This page contains an example definition of Cause, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
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 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... by the Participant to perform, in a reasonable manner, his or her duties as assigned 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 violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) use 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. 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 hereunderView More
Cause. With 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 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. With with respect to any Participant have Participant, has the meaning specified in an employment or other agreement with, for the Award Agreement. performance of services to, the Company or a Related Entity. 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 Cause means (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned 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 violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) use 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. 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 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, or other employment 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 employment 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, non-disclosure and/or other similar his or her confidential information and invention assignment 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 a Related Entity), (v) any material violation or breach by the Participant of the Company's or a Related Entity, (v) Entity's policy for employee conduct, if any, (vi) any act by the Participant of dishonesty or bad faith with respect to the Company (or a Related Entity), (vii) use of alcohol, drugs drugs, or other similar substances in a manner that adversely affects affecting the Participant's work performance, 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. Company. 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. With 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" 'cause' or "for cause" 'for 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" '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 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... by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Entity, (ii) any Subsidiary;(ii) any violation or breach by the Participant of his or her employment, employment agreement, consulting or other similar agreement with the Company or a Related Entity, any Subsidiary, if any, (iii) any;(iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any Subsidiary;(iv) any violation or breach by the Participant of the Company's Code of Corporate Conduct and Ethics or any other Company policy;(v) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) any Subsidiary;(vi) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant's work performance, performance; or (vi) (vii) the commission by the Participant of any act, misdemeanor, or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. Subsidiary. The good faith determination by the Committee Company of whether the Participant's Continuous Service employment or service was terminated by the Company for "Cause" shall be final and binding for all purposes hereunder hereunder. Notwithstanding the foregoing, the definition of "Cause" shall, following a Change of Control, be modified so that the Participant shall not be terminated for Cause pursuant to (x) clause (i), (ii), (iii) or (iv) unless the applicable failure, violation or breach is material and (y) clause (vii) for applicable acts that do not constitute misdemeanors or crimes and any references to the Company shall be deemed to be to the successor company. View More
Cause. With shall, 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 hereunder. View More
Cause. With 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" 'cause' or "for cause" 'for cause') set forth in any employment, consulting, or other employment 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 employment 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. 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 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" 'cause' or "for cause" 'for cause') set forth in any employment, consulting, or other employment 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 employment 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. 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 hereunder. View More
