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. For termination of a Participant's Continuous Service Status will exist if the Participant 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 violation of a 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)... 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 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 appropriateView More
Cause. For 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. For termination of a Participant's Continuous Service Status will exist if have the meaning ascribed to such term in any written agreement between the Participant is terminated for and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of 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 will 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 will 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. 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 of the Company secrets; 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) (v) such 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 gross misconduct. View More
Cause. For termination of a Participant's Continuous Service Status will exist if Will have the meaning ascribed to such term in any written agreement between the Participant is terminated for and the Company or any Affiliate defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following reasons: events: (i) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or ... class="diff-color-red">deliberate any Affiliate or violation of a policy of the Company policy; or any Affiliate; (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; Company or any Affiliate; (iii) 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; Company or any Affiliate; or (iv) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company. Company or any Affiliate. The determination as to whether a Participant is being terminated for Cause shall will be made in good faith by the Company and shall will be final and binding on the Participant. The foregoing definition does not in Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any way limit determination of the Company's ability to terminate a Participant's employment rights or consulting relationship at obligations of the Company, 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 such Participant for any other purpose. View More
Cause. For termination of a Participant's Continuous Service Status will exist if have the meaning ascribed to the term in any written agreement between the Participant is terminated for and the Company or an Affiliate defining the term and, in the absence of such an agreement, the term means, with respect to a Participant, the occurrence of 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) 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 will be made by the Board or Committee, as applicable, in its sole and exclusive judgment and discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will 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. For for termination of a Participant's Continuous Service Status will exist (unless another definition is provided in an applicable Award 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) the Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate the Participant's violation of a any written Company... policy; (ii) the 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) the 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) the 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 shall be interpreted to include any Subsidiary, Parent, Affiliate Affiliate, or any successor thereto, if appropriate View More
Cause. For termination of a Participant's Continuous Service Status will exist if have the meaning ascribed to such term in any written agreement between the Participant is terminated and the Company or an Affiliate defining such term and, in the absence of such agreement, such term will mean, with respect to a Participant and for purposes of the application of this Plan, the occurrence of any of the following reasons: events: (i) such Participant's willful failure substantially conviction of, or plea... of no contest with respect to, any crime involving fraud, dishonesty or moral turpitude; (ii) such Participant's attempted commission of or participation in a fraud or act of dishonesty against the Company or an Affiliate that results in (or might have reasonably resulted in) material harm to perform his the business of the Company or her duties an Affiliate; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and responsibilities the Company or an Affiliate, or any statutory duty the Participant owes to the Company or deliberate violation an Affiliate; or (iv) such Participant's conduct that constitutes gross misconduct, insubordination, incompetence or habitual neglect of a Company policy; (ii) Participant's commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct duties and that has caused or is results in (or might have reasonably expected to result in resulted in) material injury harm to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets business 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 breach of any of his or her obligations under any written agreement or covenant with the Company. Affiliate. The determination as to whether that a Participant termination of the Participant's Continuous Service is being terminated either for Cause shall or without Cause will be made by the Company, in good faith its sole discretion. Any determination by the Company and shall be final and binding on that the Participant. The foregoing definition does not in Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect upon any way limit determination of the Company's ability to terminate a Participant's employment rights or consulting relationship at any time as provided in Section 5(d) below, and obligations of the term "Company" will be interpreted to include any Subsidiary, Parent, Company or an Affiliate or successor thereto, if appropriate such Participant for any other purpose View More
Cause. For termination of a Participant's Continuous Service Status will exist if the meaning ascribed to such term in any written agreement between the Participant is terminated for and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following reasons: events: (i) such Participant's willful failure substantially to perform his attempted commission of, or her duties participation in, a fraud or act of... dishonesty against the Company; (ii) such Participant's intentional, material violation of any contract or agreement between the Participant and responsibilities to the Company or deliberate violation of a 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 statutory duty owed to the Company; (iii) such Participant's unauthorized use or disclosure by Participant of any proprietary the Company's confidential information or trade secrets secrets; or (iv) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause will be made by the Board with respect to Participants who are executive officers of the Company and by the Company's Chief Executive Officer with respect to Participants who are not executive officers of the Company. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will 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
