Cause

Cause. (a) the willful and continued failure by the optionholder to perform his or her duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness), as determined by the Company; or (b) any act of material misconduct (including insubordination) or the commission of any act of dishonesty or moral turpitude in connection with the optionholder's employment, as determined by the Company; or (c) the optionholder/participant's conviction or plea of nolo... contendere of a felony or a crime involving moral turpitude. View More

Cause. For purposes of this Agreement, "Cause" is defined as (i) Executive's failure, neglect, or refusal to perform in any material respect Executive's duties and responsibilities under this Agreement or to follow the lawful instructions of the Board (in each case, except where due to a Disability, sickness or illness); (ii) any act of Executive that has, or could reasonably be expected to have, the effect of injuring the business of the Company or its subsidiaries in any material respect; (iii)... Executive's conviction of, or plea of guilty or no contest to: (x) a felony or (y) any other criminal charge that has, or could be reasonably expected to have, an adverse impact on the performance of Executive's duties to the Company or otherwise result in material injury to the reputation or business of the Company or any of its subsidiaries; (iv) Executive's commission of an act of fraud or embezzlement against the Company or any of its Subsidiaries; (v) any material violation by Executive of the policies of the Company, including but not limited to those relating to sexual harassment or business conduct, and those otherwise set forth in the manuals or statements of policy of the Company, as may be amended from time to time; (vi) Executive's material violation of federal or state securities laws; (vii) Executive's unauthorized use or disclosure of any confidential or proprietary information or trade secrets of the Company, any of its affiliates or of any other party to whom Executive or the Company or its affiliates owes an obligation of nondisclosure or confidentiality; or (viii) Executive's material breach of this Agreement or material breach of Executive's Officer's Confidentiality and Invention Agreement. The Company shall not terminate Executive under clauses (i), (ii), (v) or (viii) of this Section 11(b) unless it first provides Executive with a notice describing in reasonable detail the circumstances alleged to constitute Cause and Executive fails to cure such circumstances within ten (10) days after such notice is provided. View More

Cause. Shall mean the occurrence of any of the following: i. Executive's gross and willful misconduct which is injurious to the Company; ii. Executive's engaging in fraudulent conduct with respect to the Company's business or in conduct of a criminal nature that may have an adverse impact on the Company's standing and reputation; iii. The continued and unjustified failure or refusal by Executive to perform the duties required of him by the Board of Directors (the "Board") of the Company, which failure... or refusal shall not be cured within fifteen (15) days following (A) receipt by Executive of written notice from the Board specifying the factors or events constituting such failure or refusal, and (B) a reasonable opportunity for Executive to correct such deficiencies; iv. Executive's use of drugs and/or alcohol in violation of then-current Company policy; or v. Executive's failure to devote, during the period of his employment with the Company, substantially all of his business time, attention, skill and efforts to the faithful performance of the duties required of him by the Board, which failure shall not be cured within fifteen (15) days after written notice thereof to Executive. View More

Cause. Means (i) gross negligence or willful misconduct in the performance of your duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in VIVUS, Inc. 351 E. Evelyn Ave., Mountain View, CA 94041 Tel 650-934-5200 www.vivus.com substantial and material damage to the Company or its subsidiaries, (ii) repeated unexcused absences from the Company, (iii) commission of any act of fraud with respect to the Company, or (v) conviction of a felony or a crime... involving moral turpitude and causing material harm to the standing and reputation of the Company, in each case as determined in good faith by the Company's Board of Directors (the "Board"). View More

Cause. The meaning given to such term in the Participant's employment agreement with the Company or an Affiliate, or if there is no such employment agreement that defines such term, "Cause" means: (a) the willful and continued failure of the Participant to perform the Participant's principal duties (other than any such failure resulting from vacation, leave of absence, or incapacity due to injury, accident, illness, or physical or mental capacity) as reasonably determined by the Committee in good... faith after the Participant has been given written, dated notice by the Committee specifying in reasonable detail the Participant's failure to perform and specifying a reasonable period of time, but in any event not less than twenty (20) business days, to correct the problems set forth in the notice; (b) the conviction of the Participant of, or a plea of guilty or nolo contendere by the Participant to, any misdemeanor involving moral turpitude or dishonesty or any felony; (c) illegal conduct or gross misconduct by the Participant which results in material and demonstrable damage to the business or reputation of the Company or an Affiliate; (d) gross negligence of the Participant resulting in material economic harm to the Company or an Affiliate; (e) the Participant's material violation of the Company's Code of Business Conduct and Ethics (or Code of Business Conduct and Ethics for the Chief Executive Officer and Senior Financial Officers, as applicable), or a similar policy of the Company and its Affiliates; or (f) a breach by the Participant of the provisions of Section 7 of the Plan. No act or omission on the part of a Participant shall be considered "willful" unless it is done by the Participant in bad faith or without reasonable belief that the Participant's action was in the best interests of the Company. Any act or omission based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel of the Company shall be conclusively deemed to be done by the Participant in good faith and in the best interests of the Company. View More

Cause. (i) fraud; (ii) misappropriation; (iii) embezzlement; (iv) gross negligence in the performance of duties; (v) self-dealing; (vi) dishonesty; (vii) misrepresentation; (viii) conviction of a crime of a felony; (ix) material violation of any Company policy; (x) material violation of the Company's Code of Ethics and Business Conduct or, (xi) in the case of an employee of a Company who is a party to an employment agreement with a Company, material breach of such agreement; provided that as to items... (ix), (x) and (xi), if capable of being cured, such event or condition remains uncured following 30 days written notice thereof. View More

Cause. Shall mean any of the following: (i) Executive's commission of an act of fraud, embezzlement or theft against the Company or its subsidiaries; (ii) Executive's conviction of, or plea of no contest to, a felony or crime involving moral turpitude; (iii) Executive's willful non-performance of material duties as an employee of the Company, which to the extent such failure can be fully cured, remains uncured for 30 days following Executive's receipt of written notice thereof; (iv) Executive's... material breach of any material agreement with the Company or any of its subsidiaries, including the Confidentiality and Non-Compete Agreement; (v) Executive's gross negligence, willful misconduct or any other act of willful disregard for the Company's or any of its subsidiaries' best interests; or (iv) Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's (or any of its affiliate's) premises. View More

Cause. Shall have the meaning set forth in the Wayne Farms, Inc. Management Incentive Plan

Cause. (i) the failure by a Member to perform any of the duties or responsibilities assigned to Member in connection with the Member's employment with the Buyer; or (ii) the failure of a Member to meet any performance goals or objectives established by Buyer or Parent for such Member from time to time; or (iii) the failure of Buyer to meet any financial projections, business plans, budgets or performance estimates as established for the Buyer in the Parent's business plan or financial projections; or... (iv) any breach by a Member of the terms of any Agreement entered into between the Member and the Buyer or the Parent; or (v) a Member's failure to comply with any valid and legal directive of the Buyer, the Parent's Chief Executive Officer or the Parent's Board; or (vi) a breach of a Member's fiduciary duties to the Buyer, the Parent or any of Parent's Subsidiaries; or (vii) misappropriation of any business opportunity; or (vi) dishonesty, fraud, embezzlement or misappropriation of funds involving assets of the Buyer, the Parent, or their customers, suppliers, or any of their affiliates; or (viii) indictment or charge of Employee by applicable governmental authorities with, or being convicted of, any criminal offense which adversely affects the Member's ability to perform his employment duties or the reputation of the Buyer or the Parent; or (ix) failure by the Executive to comply with the Company's written policies or rules, as they may be in effect from time to time; or (x) a Member making disparaging statements about the Buyer or the Parent, or its affiliates or subsidiaries or their business. View More

Cause. A termination of Executive following a Change in Control because of Executive's: (i) material act of dishonesty in performing Executive's duties on behalf of the Bank or incompetence in the performance of such duties; (ii) willful misconduct that in the judgment of the Board will likely cause economic damage to the Bank or injury to the business reputation of the Bank; (iii) breach of fiduciary duty involving personal profit; (iv) willful violation of any law, rule or regulation (other than... traffic violations or similar offenses) that reflect adversely on the reputation of the Bank, any felony conviction, any violation of law involving moral turpitude, or any violation of a final cease-and-desist order; or (v) material breach by Executive of any provision of this Agreement. Notwithstanding the foregoing, Executive's termination for Cause will not become effective unless the Bank has delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board, at a meeting of the Board called and held for the purpose of finding that, in the good faith opinion of the Board, Executive was guilty of the conduct described above. For purposes of this definition, no act or failure to act by the Executive shall be considered willful, unless done, or omitted to be done, by him not in good faith without a reasonable belief that his action or omission was in the best interest of the Bank. View More