Cause

Cause. Means (i) Executive's repeated failure, in the reasonable judgment of the Board, to substantially perform Executive's assigned duties or responsibilities as an employee, consultant, advisor, officer or director of the Company as directed or assigned by the Board (other than a failure resulting from the Executive's Disability) after written notice thereof from the Board to Executive describing in reasonable detail Executive's failure to perform such duties or responsibilities and Executive... having had the opportunity to address the Board, with counsel, regarding such alleged failures and Executive's failure to remedy same within 30 days of receiving written notice; (ii) Executive engaging in knowing and intentional illegal conduct that was or is materially injurious to the Company or its Affiliates; (iii) Executive's violation of a federal or state law or regulation directly or indirectly applicable to the business of the Company or its Affiliates, which violation was or is reasonably likely to be injurious to the Company or its Affiliates; (iv) Executive's material breach of the terms of any confidentiality agreement or invention assignment agreement between Executive and the Company (or any Affiliate of the Company); or (v) Executive being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its Affiliates. View More

Cause. That prior to any termination of employment, the Participant shall have committed: (i) any act or omission constituting a material breach by the Participant of any of his significant obligations to or agreements with the Company or the continued failure or refusal of the Participant to adequately perform the duties reasonably required by the Company which, in each case, is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the... Company, after notification by the Board of such breach, failure or refusal and failure of the Participant to correct such breach, failure or refusal within thirty (30) days of such notification (other than by reason of the incapacity of the Participant due to physical or mental illness); or (ii) any other willful act or omission which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company, and failure of the Participant to correct such act or omission within thirty (30) days after notification by the Board of any such act or omission (other than by reason of the incapacity of the Participant due to physical or mental illness); or (iii) the Participant is found guilty of, or pleads guilty or nolo contendere to, a felony or any criminal act involving fraud, embezzlement, or theft. For purposes of this Award Agreement, no act, or failure to act, on the Participant's part shall be deemed "willful" if done, or omitted to be done, by the Participant in good faith and with a reasonable belief that the Participant's action or omission was in the best interest of the Company. Any notification to be given by the Board in accordance with Section 16(a)(i) or 16(a)(ii) shall be in writing and shall specifically identify the breach, failure, refusal, act, omission or injury to which the notification relates and, in the case of Section 16(a)(i) or Section 16(a)(ii) shall describe the injury to the Company, and such notification must be given within twelve (12) months of the Board becoming aware of the breach, failure, refusal, act, omission or injury identified in the notification. Failure to notify the Participant within any such twelve (12) month period shall be deemed to be a waiver by the Board of any such breach, failure, refusal, act or omission by the Participant and any such breach, failure, refusal, act or omission by the Participant shall not then be determined to be a breach of this Award Agreement. For the avoidance of doubt and for the purpose of determining Cause, the exercise of business judgment by the Participant shall not be determined to be Cause, even if such business judgment materially injures the financial condition or business reputation of, or is otherwise materially injurious to the Company, unless such business judgment by the Participant was not made in good faith, or constitutes willful or wanton misconduct, or was an intentional violation of state or federal law. View More

Cause. Means conduct of Executive which is knowingly fraudulent, deliberately dishonest or willful misconduct.

Cause. Means a finding by the Board that any of the following has occurred: Eligible Employee's (1) fraud; (2) misappropriation of funds; (3) commission of a felony or of an act or series of acts which results in material injury to the business or reputation of the Company; (4) commission of a crime or act or series of acts involving moral turpitude; (5) commission of an act or series of repeated acts of dishonesty that are materially inimical to the best interests of the Company; (6) willful and... repeated failure to perform his or her duties, which failure has not been cured in all substantial respects within fifteen (15) days after the Company gives written notice thereof to Eligible Employee; or (7) breach of any material provision of any employment agreement between the Company and Eligible Employee, which breach has not been cured in all substantial respects within ten (10) days after the Company gives written notice thereof to Eligible Employee. View More

Cause. Shall mean (i) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from Disability or occurring after issuance by you of a Notice of Termination for Good Reason), after a demand for substantial performance is delivered to you that specifically identifies the manner in which the Company believes that you have not substantially performed your duties, and after you have failed to resume substantial performance of your... duties on a continuous basis within fourteen (14) calendar days after receiving such demand, (ii) you willfully engage in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) your having been convicted of (or pleaded nolo contendere to) a felony that impairs your ability substantially to perform your duties with the Company. In addition, your employment shall be deemed to have terminated for Cause if, within 12 months after your employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. The Company shall make any decision that Cause exists in good faith. For purposes of this Agreement, no act or failure to act on your part shall be considered "willful" 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 the Company or any successor or affiliate. Any act, or failure to act, on your part, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company or any successor or affiliate shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company or any successor or affiliate thereof. View More

Cause. Shall have the meaning ascribed thereto in the Taminco LTIP.

Cause. Means "Cause" as defined in Section 2(c)(iii)(A) of the Executive's Severance Agreement, dated April 16, 2007 (the "Severance Agreement").

Cause. Termination of Participant's employment for "cause" as defined in any employment or severance agreement the Participant may have with the Company or a Subsidiary or, if no such agreement exists, unless otherwise provided in a particular Award Agreement, "cause" means (a) conviction or pleading guilty or no contest to any crime (whether or not involving the Company or any of its Subsidiaries) constituting a felony or involving fraud, dishonesty or moral turpitude in the jurisdiction involved;... (b) engaging in any act which, in each case, subjects, or if generally known would subject, the Company or any of its Subsidiaries to public ridicule or embarrassment; (c) material violation of the Company's or any of its Subsidiaries' policies, including, without limitation, those relating to sexual harassment or the disclosure or misuse of confidential information; (d) serious neglect or misconduct in the performance of the Participant's duties for the Company or any of its Subsidiaries or willful or repeated failure or refusal to perform such duties; in each case as determined by the Committee, which determination will be final, binding and conclusive View More

Cause. For purposes of this Agreement, 'Cause' is defined as (i) Executive's conviction of or plea of nolo contendere to any felony or any crime involving moral turpitude or dishonesty; (ii) Executive's gross misconduct in the performance of Executive's duties which is injurious to the Company; (iii) failure by Executive to substantially perform Executive's material duties other than a failure resulting from the Executive's complete or partial incapacity due to physical or mental illness or... impairment; (iv) a material breach of any material agreement between Executive and the Company concerning the terms and conditions of Executive's employment with the Company; (v) Executive's willful violation of a material Company employment policy (including, without limitation, any insider trading policy); or (vi) Executive's willful commission of an act of fraud, breach of trust, or dishonesty including, without limitation, embezzlement, that results in material damage or harm to the business, financial condition, reputation or assets of the Company or any of its subsidiaries. Grounds for Cause pursuant to clause (iii) of this Section 10(a) shall not be deemed to have occurred until Company has first provided Executive with written notice of the acts or omissions constituting the grounds for 'Cause' under clause (iii) of this Section 10(a) and a cure period of 30 days following the date of such notice. View More

Cause. (i) the Executive's continued failure to follow reasonable directions of the Executive's supervisor, the Chief Executive Officer of the Company, or the Board for a period of thirty (30) days after the Company, the Executive's supervisor, the Chief Executive Officer of the Company or the Board has provided written notice to Executive specifying such directions; provided that the foregoing failure shall not be "Cause" if Executive in good faith believes that such direction is illegal and promptly... so notifies the Chief Executive Officer of the Company or the Board, (ii) intentional breaches by Executive (including breaches due to inaction) of one or more material duties of Executive or intentional failure to follow reasonable directions of the Executive's supervisor, the Chief Executive Officer of the Company, or the Board, in any case as to which written notice has been given; provided that neither an act nor a failure to act on Executive's part shall be considered "intentional" unless Executive has acted or failed to act with a lack of good faith and with a lack of reasonable belief that Executive's action or failure to act was in the best interest of the Company, (iii) Executive's conviction of, or the entering by Executive of a plea of guilty or nolo contendere to, a felony charge or a crime involving moral turpitude, (iv) Executive engaging in fraudulent activity (whether or not prosecuted), (v) any misconduct by Executive that has caused or is reasonably likely to cause a material financial loss to the Company, (vi) a material violation of any provision of any agreement between Executive and the Company or an affiliate or any other agreement or code to which Executive is subject, including this Agreement and the Company's Code of Business Conduct, (vii) receipt by Executive of any kickback, side payment, or rebate of any fee or expense paid by the Company or from any customer, vendor, or supplier of the Company, (viii) the use of illegal drugs, the persistent excessive use of alcohol, or engaging in any other activity that materially impairs Executive's ability to perform his duties hereunder or results in conduct bringing the Company or any affiliate into substantial public disgrace or disrepute, (ix) excessive absenteeism by Executive (other than any absenteeism related to a Disability), or (x) any act of gross negligence or any dishonesty (including misreporting of financial information) by Executive to the Company or an affiliate. Determination as to whether or not Cause exists for termination of Executive's employment will be made in good faith by the Board. View More