This excerpt taken from the BLUD DEF 14A filed Oct 21, 2005.
Cause means, for purposes of determining whether and when a Participant has incurred a Termination of Employment for Cause, any act or omission which permits the Company to terminate the written employment agreement or arrangement between the Participant and the Company or an Affiliate for cause as defined in such agreement or arrangement, or in the event there is no such agreement or arrangement or the agreement or arrangement does not define the term Cause, then Cause means:
(1) the conviction of a Participant for committing a felony under federal law or the law of the state in which such action occurred; (2) dishonesty in the course of fulfilling the Participants employment duties; (3) willful and deliberate failure on the part of the Participant to perform his or her employment duties in any material respect; or (4) such other meaning as may be specified with respect to any particular Award or in any employment or other agreement entered into at or before the time the Award is granted (or, with the consent of the Participant, after such time). Notwithstanding the foregoing, a Participant may not be terminated for Cause unless and until there shall have been delivered to the Participant a copy of a notice specifying the nature of the grounds for such termination. The notice also shall afford the Participant with the opportunity, together with the Participants counsel, to be heard regarding the existence of Cause. The Participant shall have thirty (30) days to correct the acts or omissions complained of, if correctable.