Cause

Cause. As defined in Grantee's Employment Agreement.

Cause. Determined by a majority of the Board (excluding Employee if a Board member) and shall mean: (i) The willful failure, disregard or refusal by Employee to perform his duties as an employee of the Company; (ii) Any willful, intentional or grossly negligent act by Employee having the effect of injuring, in a material way (whether financial or otherwise), the business or reputation of the Company or any of its affiliates; (iii) Willful misconduct by Employee in respect of the duties or obligations... of Employee, including, without limitation, insubordination with respect to lawful directions received by Employee from the Company or the Board; (iv) Employee's conviction of any felony (including entry of a nolo contendere or no contest plea); (v) The determination by the Company, after a reasonable and good-faith investigation by the Company following a written allegation by another employee of the Company, that Employee personally engaged in some form of discrimination, harassment or retaliatory conduct prohibited by law (including, without limitation, discrimination based on race, color, religion, sex, national origin, age, disability or other status protected by law); (vi) Any violation of the Company's Code of Conduct (as it may be modified from time to time) or Insider Trading Policy or other similar policies that injures, or in the determination of the Board, has the potential to injure in a material way (whether financial or otherwise), the business or reputation of the Company or any of its affiliates that, if capable of being cured, is not cured by Employee within thirty (30) days after notice thereof is given to Employee by the Company; (vii) Any misappropriation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or felony); (viii) Breach by Employee of the Confidentiality and Assignment of Inventions Agreement entered into by and between Employee and the Company prior to the date hereof (the "Confidentiality and Assignment of Inventions Agreement"), that, if capable of being cured, is not cured by Employee within thirty (30) days after notice thereof is given to Employee by the Company; and (ix) Breach by Employee of any provision of this Agreement other than those contained in the Confidentiality and Assignment of Inventions Agreement, that, if capable of being cured, is not cured by Employee within thirty (30) days after notice thereof is given to Employee by the Company View More

Cause. Means: (i) Any act or omission constituting a material breach by the Executive of any provisions of this Agreement or constituting a material violation of the Company Policies; (ii) The willful failure by the Executive to perform the Executive's duties hereunder (other than any such failure resulting from the Executive's Disability), after demand for performance is delivered by the Company that identifies in reasonable detail the manner in which the Company believes the Executive has not... performed the Executive's duties, if, within 30 days of such demand, the Executive fails to cure any such failure that is capable of being cured; (iii) Any misconduct by the Executive that is materially injurious to any member of the Company Group, financial or otherwise, or any act of misappropriation, fraud including with respect to any member of the Company Group's accounting and financial statements, embezzlement or conversion by the Executive of the property of any member of the Company Group; (iv) The conviction (or plea of no contest) of the Executive for any felony; (v) The Executive's gross negligence, gross neglect of duties or gross insubordination; (vi) The Executive's commission of any violation of any antifraud provision of federal or state securities laws; or (vii) The Executive's alcohol or prescription or other drug abuse substantially affecting work performance. View More

Cause. (i) gross negligence or willful misconduct in the performance of a Participant's duties to Employer; (ii) a material and willful violation of any federal or state law by a Participant that if made public would injure the business or reputation of Employer; (iii) refusal or willful failure by a Participant to comply with any specific lawful direction or order of Employer or the material policies and procedures of Employer, including but not limited to Employer's Code of Business Conduct and... Inside Information and Securities Transactions policy, as well as any obligations concerning proprietary rights and confidential information of Employer; (iv) conviction (including a plea of nolo contendere) of a Participant of a felony, or of a misdemeanor that would have a material adverse effect on Employer's goodwill if such Participant were to be retained as an employee of Employer; or (v) substantial and continuing willful refusal by a Participant to perform duties ordinarily performed by an employee in the same position and having similar duties as such Participant; in each case as reasonably determined by the Committee or the Board of Directors of Company or Employer or the successor to Company or Employer. View More

Cause. (a) Cause means (i) willful malfeasance of Executive that has a material adverse effect on the Company or the Employer; (ii) substantial and continuing willful refusal by Executive to perform duties ordinarily performed by an employee in the same position and having similar duties as Executive; (iii) conviction of Executive of a felony, or of a misdemeanor that would have a material adverse effect on the goodwill of the Company or the Employer if Executive were to be retained as an employee of... the Company or the Employer; or (iv) willful failure of Executive to comply with material policies and procedures of the Company or the Employer, including but not limited to the Lumentum Code of Business Conduct and Policy Regarding Inside Information and Securities Transactions. Except in the case of a felony conviction under subsection (iii) above, if the act or failure to act which is the basis for a decision by the Board to terminate Executive's employment for Cause is such that it is susceptible to cure, the Board shall provide Executive notice that it intends to terminate Executive's employment for Cause, specifying the particular act or failure to act and providing Executive with fifteen (15) days following such notice to cure such act or failure to act to the satisfaction of the Board. View More

Cause. Means, in the case of a particular Award, unless the applicable Award Agreement states otherwise, (i) the Company or an Affiliate having cause to terminate a Participant's employment or service, as defined in any employment or consulting agreement or similar document or policy between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement, document or policy (or the absence of any definition... of Cause contained therein), (A) a continuing material breach or material default (including, without limitation, any material dereliction of duty) by Participant of any agreement between the Participant and the Company, except for any such breach or default which is caused by the physical disability of the Participant (as determined by a neutral physician), or a continuing failure by the Participant to follow the direction of a duly authorized representative of the Company; (B) gross negligence, willful misfeasance or breach of fiduciary duty by the Participant; (C) the commission by the Participant of an act of fraud, embezzlement or any felony or other crime of dishonesty in connection with the Participant's duties; or (D) conviction of the Participant of a felony or any other crime that would materially and adversely affect: (i) the business reputation of the Company or (ii) the performance of the Participant's duties to the Company. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. View More

Cause. (i) theft, dishonesty or falsification of any employment or Company records; (ii) malicious or reckless disclosure of the Company's confidential or proprietary information; (iii) commission of any immoral or illegal act or any gross or willful misconduct, where the Board reasonably determines that such act or misconduct has (A) seriously undermined the ability of the Company's Board or management to entrust Executive with important matters or otherwise work effectively with Executive, (B)... contributed to the Company's loss of significant revenues or business opportunities, or (C) significantly and detrimentally effected the business or reputation of the Company or any of its subsidiaries; and/or (iv) the failure or refusal by Executive to follow the reasonable and lawful directives of the Board, provided such failure or refusal continues after Executive's receipt of reasonable notice in writing of such failure or refusal and an opportunity to correct the problem. Notwithstanding the foregoing, "Cause" shall not exist where any of the foregoing are due to Executive's physical or mental disability. View More

Cause. Means, with respect to either Stockholder: (i) fraud, embezzlement or misappropriation of funds involving assets of the Buyer, the Parent or any of their respective customers, suppliers or affiliates; (ii) being convicted of any felony or any other criminal offense which adversely affects such Stockholder's ability to perform his employment duties with the Buyer or the reputation of the Buyer or the Parent; (iii) gross misconduct in connection with his employment with the Buyer; (iv) material... breach of the terms of such Stockholder's Non-Compete Agreement; (v) material failure to perform satisfactorily such Stockholder's services for the Buyer or to comply with the Buyer's written policies or rules, which material failure remains uncured for a period of thirty (30) days after such Stockholder has been notified in writing by the Buyer of such material failure; (vi) a breach of fiduciary duties owed to the Buyer; (vii) misappropriation of any business opportunity for the Buyer, the Parent or their respective affiliates; or (viii) the making of disparaging statements about the Buyer, the Parent or their respective affiliates, which disparaging statements are damaging to the reputation or business of the Buyer, the Parent or their respective affiliates. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) a majority, plus at least one, of the members of the Company's Board of Directors, excluding Executive, determining that (a) Executive has committed an act of fraud against the Company, or (b) Executive has committed an act of malfeasance, recklessness or gross negligence against the Company that is materially injurious to the Company or its customers; or (ii) Executive materially breaching the terms of this... Agreement; or (iii) Executive's indictment for, or conviction of, or pleading no contest to, a felony or a crime involving Executive's moral turpitude. Notwithstanding the foregoing, clauses (i) – (iii) shall not constitute "Cause" unless and until the Company has: (x) provided Executive, within 60 days of any Company director's knowledge of the occurrence of the facts and circumstances underlying such Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (y) provided Executive with an opportunity to cure the same (if curable) within 30 days after the receipt of such notice. View More

Cause. For the Company (or any acquirer or successor in interest thereto) to terminate your employment shall exist if any of the following occurs: (i) your conviction (including a guilty plea or plea of nolo contendere) of any indictable offence or any other crime involving fraud, dishonesty or moral turpitude; (ii) your commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company Group that results (or could reasonably be expected to... result) in material harm or injury to the business or reputation of the Company or the Company Group; (iii) your material violation of any contract or agreement between you and the Company Group, or of any Company Group policy, or of any statutory duty you owe to the Company Group; (iv) your conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company or the Company Group; provided, however, that the action or conduct described in this clause (iv) will constitute "Cause" only if such action or conduct continues after the Board has provided you with written notice thereof and 30 days' opportunity to cure the same, except that the Board is not obligated to provide such written notice and opportunity to cure if the action or conduct is not reasonably susceptible to cure; or PRONAI THERAPEUTICS, INC. OFFER LETTER - 7 (v) any other conduct or circumstance that would amount to just cause at common law. The determination that a termination is for Cause shall be made in good faith by the Board in its sole discretion. View More