Cause

Cause. Shall mean: Means any of the following: (i) the willful and continued fraud or material dishonesty of Executive in connection with the performance of Executive's duties to the Company; (ii) the deliberate or intentional failure of the by Executive to substantially perform the Executive's duties with to the Company (other than any such Executive's failure resulting from Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the Executive's... issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), Reason) after a written demand for substantial performance notice is delivered to the Executive by the Board Board, which demand specifically identifies the manner in which the Board believes Executive has not substantially performed the Executive's duties, or (ii) the duties; (iii) willful engaging misconduct by the Executive in illegal conduct or gross misconduct which that is materially and demonstrably injurious detrimental to the Company. No act, reputation, goodwill or business operations of the Company or any Affiliate; (iv) willful disclosure of the Company's Confidential Information or trade secrets; (v) a breach of Section 6(a), (b), (c) or (d) or Section 18 of this Agreement; or (vi) the conviction of, or plea of nolo contendere to a charge of commission of, a felony or crime of moral turpitude by Executive. For purposes of this Section, no act or failure to act, on the part of the Executive shall act will be considered willful "willful," unless it is done, done or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon the advice of counsel for the Company (which may will be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. View More

Cause. Shall mean: (i) the Executive's willful conduct that is demonstrably and continued failure materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the Executive's breach of a covenant set forth in Section 3; (iii) the Executive's breach of the Executive's fiduciary duties to the Company or an Affiliate; (iv) the Executive's conviction of any crime (or entering a plea of guilty or nolo contendre to any crime) constituting a felony; or (v) the Executive's entering into... an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities. A termination of the Executive shall not be for Cause unless the decision to substantially perform terminate the Executive's duties with Executive is set forth in a resolution of the Company (other than any Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board). No act or failure resulting from incapacity due to physical or mental illness or anticipated failure after the issuance of a Notice of Termination for Good Reason act by the Executive pursuant will be deemed willful if it was done or omitted to Section 4(c)), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Executive has not substantially performed the Executive's duties, or (ii) the willful engaging be done by the Executive in illegal conduct good faith or gross misconduct which is materially and demonstrably injurious to the Company. No act, or failure to act, with a reasonable belief on the part of the Executive shall be considered willful unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests interest of the Company. Company or an Affiliate. Any act, act or failure to act, act by the Executive based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or based upon on the advice of counsel for to the Company (which may be the General Counsel or other counsel employed by the Company or its subsidiaries) shall be conclusively presumed to be done, done or omitted to be done, done by the Executive in good faith and in the best interests interest of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless Company and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. its Affiliates View More

Cause. Shall mean: (i) the willful and continued failure of the Executive to perform substantially perform the Executive's his duties with the Company (other than any such failure resulting from Executive's incapacity due to physical or mental illness or anticipated any such failure after subsequent to Executive being delivered a Notice of Termination without Cause by the issuance of Company or delivering a Notice of Termination for Good Reason by to the Executive pursuant to Section 4(c)), Company)... after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed the Executive's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to the Company. No act, Company or its affiliates. For purpose of this paragraph (b), no act or failure to act, on the part of the act by Executive shall be considered willful "willful" unless it is done, done or omitted to be done, done by the Executive in bad faith or and without reasonable belief that the Executive's action or omission was in the best interests of the Company. Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or of a more senior officer of the Company or Board, based upon the advice of counsel for the Company (which may be or upon the General Counsel instructions of the Company's chief executive officer or other counsel employed by another senior officer of the Company or its subsidiaries) shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive Cause shall not be deemed to be for Cause exist unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board (excluding Executive if Executive is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and an opportunity for Executive, and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive is guilty of the conduct described Board an event set forth in subparagraph clauses (i) or (ii) above, has occurred and specifying the particulars thereof in detail. View More

Cause. With respect to any Participant Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Cause" shall have the equivalent meaning or the same meaning as "cause" or "for cause" set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean... (i) the failure or refusal by the Participant to perform, in a reasonable manner, perform his or her duties as reasonably assigned by the Company or (or a Related Entity, Entity) and such failure or refusal is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or a Related Entity), (ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity, if any, (iii) any material violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with rules, regulations, policies, procedures or guidelines established by the Company or (or a Related Entity, Entity) from time to time and such violation or breach is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or a Related Entity), (iii) any material violation or breach by the Participant of any agreement entered into by and between the Participant and the Company (or a Related Entity) (including, without limitation, an employment agreement, nondisclosure and confidentiality agreement, non-competition agreement and/or non-solicitation agreement), and such violation or breach is not cured to the reasonable satisfaction of the Company within the time period, if any, set forth in such agreement for the cure thereof, provided that such time period shall in no case be less than fifteen (15) days, (iv) any act of the Participant which could be expected to materially injure the business, business relationships or reputation of the Company (or a Related Entity), (v) any material violation by the Participant of any legal duty owed to the Company (or a Related Entity) and such violation is not cured to the reasonable satisfaction of the Company within fifteen (15) days after written notice thereof is delivered to the Participant by the Company (or a Related Entity), (vi) any act by the Participant of dishonesty or bad faith with respect to the Company or (or a Related Entity, (v) use of Entity), (vii) chronic addiction to alcohol, drugs or other similar substances in a manner that adversely affects the Participant's work performance, substances, or (vi) (viii) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. felony. The good faith determination by the Committee of whether the Participant's Continuous Service was services were terminated by the Company (or a Related Entity) for "Cause" (whether under this Plan or any other applicable agreement to which the Participant is a party) shall be final and binding for all purposes hereunder View More

Cause. With Shall, with respect to any Participant Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Cause" Cause shall have the equivalent meaning or the same meaning as "cause" cause or "for cause" for cause set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such... agreement, such term shall mean (i) an act or acts of personal dishonesty, fraud, or embezzlement by the failure Participant, (ii) violation by the Participant to perform, in a reasonable manner, his or her duties as assigned by of the Participant's obligations under the Award Agreement, any proprietary rights and restrictive covenant agreement with the Company or a Related Entity, (ii) or any violation or breach by the Participant of his or her employment, consulting consulting, or other similar agreement with the Company or a Related Entity, if any, which are demonstrably willful and deliberate on the Participant's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (iii) any violation willful or breach by deliberate refusal to follow the requests or instructions of the Company's Chief Executive Officer or of the Board, or (iv) the conviction of the Participant of for any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company criminal act which is a felony or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect crime involving moral turpitude causing material harm to the Company or a Related Entity, (v) use standing and reputation of alcohol, drugs or other similar substances in a manner that adversely affects the Participant's work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. Company. The good faith determination by the Committee of whether the Participant's Continuous Service was terminated by the Company for "Cause" Cause shall be final and binding for all purposes hereunder View More

Cause. With respect to any Participant have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, "Cause" shall Participant, have the equivalent meaning or (or the same meaning as "cause" or "for cause" cause") set forth in any employment, consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such... agreement, such term shall mean (i) the failure by the Participant to perform, in a reasonable manner, perform his or her duties as assigned by the Company or (or a Related Entity, Entity) in a reasonable manner, (ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or (or a Related Entity, Entity), if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, his or her non-competition and/or non-disclosure and/or other similar agreement with the Company or (or a Related Entity, Entity), if any, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or (or a Related Entity, Entity), (v) use of chronic addiction to alcohol, drugs or other similar substances in a manner that adversely affects affecting the Participant's work performance, or (vi) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. The good faith determination by the Committee of whether the Participant's Continuous Service was terminated by the Company for "Cause" shall be final and binding for all purposes hereunder View More

Cause. For termination of a Participant's Continuous Service Status will exist (unless another definition is provided in an applicable Option Agreement, Restricted Stock Purchase Agreement, employment agreement or other applicable written agreement) if the Participant Participant's Continuous Service Status is terminated for any of the following reasons: (i) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate Participant's... violation of a any written Company policy; (ii) Participant'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; (iii) Participant's unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant's willful material breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being Participant's Continuous Service Status has been terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section 5(d) below, time, and the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate Affiliate, or any successor thereto, if appropriate View More

Cause. For termination Shall mean, with respect to a Participant, the occurrence of a Participant's Continuous Service Status will exist if the Participant is terminated for any of the following reasons: events: (i) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) such Participant's commission of any crime involving fraud, dishonesty or moral turpitude; (ii) such Participant's attempted... commission of or participation in a fraud or act of fraud, embezzlement, dishonesty or any other willful misconduct against the Company that has caused or is results in (or might have reasonably expected resulted in) material harm to result in material injury to the business of the Company; (iii) unauthorized use or disclosure by Participant such Participant's intentional, material violation of any proprietary information contract or trade secrets of agreement between Participant and the Company or any other party to whom the statutory duty Participant owes an obligation of nondisclosure as a result of his or her relationship with to the Company; or (iv) such Participant's willful breach conduct that constitutes gross insubordination, incompetence or habitual neglect of any duties and that results in (or might have reasonably resulted in) material harm to the business of his the Company; provided, however, that the action or her obligations under any written agreement conduct described in clauses (iii) and (iv) above will constitute "Cause" only if such action or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by conduct continues after the Company has provided such Participant with written notice thereof and shall be final and binding on not less than five business days to cure the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section 5(d) below, and the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate or successor thereto, if appropriate same. View More

Cause. For termination Means with respect to a Participant, the occurrence of a Participant's Continuous Service Status will exist if the Participant is terminated for any of the following reasons: events: (i) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United... States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a fraud or act of fraud, embezzlement, dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any other willful misconduct that has caused or is reasonably expected to result in material injury statutory duty owed to the Company; (iii) (iv) such Participant's unauthorized use or disclosure by Participant of any proprietary the Company's confidential information or trade secrets secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause shall be made by the Company in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant shall have no effect upon any determination of the rights or obligations of the Company or such Participant for any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section 5(d) below, and the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate or successor thereto, if appropriate purpose. View More

Cause. With respect to the termination by the Company or a Related Entity of the a Grantee's Continuous Service, Service: (i) that such termination is for 'Cause' "Cause" as such term (or word of like import) is expressly defined in a then-effective written employment agreement, consulting agreement, service agreement or other similar agreement between the Grantee and the Company or such Related Entity, provided, however, that with regard to any agreement that defines "Cause" on the occurrence of or in connection with a Corporate Transaction, such definition of "Cause" shall not apply until a Corporate Transaction actually occurs; or (ii) in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, Administrator: (A) the Grantee's: (i) Grantee's performance of any act act, or failure to perform any act act, in bad faith and to the detriment of the Company or a Related Entity; (ii) (B) the Grantee's dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; (C) the Grantee's material breach of any noncompetition, confidentiality or (iii) similar agreement with the Company or a Related Entity, as determined under such agreement; (D) the Grantee's commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person person; (E) if the Grantee is an Employee or Consultant, the Grantee's engaging in acts or omissions constituting gross negligence, misconduct or a willful violation of a Company or a Related Entity policy which is or is reasonably expected to be materially injurious to the Company and/or a Related Entity; or (F) if the Grantee is an Employee, the grantee's failure to follow the reasonable instructions of the Board or such grantee's direct supervisor, which failure, if curable, is not cured within ten (10) days after notice to such grantee or, if cured, recurs within one hundred eighty (180) days View More

Cause. With Means, with respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service, that such termination is for 'Cause' "Cause" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee's: (i) performance of any act or... failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person person; provided, however, that with regard to any agreement that defines "Cause" on the occurrence of or in connection with a Corporate Transaction or a Change in Control, such definition of "Cause" shall not apply until a Corporate Transaction or a Change in Control actually occurs. View More

Cause. With Means, with respect to the termination by the Company or a Related Entity of the Grantee's Continuous Service, that such termination is for 'Cause' "Cause" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee's: (i) performance of any act or... failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person person; provided, however, that with regard to any agreement that defines "Cause" on the occurrence of or in connection with a Corporate Transaction, such definition of "Cause" shall not apply until a Corporate Transaction actually occurs. View More

Cause. Termination of the Executive's employment for "Cause" shall mean termination because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement. order. For purposes of this paragraph, no act or failure to act on the... Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest interests of the Employers. Executive's employment shall not be terminated for "Cause" in accordance with this paragraph for any act or action or failure to act which is undertaken or omitted in accordance with a resolution of the Company's board of directors ("Board of Directors") or upon advice of the Company's counsel. View More

Cause. Termination of the Executive's employment for "Cause" shall mean termination because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final consent or cease-and-desist order or material breach of any provision of this Agreement. For purposes of this paragraph, no act or failure to act on... the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Employers. View More

Cause. Termination of the Executive's employment for "Cause" shall mean termination because of personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement. For purposes of this paragraph, no act or failure to act on the... Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Employers. View More

Cause. (i) any an act of personal dishonesty taken by the Executive in connection with his responsibilities as an Executive employee and intended to result in substantial personal enrichment of the Executive; Executive, (ii) the conviction Executive being convicted of a felony; felony, (iii) a willful act by the Executive that which constitutes gross misconduct and that which is injurious to the Company; or Company, (iv) following delivery to the Executive of a written demand for performance from the... Company that which describes the basis for the Company's reasonable belief that the Executive has not substantially performed his duties, continued violations by the Executive of the Executive's obligations to the Company that which are demonstrably willful and deliberate on the Executive's part. View More

Cause. Shall mean (i) any an act of personal dishonesty taken by the Executive in connection with his responsibilities as an Executive employee and intended to result in substantial personal enrichment of the Executive; Executive or another person, (ii) the conviction Executive being convicted of, or a plea of nolo contendere to, a felony; felony, (iii) a willful act by the Executive that which constitutes gross misconduct and that which is injurious to the Company; Company, or (iv) following delivery... to the Executive of a written demand for performance from the Company that which describes the basis for the Company's reasonable belief that the Executive has not substantially performed his duties, continued violations by the Executive of the Executive's obligations to the Company that which are demonstrably willful and deliberate on the Executive's part. View More

Cause. (a) Cause. For purposes of this Agreement, "Cause" will mean: (i) any act of personal dishonesty taken by the Executive in connection with his responsibilities as an Executive hereunder and intended to result in substantial personal enrichment of the Executive; Executive, (ii) the Executive's conviction of, or plea of nolo contendere to, a felony; felony, (iii) a willful act by the Executive that which constitutes gross misconduct and that which is injurious to the Company; Company or its... affiliates, and (iv) following delivery to the Executive of a written demand for performance from the Company that which describes the basis for the Company's belief that the Executive has not substantially performed his duties, continued violations by the Executive of the Executive's obligations to the Company that which are demonstrably willful and deliberate on the Executive's part. View More

Cause. Termination by the Manpower Group Consolidated ManpowerGroup of your employment with the Manpower Group Consolidated ManpowerGroup for 'Cause' will mean termination upon (i) your repeated failure to perform your duties with the Manpower Group Consolidated ManpowerGroup in a competent, diligent and satisfactory manner as determined by the Corporation's Chief Executive Officer in his reasonable judgment, (ii) failure or refusal to follow the reasonable instructions or direction of the... Corporation's Chief Executive Officer, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Corporation's Chief Executive Officer for five (5) business days after receiving notice thereof from the Corporation's Chief Executive Officer, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation's Chief Executive Officer, (iii) any act by you of fraud, material dishonesty or material disloyalty involving the Manpower Group, Consolidated ManpowerGroup, (iv) any violation by you of a Manpower Group Consolidated ManpowerGroup policy of material import, import (including, but not limited to, the Code of Business Conduct and Ethics, the Policy on Insider Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook), (v) any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Manpower Group, Consolidated ManpowerGroup, (vi) your chronic absence from work other than by reason of a serious health condition, (vii) your commission of a crime the circumstances of which substantially relate to your employment duties with the Manpower Group, Consolidated ManpowerGroup, or (viii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Manpower Group. Consolidated ManpowerGroup. For purposes of this Subsection 1(b), no act, or failure to act, on your part will be deemed 'willful' unless done, or omitted to be done, by you not in good faith. View More

Cause. Termination by the Manpower Group Consolidated ManpowerGroup of your employment with the Manpower Group Consolidated ManpowerGroup for 'Cause' will mean termination upon (i) your repeated failure to perform your duties with the Manpower Group Consolidated ManpowerGroup in a competent, diligent and satisfactory manner as determined by the Corporation's Chief Executive Officer in his reasonable judgment, (ii) failure or refusal to follow the reasonable instructions or direction of the... Corporation's Chief Executive Officer, which failure or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Corporation's Chief Executive Officer for five (5) business days after receiving notice thereof from the Corporation's Chief Executive Officer, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation's Chief Executive Officer, (iii) any act by you of fraud, material dishonesty or material disloyalty involving the Manpower Group, Consolidated ManpowerGroup, (iv) any violation by you of a Manpower Group Consolidated ManpowerGroup policy of material import, import (including, but not limited to, the Code of Business Conduct and Ethics, the Policy on Insider Trading, the Foreign Corrupt Practices Act Compliance Policy and policies included in the Employee Handbook), (v) any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Manpower Group, Consolidated ManpowerGroup, (vi) your chronic absence from work other than by reason of a serious health condition, (vii) your commission of a crime the circumstances of which substantially relate to your employment duties with the Manpower Group, Consolidated ManpowerGroup, or (viii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Manpower Group. Consolidated ManpowerGroup. For purposes of this Subsection 1(b), no act, or failure to act, on your part will be deemed 'willful' unless done, or omitted to be done, by you not in good faith. View More

Cause. Termination by the Consolidated Manpower Group of your employment with the Consolidated Manpower Group for 'Cause' will mean termination upon (i) your repeated failure to perform your duties with the Consolidated Manpower Group in a competent, diligent and satisfactory manner as determined by the Corporation's Chief Executive Officer in his reasonable judgment, (ii) failure or refusal to follow the reasonable instructions or direction of the Corporation's Chief Executive Officer, which failure... or refusal remains uncured, if subject to cure, to the reasonable satisfaction of the Corporation's Chief Executive Officer for five (5) business days after receiving notice thereof from the Corporation's Chief Executive Officer, or repeated failure or refusal to follow the reasonable instructions or directions of the Corporation's Chief Executive Officer, (iii) any act by you of fraud, material dishonesty or material disloyalty involving the Consolidated Manpower Group, (iv) any violation by you of a Consolidated Manpower Group policy of material import, (v) any act by you of moral turpitude which is likely to result in discredit to or loss of business, reputation or goodwill of the Consolidated Manpower Group, (vi) your chronic absence from work other than by reason of a serious health condition, (vii) your commission of a crime the circumstances of which substantially relate to your employment duties with the Consolidated Manpower Group, or (viii) the willful engaging by you in conduct which is demonstrably and materially injurious to the Consolidated Manpower Group. For purposes of this Subsection 1(b), no act, or failure to act, on your part will be deemed 'willful' unless done, or omitted to be done, by you not in good faith. View More

Cause. Shall mean: (i) conviction of a felony or a crime involving fraud or moral turpitude; or (ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs Employee's Executive's ability to perform appropriate employment duties for the Company; or (iii) intentional or reckless conduct or gross negligence materially hannful harmful to the Company or the successor to the Company after a Corporation... Transaction, Change in Control, including violation of a non-competition or confidentiality agreement; or (iv) willful failure to follow lawful instructions of the person or body to which Employee Executive reports; or (v) gross negligence or willful misconduct in the performance of Employee's Executive's assigned duties. Cause shall not include mere unsatisfactory performance in the achievement of Employee's Executive's job objectives. View More

Cause. Shall mean: (i) conviction of a felony or a crime involving fraud or moral turpitude; or (ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs Employee's Executive's ability to perform appropriate employment duties for the Company; or (iii) intentional or reckless conduct or gross negligence materially hannful harmful to the Company or the successor to the Company after a Corporation... Transaction, Change in Control , including violation of a non-competition or confidentiality agreement; or (iv) willful failure to follow lawful instructions of the person or body to which Employee Executive reports; or (v) gross negligence or willful misconduct in the performance of Employee's Executive's assigned duties. Cause shall not include mere unsatisfactory performance in the achievement of Employee's Executive's job objectives. View More

Cause. Shall mean: (i) i) conviction of a felony or a crime involving fraud or moral turpitude; or (ii) ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs Employee's ability to perform appropriate employment duties for the Company; or (iii) iii) intentional or reckless conduct or gross negligence materially hannful harmful to the Company or the successor to the Company after a Corporation... Transaction, Change in Control, including violation of a non-competition or confidentiality agreement; or (iv) iv) willful failure to follow lawful instructions of the person or body to which Employee reports; or (v) v) gross negligence or willful misconduct in the performance of Employee's assigned duties. Cause shall not include mere unsatisfactory performance in the achievement of Employee's job objectives. objectives; or vi) Employee's failure to relocate to the Company's headquarters office in Longmont, Colorado within 120 days, or such other time as may be agreed by the Company and Employee, following the Company's request. View More

Cause. As Means, with respect to any Participant, unless the applicable Award agreement states otherwise, (i) "Cause", as defined in any employment or consulting agreement between the a Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment an Award Agreement or consulting agreement (or the absence of any definition of "Cause" contained therein), Participant Agreement otherwise defining Cause, (1) the Participant's (A) willful... neglect in plea of nolo contendere to, conviction of or indictment for, any crime (whether or not involving the performance of the Participant's duties for the Service Recipient Company or willful its Affiliates) (i) constituting a felony or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant's employment or service with the Service Recipient, which results, (ii) that has, or could reasonably be expected to result in, material harm an adverse impact on the performance of the Participant's duties to the Service Recipient, or otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or its Affiliates, (2) conduct of the Participant, in connection with his or her employment or service, that has resulted, or could reasonably be expected to result, in injury to the business or reputation of the Company or its Affiliates, (3) any Affiliate; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; (D) material violation of the written policies of the Service Recipient, including including, but not limited to to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud (4) the Participant's act(s) of negligence or misappropriation, embezzlement willful misconduct in the course of his or misuse her employment or service with the Service Recipient; (5) misappropriation by the Participant of funds any assets or property belonging to business opportunities of the Company or its Affiliates; (6) embezzlement or fraud committed by the Participant, at the Participant's direction, or with the Participant's prior actual knowledge; or (7) willful neglect in the performance of the Participant's duties for the Service Recipient or willful or repeated failure or refusal to perform such duties. If, subsequent to the Termination of a Participant for any Affiliate; or (F) act of personal dishonesty reason other than by the Service Recipient for Cause, it is discovered that involves personal profit in connection with the Participant's employment or service could have been terminated for Cause, such Participant's employment or service shall, at the discretion of the Committee, be deemed to have been terminated by the Service Recipient for Cause for all purposes under the Plan, and the Participant shall be required to repay to the Company all amounts received by him or her in respect of any Award following such Termination that would have been forfeited under the Plan had such Termination been by the Service Recipient for Cause. In the event that there is an Award Agreement or Participant Agreement defining Cause, "Cause" shall have the meaning provided in such agreement, and a Termination by the Service Recipient for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied with. View More

Cause. As to any Participant, unless the applicable Award agreement Agreement states otherwise, (i) "Cause", Cause, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of "Cause" Cause contained therein), the Participant's (A) willful neglect in the performance of the Participant's duties for the Service... Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant's employment or service with the Service Recipient, which results, results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results, results in, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; other member of the Company Group; (D) material violation of the written policies of the Service Recipient, including including, but not limited to to, those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any Affiliate; other member of the Company Group; or (F) act of personal dishonesty that involves personal profit in connection with the Participant's employment or service to the Service Recipient View More

Cause. As to any Participant, unless the applicable Award agreement Agreement states otherwise, (i) "Cause", as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; Termination, or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of "Cause" contained therein), the Participant's (A) willful neglect in the performance of the Participant's duties for the Service... Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant's employment or service with the Service Recipient, which results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; other member of the Company Group; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; other member of the Company Group; (D) material violation of the written policies of the Service Recipient, including but not limited to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the Company or any Affiliate; other member of the Company Group; or (F) act of personal dishonesty that involves personal profit in connection with the Participant's employment or service to the Service Recipient View More

Cause. Any Shall mean any of the following: (i) The engaging by the Executive in illegal or fraudulent conduct, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines determines, in its sole discretion, has a significant adverse... impact on the Company in the conduct of the Company's business; (ii) A conviction Conviction of a felony, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines determines, in its sole discretion, has a significant adverse impact on the Company in the conduct of the Company's business; (iii) Willful Neglect or grossly negligent failure refusal by the Executive to perform his the Executive's duties in a manner consistent with the Company's best interests; or responsibilities; or (iv) Willful A violation by the Executive of any Company Policies. Notwithstanding the Company's policies foregoing, Cause shall not exist under Sections 1(f) (iii) and procedures (iv) herein unless the Company furnishes written notice to the Executive of the specific offending conduct and the Executive fails to correct such offending conduct within the fifteen (15) day period commencing on the receipt of such notice. View More

Cause. Any For termination by the Company of the following: Executive's employment for purposes of this Agreement shall be limited to (i) The the engaging by the Executive in illegal or fraudulent conduct, intentional conduct that the Company establishes, by clear and convincing evidence, has caused demonstrable and serious financial injury to the Company, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in... effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board determines has a significant adverse impact on the Company in the conduct of the Company's business; investigative; (ii) A conviction of a felony, as felony (as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit appeal); or proceeding, whether civil, criminal, administrative or investigative, which (iii) continuing willful and unreasonable refusal by the Board determines has a significant adverse impact on the Company in the conduct of the Company's business; (iii) Willful or grossly negligent failure by Executive to perform his the Executive's duties in a manner consistent with or responsibilities (unless significantly changed without the Company's best interests; or (iv) Willful violation by the Executive of the Company's policies and procedures Executive's consent). View More

Cause. Any of Limited to (i) the following: (i) The engaging by the Executive in illegal conduct which has caused demonstrable and serious injury to the Employer, monetary or fraudulent conduct, otherwise, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative,... which the Board determines has a significant adverse impact on other than an action, suit or proceeding, brought by the Company in or an Affiliate, the conduct purpose of the Company's business; which is to establish 'Cause' under this Agreement; (ii) A conviction of a felony, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after the exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative, which the Board Employer determines has a significant adverse impact on the Company it in the conduct of its business; or (iii) unreasonable neglect or refusal by the Company's business; (iii) Willful or grossly negligent failure by Executive to perform his the Executive's duties in a manner consistent with or responsibilities (unless significantly changed without the Company's best interests; or (iv) Willful violation by the Executive of the Company's policies and procedures Executive's consent). View More