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. Shall mean: (i) the willful and continued failure of the Executive to substantially perform 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 (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No act, 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.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, 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. 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 In the Board or upon the instructions of the Chief Executive Officer or 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 Committee 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
Cause. Shall mean: for termination by the Company of the Executive's employment shall mean (i) the willful and continued failure conviction of the Executive to substantially perform 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 for (or a plea of a Notice of Termination for Good Reason nolo contendre by the Executive pursuant to Section 4(c)), after with respect to) 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, felony or of a misdemeanor involving moral turpitude; or (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, including but not limited to fraud or embezzlement by the Executive; or (iii) the deliberate and continued failure to substantially perform the duties and responsibilities of such Executive's office. 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 In the Board or upon the instructions of the Chief Executive Officer or 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 Committee 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
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 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, duties; provided that Executive has not cured such failure or commenced such performance within 30 days after such demand is given to Executive, 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 the preceding sentence, 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. 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) Company) 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 clause (i) or (ii) above, has occurred and specifying the particulars thereof in detail. The Company must notify Executive of any event constituting Cause within ninety (90) days following the Company's knowledge of its existence or such event shall not constitute Cause under this Agreement. 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) which failure shall... continue unabated for thirty (30) days 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, (x) 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 of the Chief Executive Officer or of a more senior officer best interest of the Company or based upon and (y) in the advice event of counsel for a dispute concerning the Company (which may be the General Counsel or other counsel employed application of 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, given effect unless the Company establishes by the Executive in good faith clear and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for convincing evidence that 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. exists. View More
Cause. Shall mean: for termination of the Executive's employment by the Company shall mean and be limited to (i) the Executive's willful and continued failure of the Executive to substantially perform the Executive's his duties with to the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness or anticipated failure after illness), provided that the issuance of a Notice of Termination for Good Reason by the Executive pursuant to Section 4(c)),... after Company has delivered a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies identifying the manner in which the Company believes that the Executive has not substantially performed his duties and that the Executive has not cured such failure within 30 days after such demand; (ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company; (iii) material violation of any Company policy, including any code of conduct or standard of ethics of the Company applicable to the Executive; (iv) the Executive's duties, conviction of, or (ii) pleading of guilty or nolo contendere to, a felony; or (v) the Executive's willful engaging violation of any material provision of any confidentiality, nondisclosure, assignment of invention, noncompetition or similar agreement entered into by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to connection with his employment by the Company. No act, For purposes of this definition, no act or failure to act, act on the Executive's part of the Executive shall be considered willful deemed "willful" unless it is done, done or omitted to be done, done by the Executive not in bad good faith or and without reasonable belief that the Executive's his 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: (a) "Cause" for termination of the Executive's employment by the Company shall mean and be limited to (i) the Executive's willful and continued failure of the Executive to substantially perform the Executive's his duties with to the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness or anticipated failure after illness), provided that the issuance of a Notice of Termination for Good Reason by the Executive pursuant to... Section 4(c)), after Company has delivered a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies identifying the manner in which the Company believes that the Executive has not substantially performed his duties and that the Executive has not cured such failure within 30 days after such demand; (ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company; (iii) material violation of any Company policy, including any code of conduct or standard of ethics of the Company applicable to the Executive; (iv) the Executive's duties, conviction of, or (ii) pleading of guilty or nolo contendere to, a felony; or (v) the Executive's willful engaging violation of any material provision of any confidentiality, nondisclosure, assignment of invention, noncompetition or similar agreement entered into by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to connection with his employment by the Company. No act, For purposes of this definition, no act or failure to act, act on the Executive's part of the Executive shall be considered willful deemed "willful" unless it is done, done or omitted to be done, done by the Executive not in bad good faith or and without reasonable belief that the Executive's his 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: (i) the willful and continued failure of the by Executive to perform substantially perform the Executive's assigned duties with the Company (other than any such 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 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, duties or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No For purposes of Section 6(a)(ii), 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 knowing bad faith or and without reasonable belief that the Executive's his 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 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 Notwithstanding the foregoing, Executive shall not be deemed to be have been terminated 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 (excluding Executive) at a meeting of the Board called and held for such the purpose (after reasonable notice is provided to the Executive and an opportunity for Executive, and the Executive is given an opportunity, together with Executive's counsel, to be heard before the Board), finding that, that in the its good faith opinion of the Board, the Executive is was guilty of the conduct described set forth above in subparagraph (i) or (ii) above, of this Section 6(a)) and specifying the particulars thereof in detail. View More
Cause. Shall mean: (i) the willful and continued failure of the by Executive to perform substantially perform the Executive's her assigned duties with the Company (other than any such failure resulting from her 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 President & Chief... Executive Officer of the Company which specifically identifies the manner in which the President & Chief Executive Officer believes that Executive has not substantially performed the Executive's duties, her duties or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No For purposes of this Section 6(a) (ii), 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 knowing bad faith or and without reasonable belief that the Executive's her 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 direction from the Board or upon the instructions of the President & 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 Notwithstanding the foregoing, Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by letter from the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called President and held for such purpose Chief Executive Officer, finding (after reasonable notice is provided to the Executive, her and the Executive is given an opportunity, opportunity for her, together with her counsel, to be heard before the Board), finding that, heard) that in the his good faith opinion of the Board, the Executive is she was guilty of the conduct described set forth above in subparagraph (i) or (ii) above, of this paragraph (a) and specifying the particulars thereof in detail. View More
Cause. Shall mean: (i) the willful and continued failure of the by Executive to perform substantially perform the Executive's his assigned duties with the Company (other than any such failure resulting from his 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 Chairman of the Board of... the Company which specifically identifies the manner in which the Chairman of the Board believes that Executive has not substantially performed the Executive's duties, his duties or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. No For purposes of this Section 6(a) (ii), 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 knowing bad faith or and without reasonable belief that the Executive's his 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 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 Notwithstanding the foregoing, Executive shall not be deemed to be have been terminated 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 the purpose (after reasonable notice is provided to the Executive and an opportunity for Executive, and the Executive is given an opportunity, together with his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Board Executive is were guilty of the conduct described set forth above in subparagraph (i) or (ii) above, of this Section 6(a)) and specifying the particulars thereof in detail. View More
Cause. Shall mean: (i) the willful and continued failure of the Executive to substantially perform the Executive's his duties with the Company or one of its affiliates (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)), illness), after a written demand for substantial performance is delivered to the Executive by the Board Board, pursuant... to a vote of a majority of the "Outside Directors" (as defined below), which specifically identifies the manner in which the Outside Directors of the Board believe that the Executive has not substantially performed the Executive's his duties, or (ii) 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 provision, no act or failure to act, on the part of the Executive 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. 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 two-thirds of the entire membership members of the Board who are not and have never been employed by the Company or its subsidiaries (the "Outside Directors") at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive, Executive in accordance with Section 11(c) of this Agreement 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 has engaged in the conduct described in subparagraph paragraph (i) or (ii) above, and specifying the particulars thereof in detail. detail View More
