of confidential information; # Executive’s embezzlement, misappropriation or fraud, whether or not related Executive’s employment with the Company; or # violation by the Executive, after notice thereof,Executive’s breach of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executivea material provision of any purportedemployment, non-disclosure, invention assignment, non-competition, or similar agreement between Executive and Company; provided that “Cause” shall not be deemed to have occurred pursuant to [subsections (ii), (iii) or (iv)])])] hereof unless Executive has first received written notice specifying in reasonable detail the particulars of such grounds constituting Cause, and that Company intends to terminate Executive’s employment hereunder for such grounds, and if such grounds are reasonably capable of being cured within thirty (30) days, Executive has failed to cure such grounds within a period of thirty (30) days from the date of such notice (the “Cure Period”). During any such Cure Period, and in connection with Executive’s ability to cure a for Cause termination as specifically set forth herein, Executive shall have an opportunity to make a presentation to the Company’s Board of Directors in response to the asserted grounds for Cause termination. “Cause” is not limited to events which have occurred prior to the termination of Executive’s service to Company, nor is it necessary that Company’s finding of “Cause” occur prior to such termination. If Company determines, subsequent to Executive’s termination of service but only after the notice, related process and Cure Period described above have been exhausted (if the applicable “Cause” sub-section is invoked), that either prior or subsequent to Executive’s termination, Executive engaged in conduct which would constitute “Cause,” then Executive shall be deemed to have been terminated for “Cause” and he shall have no less than ten (10) business days within whichright to cure such purported grounds.any benefit or compensation under this Agreement, including, without limitation, any payments or benefits under Section 4(c) or Section 4(d) hereof (as applicable).
Cause. As used inFor purposes of this Agreement, "Cause"“Cause” shall mean the occurrence of any of the following: # Executive'sengaging in # willful failure or refusal, after notice thereof,gross misconduct or # willful or gross neglect of duties; # repeatedly and willfully failing to perform specific directivesadhere to the directions of the President when such directives are lawfulBoard or the material written policies and consistent with the Executives duties and responsibilities described in this Agreement; # dishonesty of the Executive affecting the Company; # habitual abuse of drugs or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in loss to the Company or damage to the reputationpractices of the Company; # theft fromany intentionally unlawful act that causes material damage to the property or business of the Company; # commissionExecutive’s material breach of any provision of this Agreement; # fraud, misappropriation, personal dishonesty or participationembezzlement by ExecutiveExecutive, in any other injurious act or omission wantonly, willfully, recklessly, or in a mannereach case which was grossly negligent against the Company; or # violation by the Executive, after notice thereof, of the business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything hereincauses material damage to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.property or
Cause. As used inFor purposes of this Agreement, "Cause"the term “Cause” shall mean any of the following: # Executive'Executive has willfully misappropriated any funds or property of the Company or its affiliates, or has willfully destroyed property of the Company or its affiliates; # Executive has committed # a felony or # any crime # involving fraud, dishonesty or moral turpitude or # that materially impairs Executive’s willful failure or refusal, after notice thereof,ability to perform specific directives of the President when such directives are lawful and consistent with the Executiveshis duties and responsibilities described in this Agreement; # dishonesty ofwith the Executive affecting the Company; # habitual abuse of drugsCompany or alcohol; # conviction of Executive of, or a plea by Executive of guilty or no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect, embezzlement, or misrepresentation; # any gross or willful conduct of the Executive resulting in lossthat causes material damage to the Company or its affiliates or their operations or reputation; # Executive has # obtained personal profit from any transaction of or involving the Company or an affiliate of the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior approval of the Company or # engaged in any other willful misconduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company or its affiliates and which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; # Executive’s material failure to perform his duties with the Company (other than as a result of total or partial incapacity due to physical or mental illness), provided, however, that, if susceptible of cure, a termination by the Company for Cause under this Section 4(e)(i)(D) shall be effective only if, within 20 days following delivery of a written notice by the Company to Executive that Executive has materially failed to perform his duties and that reasonably identifies the reason(s) for such determination, Executive has failed to cure such failure to perform; # Executive’s use of alcohol or drugs has materially interfered with his ability to perform his duties and responsibilities with the Company; # Executive has knowingly made any untrue statement or omission of a material nature to the Company or an affiliate of the Company; # Executive has knowingly falsified Company records (or those of one of its affiliates); # Executive has willfully committed any act # which is intended to materially damage the reputation of the Company;Company or an affiliate of the Company or # theft fromwhich in fact materially damages the Company;reputation of the Company or an affiliate; # commissionExecutive # has willfully violated the Company’s material policies or participation byrules (including, but not limited to, the Company’s equal employment opportunity policies), which violation has resulted or is reasonably likely to result in damage to the Company or its affiliates, or # is guilty of gross negligence or willful misconduct in the performance of his duties with the Company, which has resulted or is reasonably likely to result in material damage to the Company or its affiliates; # Executive has materially breached a covenant set forth in Section 5 or otherwise materially violated any other injurious actconfidentiality, non-competition or omission wantonly, willfully, recklessly,non-solicitation prohibitions imposed on Executive under common law or in a manner which was grossly negligent againstunder the terms of any agreement with the Company; or # violationExecutive has willfully obstructed or attempted to obstruct, or has willfully failed to cooperate with, any investigation authorized by the Executive, after notice thereof,Board of the business policies and guidelinesDirectors of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, theor any governmental or self-regulatory authority regarding a Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have no less than ten (10) business days within which to cure such purported grounds.matter.
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