Cause Definition Example with 47 Variations

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. Shall mean: (i) (A) the willful and continued failure of the by Executive substantially to substantially perform the Executive's reasonably assigned duties with the Company (other consistent with those duties assigned to Executive prior to the Change in Control, other than any such a failure resulting from Executive's incapacity due to physical or mental illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness, after a written demand for substantial performance is has been delivered to the Executive by the Chief Executive Officer or the Chairman of the Board which specifically identifies the manner in which the Chairman or the CEO believes that Executive has not substantially performed the Executive's duties, (B) the conviction of guilty or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct entering of a nolo contendere plea to a felony, which is materially and demonstrably injurious to the Company. No Company, or (C) the commission of an act by Executive, or the failure by Executive to act, which constitutes gross negligence or gross misconduct. For purposes of this Section 4(i), no act, or failure to act, on the Executive's part of the Executive shall be considered willful "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 of the Company. faith. Any act, or failure to act, based upon authority given pursuant to expressly authorized by 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 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 faith. Notwithstanding the best interests of the Company. The cessation of employment of the foregoing, Executive shall not be deemed to be have been terminated for Cause unless and until there the Company 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 finding, after reasonable notice is provided to the Executive, Executive and the an opportunity for Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, with respect to such matter, that in the good faith opinion of the Board, the Executive is guilty of has engaged in the conduct described set forth above in subparagraph (i) (A), (B), or (ii) above, and specifying (C) of this Section 4(i). Any such determination by the particulars thereof Board shall be subject to de novo review in detail. mediation or in arbitration conducted pursuant to Section 15. View More

Cause. Shall mean: for termination by the Company of the Executive's employment shall mean (i) the willful and continued failure of by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), 7.1 hereof) after a written demand for... substantial performance is delivered to the Executive by the Board Board, which demand specifically identifies the manner in which the Board believes that the 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 Company or its subsidiaries, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive's part of the Executive shall be considered willful deemed "willful" unless it is done, or omitted to be done, by the Executive not in bad good faith or and 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 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 was in the best interests interest 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: means: (i) the Executive's willful and continued failure of the Executive to substantially perform the Executive's duties with the Company or its Affiliates (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)), illness), after a written demand for substantial performance is delivered to the Executive by... the Board Company which specifically identifies the manner in which the Company believes that the Executive has not substantially performed his or her duties; (ii) the Executive's duties, final conviction of the Executive of, or (ii) an entering of a guilty plea or a plea of no contest by the Executive to, a felony; or (iii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, For purposes of this definition, no act or failure to act, act on the part of the Executive shall be considered willful "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without a 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 on authority given pursuant to a resolution duly adopted by the Board or upon Board, 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 be the General Counsel or other counsel employed by to the Company or its subsidiaries) shall Affiliates will 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 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 by the Executive to substantially perform the Executive's duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice notice of Termination termination for Good Reason by the Executive pursuant to Section 4(c)), 5 hereof) after a written demand for substantial performance is delivered to the Executive... by the Board Company, which demand specifically identifies the manner in which the Board of Directors of the Company believes that the 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, monetarily or failure to act, 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 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 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. otherwise. View More

Cause. Shall mean: means (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 Chairman of the Board which specifically identifies the manner in which the 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, For purposes of this paragraph (e), 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 in, or not opposed to, 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 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 Executive's attention to matters not directly related to the business of the Executive Company shall not be deemed to be provide a basis for termination for Cause if the Company has not objected to such activity in writing. Cause shall not 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 Board (excluding any Board member who is an employee of the Board Company) 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. Shall mean: for termination by the Company of the Executive's employment shall mean (i) the willful deliberate and continued failure of by the Executive to devote substantially perform all the Executive's business time and best efforts to the performance of the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant... 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 such duties; (ii) the willful deliberate engaging by the Executive in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to the Company. No Company, monetarily or otherwise; or (iii) the Executive's conviction of, or plea of guilty or nolo contendere to, a felony or any criminal charge involving moral turpitude. For the purposes of this Agreement, no act, or failure to act, on the part of the Executive shall be considered willful "deliberate" unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive's such 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 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: for termination by the Company of the Executive's employment, for purposes of this Agreement, shall mean (i) the willful and continued failure of by the Executive to substantially perform the Executive's duties with the Company hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section ... class="diff-color-red">4(c)), 8.1) after a written demand for substantial performance is delivered to the Executive by the Board Board, which demand specifically identifies the manner in which the Board believes that the 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 Company, monetarily or otherwise, including but not limited to fraud or embezzlement by the Executive, or (iii) the Executive's conviction (or entering into a plea bargain admitting guilt) of any felony, or (iv) a material breach by the Executive of this Agreement, including a violation of Section 10. For purposes of clauses (i) and (ii) of this definition, no act, or failure to act, on the Executive's part of the Executive shall be considered willful deemed "willful" unless it is done, or omitted to be done, by the Executive not in bad good faith or and 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 was in the Board or upon the instructions best interest of the Chief Executive Officer or Company. In the event of a more senior officer dispute concerning the application of the Company or based upon the advice of counsel for the Company (which may be the General Counsel or other counsel employed this provision, no claim by the Company or its subsidiaries) that Cause exists shall be conclusively presumed to be done, or omitted to be done, by given effect unless 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 Company establishes to the Executive a copy of a resolution duly adopted Board by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called clear 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. convincing evidence that Cause exists. View More

Found in ARMSTRONG WORLD INDUSTRIES INC contract