Cause

Example Definitions of "Cause"
Cause. The occurrence of one of the following events: (i) conviction of a felony or any crime or offence lesser than a felony involving the property of CBOT Holdings or a Subsidiary; or (ii) conduct that has caused demonstrable and serious injury to CBOT Holdings or a Subsidiary, monetary or otherwise; or (iii) willful refusal to perform or substantial disregard of duties properly assigned, as determined by CBOT Holdings or a Subsidiary; or (iv) breach of duty of loyalty to CBOT Holdings or a... Subsidiary or other act of fraud or dishonesty with respect to CBOT Holdings or a Subsidiary View More
Cause. (a) conduct by Executive constituting a material act of willful misconduct in connection with the performance of his duties, including, without limitation, misappropriation of funds or property of the Company or any of its affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (b) criminal or civil conviction of Executive, a plea of polo contendere by Executive or conduct by Executive that would reasonably be expected to result in material... injury to the reputation of the Company if he were retained in his position with the Company, including, without limitation, conviction of a felony involving moral turpitude; (c) continued, willful and deliberate non-performance by Executive of his duties hereunder (other than by reason of Executive's physical or mental illness, incapacity or disability) which has continued for more than thirty (30) days following written notice of such non-performance from the Chief Executive Officer; or (d) a violation by Executive of the Company's employment policies which has continued following written notice of such violation from the Chief Executive Officer. View More
Cause. (i) the Executive's willful or continued failure substantially to perform the duties of the Executive's position (other than as a result of Disability or as a result of termination by the Executive for Good Reason) after written notice to the Executive by the Board specifying such failure, provided that such 'cause' shall have been found by a majority vote of the Board after at least 10 days' written notice to the Executive specifying the failure on the part of the Executive and after an... opportunity for the Executive to be heard at a meeting of the Board; (ii) any willful act or omission by the Executive constituting dishonesty, fraud or other malfeasance, or any act or omission by the Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation or any of its affiliates; or (iii) the Executive's indictment for a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Corporation conducts business. For purposes of this definition, no act or failure to act shall be deemed 'willful' unless effected by the Executive not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Corporation's best interests. View More
Cause. Shall mean, with respect to Employee, one or more of the following: (a) the conviction of a felony or a crime involving moral turpitude; (b) the commission of any act or omission involving material dishonesty or fraud with respect to the Company; (c) reporting to work under the influence of illegal drugs or the use of illegal drugs (whether or not at the workplace); (d) the continued and repeated failure to perform substantially the duties of Employee's employment after 30 days' notice from the... Company, such notice setting forth in reasonable detail the nature of such failure, and in the event Employee fails to cure such failure within 30 days of notice from the Company, if such failure is capable of being cured; (e) breach of fiduciary duty or engaging in gross negligence or willful misconduct with respect to the Company that is not cured within 30 days after written notice thereof to Employee; or (f) any other material breach of this Agreement that is not cured within 30 days after written notice thereof to Employee. View More
Cause. For termination by the Company of Executive's employment with the Company means any of the following: (i) the willful and continued failure of Executive to perform substantially his duties to the Company (other than any such failure resulting from incapacity due to disability), after a written demand to cure such failure (the "Demand to Cure") is delivered to Executive by the Chief Executive Officer which specifically identifies the manner in which the Board believes that Executive has not... substantially performed his duties; (ii) Executive's conviction of, or plea of guilty or no contest to (A) a felony or (B) a misdemeanor involving dishonesty or moral turpitude; or (iii) the willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the business or reputation of the Company. For purposes of this definition, no act or failure to act, on the part of Executive, shall be considered "willful" unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon specific authority given pursuant to a resolution duly adopted by the Board or upon instructions of the Chief Executive Officer or based upon the advice of counsel of the Company which Executive honestly believes is within such counsel's competence shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. The Company shall give written notice to Executive of the termination for Cause. Such notice shall state in detail the particular act or acts or the failure or failures to act that constitute the grounds on which the Cause termination is based and such notice shall be given within six (6) months of the occurrence of, or, if later, the Company's actual knowledge of, the act or acts or the failure or failures to act which constitute the grounds for Cause. Executive shall have sixty (60) days upon receipt of the Demand to Cure in which to cure such conduct, to the extent such cure is possible. View More
Cause. Executive's dishonesty, fraud, insubordination, willful misconduct or refusal to attempt to perform services (for any reason other than illness or incapacity), as determined by the Board in its sole discretion.
Cause. Shall have the meaning set forth in any currently effective employment agreement by and between the Participant and the Company or any of its direct or indirect subsidiaries or, if there is no such contract or the term "Cause" (or any similar term) is not defined therein, "Cause" shall have the meaning set forth in the Company's 2001 Stock Incentive Plan.
Cause. To terminate Executive's employment hereunder upon: (i) Executive's breach of a material obligation (which, if curable, is not cured within ten business (10) days after Executive receives written notice of such breach) or representation under this Agreement or breach of any fiduciary duty to the Company which, if curable, is not cured within ten business (10) days after Executive receives written notice of such breach; or any act of fraud or knowing material misrepresentation or concealment... upon, to or from the Company or the Board; (ii) Executive's failure to adhere in any material respect to (i) the Company's Code of Conduct in effect from time to time and applicable to officers and/or employees generally, or (ii) any written Company policy, if such policy is material to the effective performance by Executive of the Executive's duties under this Agreement, and if Executive has been given a reasonable opportunity to cure this failure to comply within a period of time which is reasonable under the circumstances but not more than the thirty (30) day period after written notice of such failure is provided to Executive; provided that if Executive cures this failure to comply with such a policy and then fails again to comply with the same policy, no further opportunity to cure that failure shall be required; (iii) Executive's misappropriation (or attempted misappropriation) of a material amount of the Company's funds or property; (iv) Executive's conviction of, the entering of a guilty plea or plea of nolo contendere or no contest (or the equivalent), or entering into any pretrial diversion program or agreement or suspended imposition of sentence, with respect to either a felony or a crime that adversely affects or could reasonably be expected to adversely affect the Company or its business reputation; or the institution of criminal charges against Executive, which are not dismissed within sixty (60) days after institution, for fraud, embezzlement, any felony offense involving dishonesty or constituting a breach of trust or moral turpitude; (v) Executive's admission of liability of, or finding of liability, for a knowing and deliberate violation of any "Securities Laws." As used herein, the term "Securities Laws" means any federal or state law, rule or regulation governing generally the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (vi) conduct by Executive in connection with Executive's employment that constitutes gross neglect of any material duty or responsibility, willful misconduct, or recklessness which, if curable, is not cured within ten business (10) days after Executive receives written notice of such breach; (vii) Executive's illegal possession or use of any controlled substance, or excessive use of alcohol at a work function, in connection with Executive's duties, or on Company premises; "excessive" meaning either repeated unprofessional use or any single event of consumption giving rise to significant intoxication or unprofessional behavior; (viii) Executive's willful or grossly negligent commission of any other act or failure to act in connection with the Executive's duties as an executive of the Company which causes or reasonably may be expected (as of the time of such occurrence) to cause substantial economic injury to or substantial injury to the business reputation of the Company or any subsidiary or affiliate of the Company, including, without limitation, any material violation of the Foreign Corrupt Practices Act, as described herein below. If Executive commits or is charged with committing any offense of the character or type specified in subparagraphs 1(e)(iv), (v) or (viii) above, then the Company at its option may suspend the Executive with or without pay. If the Executive subsequently is convicted of, pleads guilty or nolo contendere (or equivalent plea) to, or enters into any type of suspended imposition of sentence or pretrial diversion program with respect to, any such offense (or any matter that gave rise to the suspension), the Executive shall immediately repay any compensation paid in cash hereunder from the date of the suspension. Notwithstanding anything to the contrary in any stock option or equity incentive plan or award agreement, all vesting and all lapsing of restrictions on restricted shares shall be toll ed during the period of suspension and all unvested options and restricted shares for which the restrictions have not lapsed shall terminate and not be exercisable by or issued to Executive if during or after such suspension the Executive is convicted of, pleads guilty or nolo contendere (or equivalent plea) to, or enters into any type of suspended imposition of sentence or pretrial diversion program with respect to, any offense specified in subparagraphs 1(e)(iv), (v) or (viii) above or any matter that gave rise to the suspension. View More
Cause. For termination by the Company of the Executive's employment, after any Change in Control, shall mean (a) the willful and continued failure by the Executive to perform the Executive's duties with the Company, (b) a substantial and not de minimis violation of the Company's Code of Business Conduct and Ethics (and any successor policy), as the same are in effect from time to time, (c) the Executive's conviction of a felony, or (d) engaging in conduct that constitutes a violation of Section 15... hereof. View More
Cause. With respect to the termination by the Company, DSP Group, Inc. or a Related Entity of the Grantee's Continuous Service, that such termination is for "Cause" as such term is expressly defined in a then-effective written agreement between the Grantee and the Company, DSP Group, Inc. or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee's: (i) performance of any act or failure to... perform any act in bad faith and to the detriment of the Company, DSP Group, Inc. or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company, DSP Group, Inc. or a Related Entity; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person View More
All Definitions