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 Participant to substantially perform the Participant'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 Participant), after a written demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Participant has... not substantially performed the Participant's duties, or (ii) the willful engaging by the Participant 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 Participant shall be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant'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 CEO 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 Participant in good faith and in the best interests of the Company. The termination of employment of the Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Participant 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 Participant, and the Participant is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail.View More
Cause. Shall mean: shall mean (i) the willful and continued failure of by the Participant to substantially perform the Participant's duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness or anticipated failure after the issuance illness) for a period of a notice of termination for Good Reason by the Participant), at least ten days after a written demand for substantial performance is delivered to the Participant by the Board... which specifically identifies the manner in which the Participant has not substantially performed the Participant's his or her duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to the Company. No act, Company, monetarily or otherwise. For purposes of this Plan, no act or failure to act, act on the Participant's part of the Participant shall be considered "willful" unless it is done, done or omitted to be done, done by the Participant not in bad good faith or and without reasonable belief that the Participant's such action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by Notwithstanding the Board or upon the instructions of the CEO 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 Participant in good faith and in the best interests of the Company. The termination of employment of foregoing, the Participant shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Participant a copy of a resolution resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership a majority of the Board of the Company, excluding the vote of the Participant if the Participant is on the Board, at a meeting of the Board called and held for such purpose purposes (after reasonable notice is provided to the Participant and an opportunity for the Participant, and the Participant is given an opportunity, together with the Participant's counsel, to be heard before the Board), finding that, stating that in the good faith opinion of the Board, Board the Participant is was guilty of the conduct described in subparagraph (i) or (ii) above, constituting Cause as set forth above and specifying the particulars thereof in detail. View More
Cause. Shall mean: means, with respect to any Participant, the occurrence of any one of the following: (i) the willful and continued failure Participant is convicted of, or pleads guilty or nolo contendere to, a felony involving moral turpitude or that involves misappropriation of the Participant to substantially perform the Participant's duties with assets of the Company (other than or a Subsidiary; (ii) the Participant commits one or more acts or omissions constituting negligence, fraud or other... misconduct that have a materially detrimental effect on the Company or a Subsidiary; or (iii) the Participant willfully commits a violation of any such failure resulting of the Company's material policies (including the Company's code of business conduct and ethics, as in effect from incapacity due time to physical or mental illness or anticipated failure after the issuance of a notice of termination for Good Reason by the Participant), after a written demand for substantial performance time) that is delivered materially detrimental to the Participant by the Board which specifically identifies the manner in which the Participant has not substantially performed the Participant's duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to best interests of the Company. No act, For purposes of this Section 2(e), no act or failure to act, act on the part of the Participant shall will be considered "willful" unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant'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 CEO 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 Participant in good faith and in the best interests of the Company. The termination of employment of the Participant shall for Cause will not be deemed to be for Cause effective unless and until there shall have has been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board Compensation Committee at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant, Participant and the Participant is given an opportunity, together with counsel, to be heard before the Board), Compensation Committee), finding that, in the good faith opinion of the Board, Compensation Committee, the Participant is guilty of the conduct described in subparagraph (i) clause (i), (ii) or (ii) above, (iii) above and specifying the particulars thereof of such conduct in detail. detail; provided, however, that if the Participant is the Chief Executive Officer of the Company, the foregoing determination will be made by the Board (excluding the Participant) before which the Participant will be entitled to be heard with counsel. View More
Cause. Shall mean: (i) the willful and continued failure of the Participant to perform substantially perform the Participant's his duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness or anticipated any such failure after subsequent to the issuance Participant being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason by to the Participant), Company) after a... written demand for substantial performance is delivered to the Participant by or on behalf of the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's his duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to the Company. No act, Company or its affiliates, (iii) the engaging by the Participant in conduct or misconduct that materially harms the reputation or financial position of the Company, (iv) the Participant (x) obstructs or impedes, (y) endeavors to influence, obstruct or impede or (z) fails to materially cooperate with, an Investigation, (v) the Participant withholds, removes, conceals, destroys, alters or by other means falsifies any material which is requested in connection with an Investigation, or attempts to do so or solicits another to do so, (vi) the commission of a felony by the Participant or (vii) the Participant is found liable in any SEC or other civil or criminal securities law action or enters into any cease and desist orders with respect to such action regardless of whether the Participant admits or denies liability. For purposes of this paragraph (d), no act or failure to act, on the part of act by the Participant shall be considered "willful" 'willful' unless it is done, done or omitted to be done, done by the Participant in bad faith or and without reasonable belief that the Participant's action or omission was in the best interests of the Company. Company or its affiliates. Any act, or failure to act, based upon in accordance with authority duly given pursuant to a resolution duly adopted by the Board or upon the instructions of the CEO or of a more senior officer of the Company or Board, based upon the advice of counsel for the Company (which may be the General Counsel or other (including counsel employed by the Company or its subsidiaries) Company) shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The termination of employment of the Participant Cause shall not be deemed to be for Cause exist unless and until there shall have been the Company has delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of Board (excluding the Participant from both the numerator and denominator if the Participant is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant and an opportunity for the Participant, and the Participant 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 Participant is guilty of the conduct described Board an event set forth in subparagraph (i) clauses (i), (ii), (iii), (iv), (v), (vi) or (ii) above, (vii) has occurred and specifying the particulars thereof in detail. detail View More
Cause. Shall mean: (i) the willful and continued failure of the Participant to perform substantially perform the Participant's his duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness or anticipated any such failure after subsequent to the issuance Participant being delivered a notice of termination without Cause by the Company or delivering a notice of termination for Good Reason by to the Participant), Company) after a... written demand for substantial performance is delivered to the Participant by or on behalf of the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed the Participant's his duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to the Company. No act, Company or its affiliates, (iii) the engaging by the Participant in conduct or misconduct that materially harms the reputation or financial position of the Company, (iv) the Participant (x) obstructs or impedes, (y) endeavors to influence, obstruct or impede or (z) fails to materially cooperate with, an Investigation, (v) the Participant withholds, removes, conceals, destroys, alters or by other means falsifies any material which is requested in connection with an Investigation, or attempts to do so or solicits another to do so, (vi) the commission of a felony by the Participant or (vii) the Participant is found liable in any SEC or other civil or criminal securities law action or enters into any cease and desist orders with respect to such action regardless of whether the Participant admits or denies liability. For purposes of this paragraph (d), no act or failure to act, on the part of act by the Participant shall be considered "willful" 'willful' unless it is done, done or omitted to be done, done by the Participant in bad faith or and without reasonable belief that the Participant's action or omission was in the best interests of the Company. Company or its affiliates. Any act, or failure to act, based upon in accordance with authority duly given pursuant to a resolution duly adopted by the Board or upon the instructions of the CEO or of a more senior officer of the Company or Board, based upon the advice of counsel for the Company (which may be the General Counsel or other (including counsel employed by the Company or its subsidiaries) Company) shall be conclusively presumed to be done, or omitted to be done, by the Participant in good faith and in the best interests of the Company. The termination of employment of the Participant Cause shall not be deemed to be for Cause exist unless and until there shall have been the Company has delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of Board (excluding the Participant from both the numerator and denominator if the Participant is a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Participant and an opportunity for the Participant, and the Participant 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 Participant is guilty of the conduct described Board an event set forth in subparagraph (i) clauses (i), (ii), (iii), (iv), (v), (vi) or (ii) above, (vii) has occurred and specifying the particulars thereof in detail. View More
Cause. Shall mean: shall mean (i) the willful and continued failure of by the Participant to substantially perform the Participant's duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness or anticipated failure after the issuance illness) for a period of a notice of termination for Good Reason by the Participant), at least ten days after a written demand for substantial performance is delivered to the Participant by the Board... which specifically identifies the manner in which the Participant has not substantially performed the Participant's his or her duties, or (ii) the willful engaging by the Participant in illegal conduct or gross misconduct which is demonstrably and materially and demonstrably injurious to the Company. No act, Company, monetarily or otherwise. For purposes of this Plan, no act or failure to act, act on the Participant's part of the Participant shall be considered "willful" unless it is done, done or omitted to be done, done by the Participant not in bad good faith or and without reasonable belief that the Participant's such action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by Notwithstanding the Board or upon the instructions of the CEO 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 Participant in good faith and in the best interests of the Company. The termination of employment of foregoing, the Participant shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Participant a copy of a resolution resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership a majority of the Board of the Company, excluding the vote of the Participant if the Participant is on the Board, at a meeting of the Board called and held for such purpose purposes (after reasonable notice is provided to the Participant and an opportunity for the Participant, and the Participant is given an opportunity, together with the Participant's counsel, to be heard before the Board), finding that, stating that in the good faith opinion of the Board, Board the Participant is was guilty of the conduct described in subparagraph (i) or (ii) above, constituting Cause as set forth above and specifying the particulars thereof in detail. View More
