Cause Definition Example with 47 Variations

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 (A) the Executive's incapacity due to physical or mental illness illness, (B) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason by or (C) the Executive pursuant Company's active or... passive obstruction of the performance of the Executive's duties and responsibilities) to Section 4(c)), perform substantially the duties and responsibilities of the Executive's position with the Company 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 such duties or responsibilities; (ii) the Executive's duties, conviction of the Executive by a court of competent jurisdiction for felony criminal conduct; or (ii) (iii) the willful engaging by the Executive in illegal conduct fraud 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. dishonesty. 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 that 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 that is demonstrably and materially and demonstrably injurious to the Company. No act, Company, or (iii) the conviction of Executive of, or a plea by Executive of nolo contendre to, a felony. 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 legal, regulatory compliant, and 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 three-fourths (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. The Company must notify Executive of any event constituting Cause within 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: (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 that 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 that is demonstrably and materially and demonstrably injurious to the Company. No act, Company, or (iii) the conviction of Executive of, or a plea by Executive of nolo contendre to, a felony. 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 legal, regulatory compliant, and 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 three-fourths (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. 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 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. Company, or (iii) the Executive's refusal to resign from the Company on the first anniversary of the Effective Date following the Board's good faith written determination (provided to the Executive no later than thirty (30) days before such anniversary) that Executive is unable to devote sufficient time to the Company due to his remaining a partner of Fulbright & Jaworski L.L.P. (Fulbright). 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, or that subparagraph (iii) applies, and specifying the particulars thereof in detail. View More

Cause. Shall shall mean: (i) the willful and continued failure of the Executive to substantially perform the Executive's duties with the Parent or 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)), 4(d) of the Employment Agreement), 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. Parent or the Company, or (iii) the Executive's refusal to resign from the Company on the first anniversary of the Effective Date following the Board's good faith written determination (provided to the Executive no later than thirty (30) days before such anniversary) that Executive is unable to devote sufficient time to the Company due to his remaining a partner of Fulbright & Jaworski L.L.P. ("Fulbright"). No act, or failure to 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 reasonable belief that the Executive's action or omission was in the best interests of the Parent or 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 Parent (which may be the General Counsel or other counsel employed by the Company Parent 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 Parent or 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, or, that subparagraph (iii) applies, and specifying the particulars thereof in detail. View More

Cause. Shall mean: (i) Termination of Executive's Employment for "Cause" shall mean termination upon (a) the willful and continued failure of the by Executive to perform substantially perform the Executive's reasonably 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 of Directors, the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board of Directors believes that Executive has not substantially performed the Executive's duties, duties or (ii) (b) 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 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 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) Directors 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) Termination of Executive's Employment for "Cause" shall mean termination upon (a) the willful and continued failure of the by Executive to perform substantially perform the Executive's reasonably 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 of Directors, the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board of Directors or the Company believes that Executive has not substantially performed the Executive's duties, duties or (ii) (b) 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 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 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) Directors 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) Termination of Executive's Employment for "Cause" shall mean termination upon (a) the willful and continued failure of the by Executive to perform substantially perform the Executive's reasonably 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 Company's Board of Directors (the "Board"), the Chief Executive Officer or the President of the Company which specifically identifies the manner in which the Board believes that Executive has not substantially performed the Executive's duties, duties or (ii) (b) 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 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 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 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) Termination of Executive's Employment for "Cause" shall mean Termination upon (a) the willful and continued failure of the by Executive to perform substantially perform the Executive's reasonably assigned duties with RadiSys after written notice outlining 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)), deficiencies and after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board, Chief Executive has not substantially performed the Executive's duties, Officer or (ii) President of RadiSys or (b) the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. RadiSys. No act, or failure to act, on the Executive's part of the Executive shall be considered 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 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) Directors 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) Termination of Executive's Employment for "Cause" shall mean termination upon (a) the willful and continued failure of the by Executive to perform substantially perform the Executive's reasonably 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 Company's Board of Directors (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) (b) 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 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 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 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