Cause

Cause. For purposes of this Agreement, "Cause" means (i) Executive's material failure to reasonably perform the duties assigned to him by the Company's President and Chief Executive Officer, or his delegate (ii) Executive's act of material personal dishonesty in connection with his responsibilities as an employee and intended to result in Executive's substantial personal enrichment, (iii) Executive being convicted of, or pleading no contest or guilty to, (A) a misdemeanor that has had or will have a... material detrimental effect on the Company, or (B) any felony, (iv) Executive's willful act that constitutes gross misconduct, or (v) Executive's material violation of any material Company employment policy or standard of conduct that has been provided or made available to Executive in writing. For avoidance of doubt, a termination of Executive's employment with the Company due to Executive's death or disability will not be deemed a termination by the Company without Cause. View More

Cause. Any of the following (i) conviction of the Executive by a court of competent jurisdiction of any felony or a crime involving dishonesty; (ii) the Executive's grossly negligent or willful and material breach of the Executive's duties and responsibilities; (iii) the Executive's willful and material misconduct in the performance of Executive's duties; (iv) the Executive's failure to comply with any lawful instruction or directive of the Board or; (v) the Executive's willful and material breach of... the Employment Covenants Agreement. An event described in (ii)—(v) above shall not be treated as "Cause" until after the Executive has been given written notice of such event, failure or conduct and the Executive fails to cure such event, failure, conduct or breach, if curable, within thirty (30) days from such written notice. In any event, the Executive shall not be deemed to have been terminated for Cause unless the Company shall have given a reasonable opportunity to Executive to appear before the Board to request reconsideration. Failure of the Company to meet financial or performance targets or goals shall not be deemed to be a breach pursuant to subsections (ii), (iii) or (iv) above View More

Cause. A termination for 'Cause' shall mean that, prior to termination of service as a Director of the Company, the Grantee shall have: (i) been convicted of, or pleaded nolo contendere to, a criminal violation, in each case, involving fraud, embezzlement or theft in connection with the Grantee's duties or in the course of the Grantee's service as a Director of the Company (or the Successor, if applicable); (ii) committed intentional wrongful damage to property of the Company (or the Successor, if... applicable); (iii) committed intentional wrongful disclosure of secret processes or confidential information of the Company or any Company subsidiary (or the Successor, if applicable); or (iv) committed intentional wrongful engagement in any of the activities set forth in any confidentiality, non-competition or non-solicitation arrangement with the Company or any Company subsidiary (or the Successor, if applicable) to which the Grantee is a party; and, in each case, any such act shall have been demonstrably and materially harmful to the Company (or the Successor, if applicable). For purposes of this Agreement, no act or failure to act on the part of the Grantee will be deemed 'intentional' if it was due primarily to an error in judgment or negligence, but will be deemed 'intentional' only if done or omitted to be done by the Grantee not in good faith and without reasonable belief that the Grantee's action or omission was in the best interest of the Company (or the Successor, if applicable). View More

Cause. Will have the meaning ascribed to such term in any written agreement between you and the Company defining such term and, in the absence thereof, such term shall have the meaning provided in the 2014 Plan.

Cause. Has the same meaning as in the Change in Control Severance Agreement (as defined in Section 1(d), unless otherwise specified.

Cause. As defined in the Participant's applicable employment or severance agreement with the Company if such an agreement exists and contains a definition of Cause, or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause means (i) the willful fraud or material dishonesty of the Participant in connection with the performance of the Participant's duties to the Company, the Partnership or any Subsidiary; (ii) the deliberate or intentional failure by the... Participant to substantially perform the Participant's duties to the Company, the Partnership or any Subsidiary (other than the Participant's failure resulting from his or her incapacity due to physical or mental illness) after a written notice is delivered to the Participant by the Company, which demand specifically identifies the manner in which the Company believes the Participant has not substantially performed his or her duties; (iii) willful misconduct by the Participant that is materially detrimental to the reputation, goodwill or business operations of the Company, the Partnership or any Subsidiary; (iv) willful disclosure of the Company's, the Partnership's or any Subsidiary's confidential information or trade secrets; (v) a material breach of the terms of this Agreement or the Plan; or (vi) the conviction of, or plea of nolo contendere to a charge of commission of a felony or crime of moral turpitude by the Participant. For purposes of this definition, no act or failure to act will be considered "willful," unless it is done or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of the Company, the Partnership or any Subsidiary. View More

Cause. Termination for 'Cause' means a termination of your employment by the Company based on your (i) commission of a crime (other than a vehicular misdemeanor), (ii) intentional commission of damage to property of the Company or any of its affiliates that causes material harm to the Company or any of its affiliates, (iii) material breach of Section 8, (iv) misconduct that materially damages or injures the Company or any of its affiliates, or (v) gross negligence in the performance of, or your... willful failure to perform, your duties and responsibilities. Notwithstanding the foregoing, during the Protected Period, a termination for Cause shall not be effectuated (A) pursuant to clauses (i), (iv), or (v) of this Section 3(a) (except that your employment may be terminated for Cause during the Protected Period pursuant to clause (i) if you have been convicted of a criminal violation involving fraud, embezzlement or theft in connection with your duties or in the course of your employment with the Company and its affiliates), (B) unless the act giving rise to termination shall have been demonstrably and materially harmful to the Company, and (C) unless there shall have been delivered to you a copy of a resolution duly adopted by the affirmative vote of a majority of the Board of Directors of the Company (or of the parent entity that is a successor to the Company) (the 'Board') then in office at a meeting of the Board called and held for such purpose, after reasonable notice to you and an opportunity for you, together with your counsel (if you choose to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, you have committed an act constituting Cause as defined in this Agreement and specifying the particulars thereof in detail (nothing herein shall be construed to limit your right to contest the validity or propriety of any such determination). For purposes of this Agreement, no act or failure to act on your part shall be deemed 'intentional' if it was due primarily to an error in judgment or negligence, but shall be deemed 'intentional' only if done or omitted to be done by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. View More

Cause. Termination for 'Cause' means a termination of your employment by the Company based on your (i) commission of a crime (other than a vehicular misdemeanor), (ii) intentional commission of damage to property of the Company or any of its affiliates that causes material harm to the Company or any of its affiliates, (iii) material breach of Section 7, (iv) misconduct that materially damages or injures the Company or any of its affiliates, or (v) gross negligence in the performance of, or your... willful failure to perform, your duties and responsibilities. For purposes of this Agreement, no act or failure to act on your part shall be deemed 'intentional' if it was due primarily to an error in judgment or negligence, but shall be deemed 'intentional' only if done or omitted to be done by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. View More

Cause. (a) if the Participant is a party to a Service Agreement, and "Cause" is defined therein, such definition, or (b) if the Participant is not party to a Service Agreement that defines "Cause," Cause shall mean, (i) the continued failure by the Participant to substantially perform the Participant's duties with the Employer after written notification by the Employer of such failure; (ii) conduct by the Participant which would reasonably be expected to result in material injury or reputation harm to... the Employer; (iii) conduct by the Participant constituting a material act of misconduct in the performance of his or her duties; (iv) the material violation by the Participant of the Company's Code of Business Conduct and Ethics, as in effect on the Grant Date and as subsequently changed from time to time; or (v) the commission by the Participant of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty or fraud. View More

Cause. (i) a material breach by the Executive of his or her duties and responsibilities (other than as a result of incapacity due to physical or mental illness) without reasonable belief that such breach is in the best interests of the Company; (ii) any act that would prohibit the Executive from being employed by the Company and its Affiliates (including, for the avoidance of doubt, Synchrony Bank) pursuant to the Federal Deposit Insurance Act of 1950, as amended, or other applicable law; (iii) the... commission of or conviction in connection with a felony or any act involving fraud, embezzlement, theft, dishonesty or misrepresentation; or (iv) any gross or willful misconduct, any violation of law or any violation of a policy of the Company or any of its Affiliates by the Executive that results in or could result in loss to the Company or any of its Affiliates, or damage to the business or reputation of the Company or any of its Affiliates, as determined by the Committee. View More