Cause

Cause. Means the termination of a Participant's employment or service with the Company in connection with a termination by the Company or an Affiliate for cause as defined in a then-effective written agreement between the Company, or an Affiliate and the Participant. In the absence of such agreement or policy and definition, "cause" shall have the meaning set forth in the Company Long-Term Incentive Plan.

Cause. A Participant's (i) act or acts of dishonesty intended to result in substantial gain or personal enrichment of the Participant at the expense of the Company or any Affiliate; (ii) unlawful conduct or gross misconduct that is willful and deliberate on the Participant's part and that, in either event, is injurious to the Company or any Affiliate; (iii) conviction of a felony; (iv) failure to perform his or her duties and responsibilities as an officer or employee of the Company or any Affiliate,... which failure has not been cured by the Participant within 30 days after written notice thereof to the Participant from the Company or such Affiliate, as applicable; or (v) material breach of any employment, confidentiality, non-disclosure, non-solicitation, non-competition or similar agreement with the Company or any Affiliate, or of the Company's code of business conduct View More

Cause. Any of the following: (i) a Participant's arrest or conviction of a crime (including arrest or conviction on a nolo contendere plea) involving the commission by the Participant of a felony or of a criminal act involving, in the good faith judgment of the Company, fraud, dishonesty, or moral turpitude but excluding any arrest or conviction which results solely from the Participant's title or position with the Company and is not based on his personal conduct; (ii) the failure of the Participant... to satisfactorily perform his duties with the Company (other than failure resulting from incapacity due to Disability), after a written demand for satisfactory performance is delivered to the Participant by the Chief Executive Officer and/or the Committee, which specifically identifies the manner in which the Chief Executive Officer and/or the Committee, believes that the Participant has not satisfactorily performed his duties; provided that the decision of whether a Participant has satisfactorily performed his duties with the Company or complied with the demand for satisfactory performance is in the sole discretion of the Company; (iii) a Participant's engaging in unethical or illegal conduct or misconduct that includes but is not limited to violations of the Company's policies concerning employee conduct, including but not limited to the Company's Code of Conduct; (iv) a Participant's gross misconduct or gross negligence in connection with the business of the Company or an Affiliate; or (v) breach of any of the covenants set forth in Section 6 of the Plan. Regardless of whether the Participant's employment initially is considered to be terminated for any reason other than Cause, the Participant's employment will be considered to have been terminated for Cause for purposes of this Plan if the Board or the Committee determines after the Participant's employment ends that the Participant had a material breach of the terms of the Plan above while employed View More

Cause. Any of the following: (a) gross or willful misconduct (which includes insubordination) in the performance of Executive's duties or intentional failure to comply with a specific, written directive of the CEO, a supervisor or the Board, as reasonably determined by the Board; (b) commission by Executive of a felony, perpetration of a fraud against the Company, or perpetration of a dishonest act, in the reasonable judgment of the Board; (c) breach of Executive's employment agreement as reasonably... determined by the Company, which is not cured with five (5) days of notice; (d) violation of any elements of the Company's policies and procedures, including, without limitation, the Company's Code of Ethical Business Conduct or Officers Ethics Code as determined in the reasonable judgment of the Board; or (e) failure to cooperate in any audit or investigation of the Company's financial statements or reports and filings with the Securities and Exchange Commission, or the business practices of the Company or its direct or indirect subsidiaries View More

Cause. Shall mean only (i) your refusal or willful failure to perform, or serious negligence in the performance of, your duties and responsibilities for the Company which remains uncured, continues or recurs after ten (10) business days' notice from the Company describing in reasonable detail the nature of the refusal, failure or neglect; (ii) your material breach of breach of this Agreement or of any fiduciary duty or duty of loyalty owed to the Company or any of its Immediate Affiliates; (iii) fraud... or other material dishonesty with respect to the Company or any of its Immediate Affiliates (meaning its direct and indirect parents and subsidiaries and its parents other direct and indirect subsidiaries); or (iv) other conduct that is, or could reasonably be expected to be, materially harmful to the business interests or reputation of the Company or any of its Immediate Affiliates. View More

Cause. For termination by the Company of the Executive's employment shall mean any of the following: (i) indictment for, conviction of, or plea of guilty or no contest by the Executive to a felony, or of any criminal act, that has an adverse effect on the Executive's qualifications or ability to perform his duties; (ii) the unreasonable deliberate and material failure or refusal by the Executive to perform his employment duties (other than as a result of PTO, sickness, disability, illness or injury),... and the failure to rectify the same within thirty (30) days after the Company shall have given notice to the Executive identifying such failure or refusal and demanding that it be rectified; (iii) the Executive's commission of any act of fraud, embezzlement, dishonesty or other misconduct that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (iv) an act of gross negligence on the part of the Executive that has caused, or would reasonably be expected to cause, material injury or economic harm to the Company; (v) a deliberate and material violation of a written material Company policy; or (vi) a material breach of this Agreement or any non-disclosure agreement to which Executive and the Company may be parties (or, in each case, any successor thereto or amendment thereof) which (and only if the same shall be curable) Executive fails to cure within thirty (30) days after the Company shall have given notice to the Executive identifying such breach and demanding that it be cured. Any purported termination of employment by the Company for Cause which does not satisfy the applicable requirements of this Section (E) shall be conclusively deemed to be a termination of employment by the Company without Cause for purposes of this Agreement. View More

Cause. (i) the conviction of a felony or the commission of fraud with respect to VWR or any of its Subsidiaries or Affiliates or any of their customers or suppliers, (ii) substantial and repeated failure to perform duties as reasonably directed by the Board or a supervisor or report, after providing you with 15 days' prior written notice and a reasonable opportunity to remedy such failure and (iii) gross negligence or willful misconduct with respect to VWR or any of its Subsidiaries or Affiliates.... Cause shall be deemed not to include any act or failure to act, on your part, unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of VWR or any of its respective Affiliates. Any act, or failure to act, based upon authority given pursuant to a direction from the Board or based upon the advice of counsel for VWR or any of its respective Affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of VWR and its Affiliates. Your cessation of employment shall not be deemed to be for Cause unless and until (i) there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of at least a majority of the entire membership of the Board (excluding for this purpose any seat on the Board then held by you) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, that Cause exists for the termination of your employment, and specifying the particulars thereof in reasonable detail and (ii) if capable of cure within 30 days, you shall have been given 30 days from the date of the meeting of the Board at which you were given an opportunity, together with counsel, to be heard by the Board to cure the conduct specified by the Board. At any such Board meeting, you shall be automatically recused from participation in such meeting as a member of the Board. View More

Cause. As defined in any employment agreement then in effect between the Participant and the Company or if not defined therein or, if there shall be no such agreement, where the Participant: (i) commits any act of fraud, willful misconduct or dishonesty in connection with his employment or which injures the Company or its direct or indirect subsidiaries; (ii) breaches any other material provision of any agreement between the Participant and the Company or a subsidiary of the Company relating to the... Participant's employment or breaches any fiduciary duty to the Company or its direct or indirect subsidiaries; (iii) fails, refuses or neglects to timely perform any material duty or obligation relating to his position; (iv) commits a material violation of any law, rule, regulation or by-law of any governmental authority (state, federal or foreign), any securities exchange or association or other regulatory or self-regulatory body or agency applicable to the Company or its direct or indirect subsidiaries or any general policy or directive of the Company or its direct or indirect subsidiaries communicated in writing to the Participant; or (v) is charged with a crime involving moral turpitude, dishonesty, fraud or unethical business conduct, or a felony. View More

Cause. Shall have the meaning set forth in the applicable Award Agreement; provided that, if such Award Agreement does not include a definition of Cause, then (i) if there is an employment agreement or severance plan or agreement applicable to the Participant, Cause shall have the same definition as set forth in such plan or agreement; or (ii) if Cause is not defined in such plan or agreement or there is no such plan or agreement applicable to the Participant, then Cause shall mean: (i) Participant is... convicted of a felony; (ii) Participant commits an act of fraud, willful misconduct or dishonesty in connection with Participant's employment or which results in material harm to the Company; or (iii) Participant commits a material violation of any law, rule, or regulation of any governmental authority View More

Cause. For purposes of this Agreement, "Cause" for termination of employment shall mean: (i) Executive's repeated failure to satisfactorily perform his job duties, including but not limited to Executive's refusal or failure to follow lawful and reasonable directions of the Parent's Board or other individuals to whom Executive reports; (ii) Executive's commission of an act that materially injures the business of the Company; (iii) Executive's commission of an act constituting dishonesty, fraud, or... immoral or disreputable conduct; (iv) Executive's conviction of a felony, or conviction of any crime involving moral turpitude; (v) Executive's engaging or in any manner participating in any activity which is directly competitive with or injurious to the Company, or which violates any material provisions of this Agreement or any written agreement with the Company; or (vi) Executive's use or intentional appropriation for Executive's personal use or benefit of any funds, information or properties of the Company not authorized by the Company to be so used or appropriated. The determination that the termination is for Cause shall be made by the Parent's Board in its sole discretion. View More