Cause. Shall mean (with regard to a Participant's termination of employment with the Company, the removal of a Participant from being a Participant under the Plan, or the reduction in a Participant's tier level under the Plan) the Committee's good faith determination that: (i) the Participant has failed to perform his or her duties with the Company and its Affiliates as determined by the Committee; (ii) the Participant has committed, been convicted of or pled guilty or nolo contendere (or any similar... plea or admission) to any felony or any act of fraud, misappropriation or embezzlement; (iii) the Participant has engaged in conduct (other than conduct covered under clause (i) above) which, in the good faith judgment of the Committee, is injurious to the Company and/or its Affiliates, monetarily or otherwise; or (iv) the Participant has violated or breached any policy of the Company or an Affiliate, the terms of this Plan, or any applicable noncompetition, confidentiality, or other restrictive covenant with respect to the Company or any of its Affiliates.View More
Cause. Shall mean (with regard to a Participant's termination of employment with the Company, the removal of a Participant from being a Participant under the Plan, or the reduction in a Participant's tier level under the Plan) the Committee's good faith determination that: (i) the Participant has willfully and continually failed to substantially perform his or her duties with the Company and its Affiliates as determined by the Committee; (ii) the Participant has committed, been convicted of or pled... guilty or nolo contendere (or any similar plea or admission) to any felony or any act of fraud, misappropriation or embezzlement; (iii) the Participant has willfully engaged in conduct (other than conduct covered under clause (i) above) which, in the good faith judgment of the Committee, is injurious to the Company and/or its Affiliates, monetarily or otherwise; or (iv) the Participant has materially violated or breached any policy of the Company or an Affiliate, the terms of this Plan, or any applicable noncompetition, confidentiality, or other restrictive covenant with respect to the Company or any of its Affiliates. Affiliates (including, without limitation, the restrictive covenants contained in Section 5 of this Plan) View More
Cause. Shall mean (with regard to a Participant's termination of employment with the Company, the removal of a Participant from being a Participant under the Plan, or the reduction in a Participant's tier level under the Plan) the Committee's good faith determination that: Company): (i) the Participant has failed Participant's willful and continued failure to substantially perform his or her duties with the Company and its Affiliates as determined by the Committee; (ii) the Participant has committed,... been is convicted of or pled pleads guilty or nolo contendere (or any similar plea or admission) to any felony or any act of fraud, misappropriation or embezzlement; (iii) the Participant has engaged Participant's willful engagement in conduct (other than conduct covered under clause (i) above) which, in the good faith judgment of the Committee, is injurious to the Company and/or its Affiliates, monetarily or otherwise; or (iv) the Participant has violated or breached any policy Participant's material violation of the Company or an Affiliate, Affiliate policy, the terms of this Plan, Plan or breach of any applicable noncompetition, confidentiality, or other restrictive covenant with respect to the Company or any of its Affiliates. Affiliates (including, without limitation, the restrictive covenants contained in Section 4 of this Plan). View More
Cause. Shall mean (with regard to a Participant's termination of employment with the Company, the removal of a Participant from being a Participant under the Plan, or the reduction in a Participant's tier level under the Plan) the Committee's good faith determination that: Company): (i) the Participant has failed Participant's willful and continued failure to substantially perform his or her duties with the Company and its Affiliates as determined by the Committee; (ii) the Participant has committed,... been is convicted of or pled pleads guilty or nolo contendere (or any similar plea or admission) to any felony or any act of fraud, misappropriation or embezzlement; (iii) the Participant has engaged Participant's willful engagement in conduct (other than conduct covered under clause (i) above) which, in the good faith judgment of the Committee, is injurious to the Company and/or its Affiliates, monetarily or otherwise; or (iv) the Participant has violated or breached any policy Participant's material violation of the Company or an Affiliate, Affiliate policy, the terms of this Plan, Plan or breach of any applicable noncompetition, confidentiality, or other restrictive covenant with respect to the Company or any of its Affiliates. Affiliates (including, without limitation, the restrictive covenants contained in Section 4 of this Plan). View More
Cause. The term "Cause" shall mean a good faith determination by the Board of any of the following: (i) An unauthorized use or disclosure by the Employee of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company; (ii) A material breach by the Employee of any agreement between the Employee and the Company; (iii) A material failure by the Employee to comply with the Company's written policies or rules after receiving written notification... of such failure from the Board; (iv) The sale, possession or use of illegal drugs by the Employee or habitual intoxication of the Employee on the premises of the Company or a customer or business partner of the Company or while conducting Company business; (v) The Employee's conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State thereof; (vi) The Employee's gross negligence or willful misconduct in the course of performing service to the Company that results in material harm to the Company; 5 (vii) A continuing and willful failure by the Employee to perform reasonably assigned duties after receiving written notification of such failure from the Board; or (viii) A failure by the Employee to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Employee's cooperation. Notwithstanding the foregoing, prior to any determination that "Cause" under this Agreement has occurred, the Board shall (A) provide the Employee written notice specifying the particular event or action giving rise to such determination and (B) if such event or action is capable of being cured in the Board's reasonable determination, provide the Employee with 15 days from the date of such written notice to cure such event or action.View More
Cause. The term "Cause" shall mean a good faith determination by the Board of any of the following: (i) (a) An unauthorized use or disclosure by the Employee of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company; (ii) (b) A material breach by the Employee of any agreement between the Employee and the Company; (iii) (c) A material failure by the Employee to comply with the Company's written policies or rules after receiving written... notification of such failure from the Board; (iv) The sale, possession or use of illegal drugs by the Employee or habitual intoxication of the Employee on the premises of the Company or a customer or business partner of the Company or while conducting Company business; (v) rules; (d) The Employee's conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State thereof; (vi) (e) The Employee's gross negligence or willful misconduct in the course of performing service to the Company that results in material harm to the Company; 5 (vii) misconduct; (f) A continuing and willful failure by the Employee to perform reasonably assigned duties after receiving written notification of such failure from the Board; or (viii) (g) A failure by the Employee to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Employee's cooperation. Notwithstanding the foregoing, prior to any determination that "Cause" under this Agreement has occurred, the Board shall (A) provide the Employee written notice specifying the particular event or action giving rise to such determination and (B) if such event or action is capable of being cured in the Board's reasonable determination, provide the Employee with 15 days from the date of such written notice to cure such event or action.View More
Cause. The term "Cause" shall mean a good faith determination by the Board of any of the following: (i) An unauthorized use or disclosure by the Employee of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company; (ii) A material breach by the Employee of any agreement between the Employee and the Company; Company provided that the Company provides 15 days written notice of the material breach, and the Employee fails to remedy the condition... within 15 days after receiving the Company's notice; (iii) A material failure by the Employee to comply with the Company's written policies or rules after receiving written notification of such failure from the Board; Board provided that the Company provides 15 days written notice of the material failure, and the Employee fails to remedy the condition within 15 days after receiving the Company's notice; (iv) The sale, possession or use of illegal drugs by the Employee or habitual intoxication of the Employee on the premises of the Company or a customer or business partner of the Company or while conducting Company business; (v) The Employee's conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State thereof; (vi) The Employee's gross negligence or willful misconduct in the course of performing service to the Company that results in material harm to the Company; 5 (vii) A continuing and willful failure by the Employee to perform reasonably assigned duties after receiving written notification of such failure from the Board; or (viii) A failure by the Employee to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested the Employee's cooperation. Notwithstanding the foregoing, prior to any determination that "Cause" under this Agreement has occurred, the Board shall (A) provide the Employee written notice specifying the particular event or action giving rise to such determination and (B) if such event or action is capable of being cured in the Board's reasonable determination, provide the Employee with 15 days from the date of such written notice to cure such event or action.View More
Cause. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a... fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the Subject Person) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or (iv) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.View More
Cause. Will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or participation in, a... fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential or proprietary information or trade secrets; secrets or the confidential or proprietary information or trade secrets of any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's Continuous Service at any time, and the term Company will be interpreted herein to include any Affiliate or successor thereto, if appropriate. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership held by any Exchange Act Person (the Subject Person) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or (iv) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board. occur. 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Cause. Will have the meaning ascribed Ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant's attempted commission of, or... participation in, a fraud or act of dishonesty against the Company; (iii) such Participant's intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) such Participant's gross misconduct. The determination that a termination of the Participant's Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company's securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of the acquisition of securities of the Company by any individual who is, on the IPO Date, either an executive officer or (C) a Director (either, an "IPO Investor") and/or any entity in which an IPO Investor has a direct or indirect interest (whether in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively, the "IPO Entities") or on account of the IPO Entities continuing to hold shares that come to represent more than 50% of the combined voting power of the Company's then outstanding securities as a result of the conversion of any class of the Company's securities into another class of the Company's securities having a different number of votes per share pursuant to the conversion provisions set forth in the Company's Amended and Restated Certificate of Incorporation; or (D) solely because the level of Ownership held by any Exchange Act Person (the Subject Person) "Subject Person") exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; (ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; (iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or (iv) individuals who, on the date the Plan is adopted by the Board, are members of the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board. occur View More
Cause. (a) the Executive's willful and continued failure to substantially perform Executive's reasonable assigned duties as an employee of the Company (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board that specifically identifies the manner in which... the Board believes the Executive has not substantially performed the Executive's duties; provided that, for purposes of Section 3.1, for all Executives other than the Chief Executive Officer ("CEO"), substantial performance shall be determined by the CEO and such written demand for substantial performance shall be provided by the CEO; or (b) the Executive's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Section 1.1, no act or failure to act by the Executive shall be considered "willful" unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.View More
Cause. (a) the (a)the Executive's willful and continued failure to substantially perform Executive's his or her reasonable assigned duties as an employee of the Company (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board that of Directors of the... Company which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive's duties; provided that, for purposes of Section 3.1, for all Executives other than the Chief Executive Officer ("CEO"), substantial performance shall be determined by the CEO and such written demand for substantial performance shall be provided by the CEO; or (b) the (b)the Executive's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Section 1.1, no act or failure to act by the Executive shall be considered "willful" unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company.View More
Cause. (a) the Executive's willful and continued failure to substantially perform Executive's her reasonable assigned duties as an employee of the Company (other than any such failure resulting from incapacity due to physical or mental illness or any failure after the Executive gives notice of termination for Good Reason), illness), which failure is not cured within 30 days after a written demand for substantial performance is received by the Executive from the Board that of Directors of the Company... which specifically identifies the manner in which the Board of Directors believes the Executive has not substantially performed the Executive's duties; provided that, for purposes of Section 3.1, for all Executives other than the Chief Executive Officer ("CEO"), substantial performance shall be determined by the CEO and such written demand for substantial performance shall be provided by the CEO; or (b) the Executive's willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this Section 1.1, no act or failure to act by the Executive shall be considered "willful" unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Executive's action or omission was in the best interests of the Company. View More
Cause. Termination by the Company or an Affiliate of your employment based upon:(a) your gross incompetence or substantial failure to perform your duties; or (b) misconduct by you that causes or is likely to cause harm to the Company or an Affiliate or that causes or is likely to cause harm to the Company's or an Affiliate's reputation, as determined by the Company's or Affiliate's Board of Directors in its sole and absolute discretion (such misconduct may include, without limitation, insobriety at... the workplace during working hours or the use of illegal drugs); or (c) failure to follow directions of the Company's or Affiliate's Board of Directors that are consistent with your duties; or (d) your conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude, or the entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting you from participating in the conduct of the affairs of the Company or an Affiliate; or (e) commission of any act of dishonesty, theft, fraud, embezzlement, misappropriation or illegal conduct which is, in each case, materially injurious to the Company or its affiliates, regardless of whether an indictment, criminal conviction or plea of no contest occurs; or (f) .violation of any applicable laws, rules or regulations or failure to comply with applicable confidentiality, non-disparagement, non-solicitation and non-competition obligations to the Company, corporate code of business conduct or other material policies of the Company in connection with or during performance of the Executive's duties to the Company that could, in the Board's opinion, cause material injury to the Company, which violation, if curable, is not cured within thirty (30) days after notice thereof to the Executive.View More
Cause. Termination by the Company or an Affiliate of your employment based upon:(a) your gross incompetence or substantial failure to perform your duties; or (b) misconduct by you that causes or is likely to cause harm to the Company or an Affiliate or that causes or is likely to cause harm to the Company's or an Affiliate's reputation, as determined by the Company's or Affiliate's Board of Directors in its sole and absolute discretion (such misconduct may include, without limitation, insobriety at... the workplace during working hours or the use of illegal drugs); or (c) failure to follow directions of the Company's or Affiliate's Board of Directors that are consistent with your duties; or (d) your conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude, or the entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting you from participating in the conduct of the affairs of the Company or an Affiliate; or (e) commission of any act of dishonesty, theft, fraud, embezzlement, misappropriation or illegal conduct which is, in each case, materially injurious to the Company or its affiliates, regardless of whether an indictment, criminal conviction or plea of no contest occurs; or (f) .violation of any applicable laws, rules or regulations or failure to comply with applicable confidentiality, non-disparagement, non-solicitation and non-competition obligations to the Company, corporate code of business conduct or other material policies of the Company in connection with or during performance of the Executive's duties to the Company that could, in the Board's opinion, cause material injury to the Company, which violation, if curable, is not cured within thirty (30) days after notice thereof to the Executive. Affiliate. View More
Cause. Termination by the Company or an Affiliate of your employment based upon:(a) upon: (a) your gross incompetence or substantial failure to perform your duties; or (b) misconduct by you that causes or is likely to cause harm to the Company or an Affiliate or that causes or is likely to cause harm to the Company's or an Affiliate's reputation, as determined by the Company's or Affiliate's Board of Directors in its sole and absolute discretion (such misconduct may include, without limitation,... insobriety at the workplace during working hours or the use of illegal drugs); or (c) failure to follow directions of the Company's or Affiliate's Board of Directors that are consistent with your duties; or (d) your conviction of, or entry of a pleading of guilty or nolo contendere to, any crime involving moral turpitude, or the entry of an order duly issued by any federal or state regulatory agency having jurisdiction in the matter permanently prohibiting you from participating in the conduct of the affairs of the Company or an Affiliate; or (e) commission of any act of dishonesty, theft, fraud, embezzlement, misappropriation or illegal conduct which is, in each case, materially injurious to the Company or its affiliates, regardless of whether an indictment, criminal conviction or plea of no contest occurs; or (f) .violation of any applicable laws, rules or regulations or failure to comply with applicable confidentiality, non-disparagement, non-solicitation and non-competition obligations to the Company, corporate code of business conduct or other material policies of the Company in connection with or during performance of the Executive's duties to the Company that could, in the Board's opinion, cause material injury to the Company, which violation, if curable, is not cured within thirty (30) days after notice thereof to the Executive. Affiliate. View More
Cause. A termination for "Cause" by Staples will occur whenever: (i) you willfully fail to substantially perform your duties with Staples (other than any failure resulting from incapacity due to physical or mental illness); provided, however, that Staples has given you a written demand for substantial performance, which specifically identifies the areas in which your performance is substandard, and you have not cured such failure within 30 days after delivery of the demand. No act or failure to... act on your part will be deemed "willful" unless you acted or failed to act without a good faith or reasonable belief that your conduct was in Staples' best interest. (ii) you breach any of the terms of the Proprietary and Confidential Information Agreement or Non-Competition Agreement (or other similar agreement) between you and Staples, or (iii) you violate the Code of Ethics or attempt to secure any improper personal profit in connection with the business of Staples, or (iv) you fail to devote your full working time to the affairs of Staples except as may be authorized in writing by Staples' CEO or other authorized Company official, or (v) you engage in business other than the business of Staples except as may be authorized in writing by Staples' CEO or other authorized Company official, or (vi) you engage in misconduct which is demonstrably and materially injurious to Staples; provided that in each case Staples has given you written notice of its intent to terminate your employment under this Section 5(c) and an opportunity to present, in person, to the Executive Vice President of Human Resources or any other authorized Company official, any objections you may have to such termination.View More
Cause. A termination for "Cause" by Staples will occur whenever: 6 (i) you willfully fail to substantially perform your duties with Staples (other than any failure resulting from incapacity due to physical or mental illness); provided, however, that Staples has given you a written demand for substantial performance, which specifically identifies the areas in which your performance is substandard, and you have not cured such failure within 30 days after delivery of the demand. No act or failure to act... on your part will be deemed "willful" unless you acted or failed to act without a good faith or reasonable belief that your conduct was in Staples' best interest. (ii) you breach any of the terms of the Proprietary and Confidential Information Agreement or Non-Competition Agreement (or other similar agreement) between you and Staples, or (iii) you violate the Code of Ethics or attempt to secure any improper personal profit in connection with the business of Staples, or (iv) you fail to devote your full working time to the affairs of Staples except as may be authorized in writing by Staples' CEO or other authorized Company official, the Board of Directors of Staples, or (v) you engage in business other than the business of Staples except as may be authorized in writing by Staples' CEO or other authorized Company official, the Board of Directors of Staples, or (vi) you engage in misconduct which is demonstrably and materially injurious to Staples; provided that in each case Staples has given you written notice of its intent to terminate your employment under this Section 5(c) and an opportunity to present, in person, to the Executive Vice President Board of Human Resources or any other authorized Company official, Directors of Staples, any objections you may have to such termination. View More
Cause. A termination for "Cause" by Staples will occur whenever: (i) you willfully fail to substantially perform your duties with Staples (other than any failure resulting from incapacity due to physical or mental illness); provided, however, that Staples has given you a written demand for substantial performance, which specifically identifies the areas in which your performance is substandard, and you have not cured such failure within 30 days after delivery of the demand. No act or failure to act on... your part will be deemed "willful" unless you acted or failed to act without a good faith or reasonable belief that your conduct was in Staples' best interest. (ii) you breach any of the terms of the Proprietary and Confidential Information Agreement or Non-Competition Agreement (or other similar agreement) between you and Staples, or (iii) you violate the Code of Ethics or attempt to secure any improper personal profit in connection with the business of Staples, or (iv) you fail to devote your full working time to the affairs of Staples except as may be authorized in writing by Staples' CEO or other authorized Company official, the Board of Directors of Staples, or (v) you engage in business other than the business of Staples except as may be authorized in writing by Staples' CEO or other authorized Company official, the Board of Directors of Staples, or (vi) you engage in misconduct which is demonstrably and materially injurious to Staples; provided that in each case Staples has given you written notice of its intent to terminate your employment under this Section 5(c) and an opportunity to present, in person, to the Executive Vice President Board of Human Resources or any other authorized Company official, Directors of Staples, any objections you may have to such termination. View More
Cause. For purposes of this Agreement, 'Cause' shall mean the termination of the Executive's employment because of: (i) the cessation of the Executive's ability to work legally in the United States or Canada other than for reasons not within the Executive's reasonable control; (ii) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; (iii) the continued failure or refusal of the Executive to perform his material duties; (iv) the... Executive's conviction of, or plea of nolo contendere to, (A) any felony or (B) another crime involving dishonesty or moral turpitude or which reflects negatively upon the Company or otherwise impairs or impedes its operations; (v) the Executive's engaging in any misconduct, negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is materially injurious to the Company or any of its subsidiaries or affiliates; (vi) the Executive's material breach of the Non-Competition Agreement or any material written policy of the Company or any of its subsidiaries or affiliates; (vii) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates; provided, however, that no event or condition described in clauses (i), (ii) and (v) through (vii) shall constitute Cause unless (A) the Company first gives the Executive written notice of its intention to terminate his employment for Cause and the grounds for such termination, (B) such grounds for termination (if susceptible to correction) are not corrected by the Executive within thirty (30) days of his receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, the Executive has not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter) and (C) the Company actually terminates the Executive's employment with the Company within thirty (30) days following the expiration of the thirty (30) day cure period; provided, further, that no act or omission on the Executive's part shall be considered 'willful' if it is done by the Executive in good faith and with a reasonable belief that his conduct was lawful and in the best interest of the Company.View More
Cause. For purposes of this Agreement, 'Cause' "Cause" shall mean the termination of the Executive's employment because of: (i) the cessation of the Executive's ability to work legally in the United States or Canada other than for reasons not within the Executive's reasonable control; (ii) any act or omission that constitutes a material breach by the Executive of any of his material obligations under this Agreement; (iii) the continued failure or refusal of the Executive to perform the duties... reasonably required of him in his material duties; role (other than on account of illness or incapacity); (iv) the Executive's conviction of, or plea of nolo contendere to, (A) any felony or (B) another any crime involving dishonesty or moral turpitude or which reflects negatively upon has a material adverse effect on the Company or otherwise materially impairs or impedes its operations; (v) the Executive's engaging in any willful misconduct, gross negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is materially injurious to the Company or any of and its subsidiaries and affiliates taken as a whole; or affiliates; (vi) the Executive's material breach of the Non-Competition Agreement or any material written policy of the Company or any of its subsidiaries or affiliates; (vii) any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates; provided, however, that no event or condition described in clauses (i), (ii) and (ii), (iii), (v) through (vii) or (vi) shall constitute Cause unless (A) the Company first gives the Executive written notice of its intention to terminate his employment for Cause and the grounds for such termination, (B) such grounds for termination (if susceptible to correction) are not corrected by the Executive within thirty (30) days of his receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, the Executive has not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter) and (C) the Company actually terminates the Executive's employment with the Company within thirty (30) days following the expiration of the thirty (30) day cure period; provided, further, that no act or omission on the Executive's part shall be considered 'willful' if it is done by the Executive in good faith and with a reasonable belief that his conduct was lawful and in the best interest of the Company. period. View More
Cause. For purposes of this Agreement, 'Cause' "Cause" shall mean the termination of the Executive's employment because of: (i) the cessation of the Executive's ability to work legally in the United States or Canada other than for reasons not within the Executive's reasonable control; (ii) any act or omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; provided, however, that if such act or omission is related to the Executive's performance of... his duties within the scope of his employment, then he shall have thirty (30) days after written notice is received by the Executive of such material breach to cure such breach; (iii) the continued failure or refusal of the Executive to perform the duties reasonably required of him in his material duties; role, which is not cured within thirty (30) days after written notice is received by the Executive of such failure or refusal; (iv) the Executive's conviction commission of, or plea of nolo contendere to, (A) any felony or (B) another any crime involving dishonesty or moral turpitude or which reflects negatively upon the Company or otherwise and materially impairs or impedes its operations; (v) the Executive's engaging in any misconduct, gross negligence, act of dishonesty, violence or threat of violence (including any violation of federal securities laws) that is materially injurious to the Company or any of its subsidiaries or affiliates; (vi) the Executive's material breach of the Non-Competition Agreement or any material written policy of the Company or any of its subsidiaries or affiliates; affiliates, in each case which is not cured within thirty (30) days after written notice is received by the Executive of such breach; or (vii) any other willful misconduct action by the Executive which is materially injurious to the financial condition or business reputation of of, or is otherwise materially injurious to, the Company or any of its subsidiaries or affiliates; provided, however, that no event affiliates, or condition described which results in clauses (i), (ii) and (v) through (vii) shall constitute Cause unless (A) the violation by the Company first gives the Executive written notice or any of its intention to terminate his employment for Cause and the grounds for such termination, (B) such grounds for termination (if susceptible to correction) are not corrected by the Executive within thirty (30) days subsidiaries or affiliates of his receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, the Executive has not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter) and (C) the Company actually terminates the Executive's employment with the Company within thirty (30) days following the expiration of the thirty (30) day cure period; provided, further, that no act or omission on the Executive's part shall be considered 'willful' if it is done by the Executive in good faith and with a reasonable belief that his conduct was lawful and in the best interest of the Company. any law. View More
Cause. As determined by the Company, (i) the willful failure by the Participant to substantially perform his or her duties with the Company (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) the Participant's commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as... would prevent the effective performance of the Participant's duties; or (iv) the Participant's conviction or plea of no contest to a felony or a crime of moral turpitude.View More
Cause. As determined by the Company, Corporation: (i) the willful failure by the Participant to substantially perform his or her duties with the Company Corporation (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); (ii) the Participant's willful misconduct that is demonstrably and materially injurious to the Company, Corporation, monetarily or otherwise; (iii) the Participant's willful violation of the Corporation's code of conduct or any... policy applicable to the Participant; (iv) the Participant's commission of such acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant's duties; or (iv) (v) the Participant's conviction or plea of no contest to a felony or a crime of moral turpitude. For purposes of this subsection b., no act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith and without the reasonable belief that the Participant's action or omission was in the best interest of the Corporation. View More
Cause. As Means, as determined by the Company, Corporation: (i) the The willful failure by the Participant to substantially perform his or her duties with the Company Corporation (other than any such failure resulting from the Participant's incapacity due to physical or mental illness); (ii) the The Participant's willful misconduct that is demonstrably and materially injurious to the Company, Corporation, monetarily or otherwise; (iii) the The Participant's commission of such acts of dishonesty,... fraud, misrepresentation or other acts of moral turpitude as would prevent the effective performance of the Participant's duties; or (iv) the The Participant's conviction or plea of no contest to a felony or a crime of moral turpitude. For purposes of this subsection b., no act, or failure to act, on the Participant's part shall be deemed "willful" unless done, or omitted to be done, by the Participant not in good faith and without the reasonable belief that the Participant's action or omission was in the best interest of the Corporation. View More
Cause. (a) acts during the Employment Period (i) resulting in a felony conviction under any Federal or state statute, or (ii) willful non-performance by the Employee of the Employee's material employment duties required by this Agreement (other than by reason of the Employee's physical or mental incapacity) after reasonable notice to the Employee and reasonable opportunity (not less than thirty (30) days) to cease such non-performance, or (b) the Employee willfully engaging in fraud or gross... misconduct which is detrimental to the financial interests of the Corporation.View More
Cause. (a) acts during the Employment Period (i) resulting in a felony conviction under any Federal or state statute, or (ii) willful non-performance by the Employee Executive of the Employee's his material employment duties required by this Agreement (other than by reason of the Employee's his physical or mental incapacity) after reasonable notice to the Employee Executive and reasonable opportunity (not less than thirty (30) days) to cease such non-performance, or (b) the Employee Executive... willfully engaging in fraud or gross misconduct which is detrimental to the financial interests of the Corporation. View More
Cause. (a) acts during the Employment Period (i) resulting in a felony conviction under any Federal or state statute, or (ii) willful non-performance by the Employee Executive of the Employee's his material employment duties required by this Agreement (other than by reason of the Employee's his physical or mental incapacity) after reasonable notice to the Employee Executive and reasonable opportunity (not less than thirty (30) days) to cease such non-performance, or (b) the Employee Executive... willfully engaging in fraud or gross misconduct which is detrimental to the financial interests of the Corporation. View More
Cause. The occurrence of any of the following: (i) the Executive's conviction of, or plea of "no contest" to, a felony or any crime involving fraud or embezzlement; (ii) the Executive's intentional misconduct; (iii) the Executive's material failure to perform the Executive's employment duties (other than as a result of a mental or physical incapacity that results in or would reasonably be expected to result in the Executive's Disability); (iv) the Executive's unauthorized use or disclosure of any... proprietary information or trade secrets of the Company or any other member of the Company Group or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive's relationship with the Company; (v) an act of material fraud or dishonesty against the Company or any other member of the Company Group; (vi) the Executive's material violation of any policy of the Company or any other member of the Company Group or material breach of any written agreement with the Company or any other member of the Company Group; or (vii) the Executive's failure to cooperate with the Company or any other member of the Company Group in any investigation or formal proceeding. The Company will not terminate the Executive's employment for Cause without first providing the Executive with written notice specifically identifying the acts or omissions constituting the grounds for a Cause termination and, with respect to clauses (ii), (iii), (vi), and (vii), a reasonable cure period of not less than 10 business days following such notice to the extent such events are curable (as determined by the Company).View More
Cause. The occurrence of any of the following: (i) the Executive's conviction of, or plea of "no contest" to, a felony or any crime involving fraud or embezzlement; (ii) the Executive's intentional misconduct; (iii) the Executive's material failure to perform the Executive's employment duties (other than as a result of a mental or physical incapacity that results in or would reasonably be expected to result in the Executive's Disability); duties; (iv) the Executive's unauthorized use or disclosure of... any proprietary information or trade secrets of the Company or any other member of the Company Group member or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive's relationship with the Company; Company Group; (v) an act of material fraud or dishonesty against the any Company or any other member of the Company Group; Group member; (vi) the Executive's material violation of any policy of the Company or any other member of the Company Group member or material breach of any written agreement with the any Company or any other member of the Company Group; Group member; or (vii) the Executive's failure to cooperate with the Company or any other member of the Company Group in any investigation or formal proceeding. The No Company Group member will not terminate the an Executive's employment for Cause without first providing the Executive with written notice specifically identifying the acts or omissions constituting the grounds for a Cause termination and, with respect to clauses (ii), (iii), (vi), and (vii), a reasonable cure period of not less than 10 business days following such notice to the extent such events are curable (as determined by the Company). View More
Cause. The occurrence of any of the following: (i) the Executive's conviction of, or plea of "no contest" to, a felony under the laws of the United States or any crime involving fraud or embezzlement; State; (ii) the Executive's intentional misconduct; willful misconduct relating to services provided by the Executive to the Company; (iii) the Executive's material failure to perform the Executive's employment duties (other than as a result of a mental or physical incapacity that results in or would... reasonably be expected to result in the Executive's Disability); incapacity); (iv) the Executive's unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other member of the Company Group Group, which use or any other party disclosure causes material harm to whom the Executive owes an obligation of nondisclosure as a result of the Executive's relationship with the Company; (v) an act of material fraud or dishonesty against the Company or any other member of the Company Group; (vi) the Executive's material violation of any policy failure to comply with the material written policies of the Company or any other member of the Company Group or the material breach by the Executive of the Confirmatory Employment Letter, any written of the equity grant agreements or the information and inventions assignment agreement with the Company Company; or any other member of the Company Group; or (vii) (vi) the Executive's failure to cooperate in good faith with the Company or any other member of the Company Group in a governmental or internal investigation of the Company or any investigation other member of the Company Group or formal proceeding. any of their respective directors, officers or employees, if the Company has reasonably requested the Executive's cooperation. The Company will not terminate the Executive's employment for Cause without the Board of Directors first providing the Executive with written notice specifically identifying the acts or omissions constituting the grounds for a Cause termination and, with respect to clauses (ii), (iii), (v), and (vi), and (vii), a reasonable cure period of not less than 10 business 30 days following such notice to the extent such events are curable (as determined by the Company). View More
Cause. The occurrence of any of the following: (i) the Executive's conviction of, or plea of "no contest" to, a felony or any crime involving fraud or embezzlement; (ii) the Executive's intentional misconduct; (iii) the Executive's material failure to perform the Executive's employment duties (other than as a result of a mental or physical incapacity that results in or would reasonably be expected to result in the Executive's Disability); duties; (iv) the Executive's unauthorized use or disclosure of... any proprietary information or trade secrets of the Company or any other member of the Company Group member or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive's relationship with the Company; Company Group; (v) an act of material fraud or dishonesty against the any Company or any other member of the Company Group; Group member; (vi) the Executive's material violation of any policy of the Company or any other member of the Company Group member or material breach of any written agreement with the any Company or any other member of the Company Group; Group member; or (vii) the Executive's failure to cooperate with the Company or any other member of the Company Group in any investigation or formal proceeding. The No Company Group member will not terminate the an Executive's employment for Cause without first providing the Executive with written notice specifically identifying the acts or omissions constituting the grounds for a Cause termination and, with respect to clauses (ii), (iii), (vi), and (vii), a reasonable cure period of not less than 10 business days following such notice to the extent such events are curable (as determined by the Company). View More
