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 Parent, 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 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 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) any material breach by Participant of any material written agreement between Participant and the Company and Participant's willful failure ... class="diff-color-red">substantially to perform his cure such breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company's material written policies or her rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant's duties and responsibilities Participant's failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant's repeated failure to follow reasonable and lawful instructions from the Company Board or deliberate violation Chief Executive Officer and Participant's failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant's conviction of, or plea of a Company policy; (ii) Participant's commission of guilty or nolo contendere to, any act of fraud, embezzlement, dishonesty or any other willful misconduct crime that has caused results in, or is reasonably expected to result in in, material injury harm to the business or reputation of the Company; (iii) (vi) Participant's commission of or participation in an act of fraud against the Company; (vii) Participant's intentional material damage to the Company's business, property or reputation; or (viii) 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; Company. For purposes of clarity, a termination without "Cause" does not include any termination that occurs as a result of Participant's death or (iv) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company. disability. 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 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, any state thereof, or any applicable foreign jurisdiction; (ii) such Participant's attempted commission of, or participation in, a fraud or act of fraud, embezzlement, dishonesty against the Company or any other willful misconduct that has caused or is reasonably expected to result in Affiliate; (iii) such Participant's intentional, material injury to the Company; (iii) unauthorized use or disclosure by Participant violation of any proprietary information contract or trade secrets agreement between the Participant and the Company or any Affiliate, of any policy of the Company or any other party Affiliate applicable 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 statutory or fiduciary duty owed to the Company or any Affiliate; (iv) such Participant's unauthorized use or disclosure of his the Company's or her obligations under any written agreement Affiliate's confidential information or covenant with the Company. trade secrets; or (v) such Participant's gross misconduct. The determination as to whether that a Participant termination of the Participant's Continuous Service is being terminated either for Cause or without Cause shall be made in good faith by the Company and in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall be final and binding on have no effect upon any determination of the Participant. The foregoing definition does not in rights or obligations of the Company or such Participant for 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 other 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) such Participant's willful failure substantially to perform his commission of any felony or her duties 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 dishonesty; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and responsibilities the Company or an Affiliate or of any statutory duty owed to the Company or deliberate violation of a Company policy; (ii) an Affiliate; (iv) such 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 the Company's or an Affiliate's confidential information or trade secrets secrets; or (v) such Participant's gross misconduct or gross negligence. 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 for termination of a Participant's Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) (1) Participant's willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) (2) 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) (3) 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) (4) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company. The preceding notwithstanding, if the Participant has a written employment agreement with the Company that defines the term Cause, then the definition(s) of such term in such agreement shall control for purposes of this Plan. 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, time, and for purposes of this definition the term "Company" will be interpreted to include any Subsidiary, Parent, Affiliate Parent or successor thereto, if Affiliate, as appropriate 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) any material breach by Participant of any material written agreement between Participant and the Company and Participant's willful failure substantially to perform his cure such... breach within 30 days after receiving written notice thereof; (ii) any failure by Participant to comply with the Company's material written policies or her rules as they may be in effect from time to time; (iii) neglect or persistent unsatisfactory performance of Participant's duties and responsibilities Participant's failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant's repeated failure to follow reasonable and lawful instructions from the Company Board, Chief Executive Officer or deliberate violation President and Participant's failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant's conviction of, or plea of a Company policy; (ii) Participant's commission of guilty or nolo contendere to, any act of fraud, embezzlement, dishonesty or any other willful misconduct crime that has caused results in, or is reasonably expected to result in in, material injury harm to the business or reputation of the Company; (iii) (vi) Participant's commission of or participation in an act of fraud against the Company; (vii) Participant's intentional material damage to the Company's business, property or reputation; or (viii) 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; Company. For purposes of clarity, a termination without "Cause" does not include any termination that occurs as a result of Participant's death or (iv) Participant's willful breach of any of his or her obligations under any written agreement or covenant with the Company. Disability. 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 or any successor thereto, if appropriate appropriate. View More
Cause. For termination 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: following: (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 and material violation of any contract or agreement between the Participant and the Company or 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 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. gross misconduct. The determination as to whether that a Participant termination is being terminated for Cause shall be made in good faith by the Company and in its discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall be final and binding on have no impact upon any determination of the Participant. The foregoing definition does not in rights or obligations of the Company or such Participant for 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 other purpose. View More
Cause. For termination 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: following: (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 therof; (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 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; (v) such Participant's gross misconduct; or (vi) such Participant's conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or might reasonably result in) material harm to the Company or any other party to whom the Participant owes an obligation business 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 that a Participant termination is being terminated for Cause shall be made in good faith by the Company in its sole and exclusive judgment and discretion. Any determination by the Company that the Continuous Service of a Participant was terminated by reason of dismissal without Cause for the purposes of outstanding Stock Awards held by such Participant shall be final and binding on have no effect upon any determination of the Participant. The foregoing definition does not in rights or obligations of the Company or such Participant for 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 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) 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 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
