Cause

Cause. Any of the following: (i) a material breach by a Participant of his or her contractual obligations to TriVascular concerning his or her employment or TriVascular's written policies; (ii) gross negligence, serious misconduct or a material failure by a Participant in connection with the discharge of his or her duties or otherwise relating to his or her employment by TriVascular; (iii) a Participant's use of drugs or alcohol in such a manner as to materially interfere with the performance of his... or her duties; or (iv) the Participant's conviction of, or a plea of no contest to, a felony or misdemeanor involving moral turpitude. View More

Cause. Shall mean means the occurrence or existence of any of the following (a) with respect to a Distributee who is an employee of the Company or any of its subsidiaries, as determined in good faith by the Company: (i) in the case of a Distributee whose employment with the Company is subject to the terms of an employment agreement which includes a definition of 'Cause,' the meaning set forth in such employment agreement during the period that such employment agreement remains in effect, and (ii) in... all other cases (A) a material breach of such Distributee's obligations under any employment or other agreement with the Company; (B) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against the Company or any of its Affiliates; or (C) conviction of a felony or any crime involving moral turpitude, and (b) with respect to a Distributee who is a director of the Company or ESH REIT, the removal of such Distributee as a director from the board of directors of the Company or ESH REIT, as applicable, for cause View More

Cause. Means: (i) Executive's conviction of, or plea of "no contest" to, a felony; (ii) Executive's willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company; or (iii) Executive's material breach of any provision of this Agreement, which breach has not been cured in all material respects within twenty (20) days after the Company gives notice thereof to Executive.

Cause. With respect to a particular Participant, that the Participant committed, or there has occurred, one or more of the following: (a) conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that the Participant has committed a felony under the laws of the United States or of any state of a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the... expense of the Company; (b) material breach of any agreement entered into between the Participant and the Company that impairs the Company's interest therein; (c) willful misconduct, or gross neglect by such Participant of his or her duties, if such conduct is not cured within seven (7) days of the Participant's receipt of written notice (provided that such conduct can reasonably be cured); (d) an unauthorized use or disclosure of the Company's confidential information or trade secrets; or (e) engagement in any activity that constitutes a material conflict of interest with the Company. The Participant's death or physical or mental disability shall also constitute Cause for termination hereunder. Cause to terminate employment based on the Participant's physical or mental disability shall exist if any illness, disability or other incapacity renders the Participant physically or mentally unable to regularly perform his or her duties hereunder for a period in excess of sixty (60) consecutive days or more than ninety (90) days in any consecutive twelve (12) month period. The Administrator shall make a good faith determination of whether the Participant is physically or mentally unable to regularly perform his or her duties, subject to its review and consideration of any physical and/or mental health information provided to it by the Participant. View More

Cause. The Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) The Executive's willful misconduct with regard to the Company that results in a significant adverse impact on the Company; provided that no act or failure to act on Executive's part will be considered "willful" unless done, or omitted to be done, by Executive not in good faith or without reasonable belief that his action or omission was in the best interests of the Company; (ii) The... Executive being indicted for, convicted of, or pleading nolo contendere to, a felony or intentional crime involving material dishonesty other than, in any case, vicarious liability or traffic violations; (iii) The Executive's conduct involving the use of illegal drugs; (iv) The Executive's failure to attempt in good faith (other than when absent because of physical or mental incapacity) to follow a lawful directive of the Board within ten (10) days after written notice of such failure; and/or (v) The Executive's breach of any provision contained in Sections 5 through 7, which continues beyond ten (10) days after written demand for substantial performance is delivered to Executive by the Company (to the extent that, in the reasonable judgment of the Board, such breach can be cured by Executive), so long as the breach (which shall be deemed to refer to all breaches in this paragraph) is (A) material and (B) results in a significant adverse impact on the Company. The Executive shall not be terminated for "Cause" unless reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board, and thereafter whether or not an event giving rise to "Cause" has occurred will be determined by the Board reasonably and in good faith; provided that any such determination by the Board shall be subject to de novo review by the arbitrator pursuant to Section 11(i) based on the facts thereof. View More

Cause. As to any Grantee who is party to an employment agreement with the Company or a Subsidiary, has the same meaning as set forth in such employment agreement. In the absence of such an employment agreement, "Cause" shall mean the Grantee (i) shall have been convicted, indicted for, or entered a plea of nolo contendere to, any felony or any other act involving fraud, theft, misappropriation, dishonesty, or embezzlement, (ii) shall have committed intentional and willful acts of misconduct that... materially impair the goodwill or business of the Company or cause material damage to its property, goodwill, or business, or (iii) shall have willfully refused to, or willfully failed to, perform in any material respect his or her duties, provided, however, that no such termination for Cause under clause (iii) shall be effective unless the Grantee does not cure such refusal or failure to the Company's reasonable satisfaction as soon as practicable after the Company gives the Grantee written notice identifying such refusal or failure (and, in any event, within ten (10) calendar days after receipt of such written notice). The determination as to whether "Cause" has occurred shall be made by the Committee, which shall have the authority to waive the consequences under the Plan of the existence or occurrence of any of the events, acts or commissions constituting "Cause." A termination for Cause shall be deemed to include a determination following termination of a Grantee's Service Relationship for any reason that circumstances existed prior to such termination sufficient for the Company or one of its Subsidiaries to have terminated such Grantee's Service Relationship for Cause. View More

Cause. For all purposes under this Agreement, 'Cause' is defined as (i) gross negligence or willful misconduct in the performance of the Option Holder's duties and responsibilities to the Company; (ii) commission of any act of fraud, theft, embezzlement, financial dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) conviction of, or pleading guilty or nolo contendere to, any felony or a lesser crime involving dishonesty or... moral turpitude; or (iv) material breach by the Option Holder of any obligations under any written agreement or covenant with the Company. View More

Cause. (i) your conviction of or plea of nolo contendere to any felony or any crime involving moral turpitude or dishonesty; (ii) your gross misconduct in the performance of your duties which is injurious to the Company; (iii) failure by you to substantially perform your material duties other than a failure resulting from your complete or partial incapacity due to physical or mental illness or impairment; (iv) your material breach of any agreement between you and the Company concerning the terms and... conditions of your employment with the Company; (v) your willful violation of a material Company employment policy (including, without limitation, any insider trading policy); or (vi) your 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 shall not be deemed to have occurred until Company has first provided you with written notice of the acts or omissions constituting the grounds for "Cause" under clause (iii) of this section and a cure period of thirty (30) days following the date of such notice. View More

Cause. Means the occurrence of any of the following events, as determined by the Board or a committee designated by the Board, in its sole discretion: (i) Executive's conviction of, or plea of nolo contendere to, any felony or any crime involving moral turpitude or dishonesty; (ii) Executive's participation in a fraud or material act of dishonesty against the Company or any Affiliate; (iii) Executive's willful and material breach of Executive's duties hereunder that is not cured within thirty (30)... days after Executive's receipt of written notice from the Board of such breach; (iv) Executive's intentional and material damage to the property of the Company or an Affiliate; (v) Executive's material breach of the Proprietary Information and Inventions Agreement; or (vi) Executive's failure to cooperate fully with the Company in connection with any and all existing or future litigation, arbitrations, mediations or investigations whether internal or brought by or against the Company or any of its Affiliates in which the Company reasonably deems Executive's cooperation is necessary or desirable. Notwithstanding the foregoing, prior to determining that "Cause" under this Section 10(b) has occurred, the Company shall (A) provide to Executive in writing, in reasonable detail, the reasons for the determination that such Cause exists, (B) other than with respect to clause (iii), above, which specifies the applicable period of time for Executive to remedy his or her breach, afford Executive a reasonable opportunity to remedy any such breach, unless the Board determines in good faith that such opportunity would be futile or result in material harm to the Company or its Affiliates, and (C) make any decisions that such Cause exists in good faith. View More

Cause. Or "for cause" shall mean a reasonable determination by the Company that Executive (i) acted unlawfully or with gross negligence; (ii) failed substantially to perform his duties or responsibilities or to follow any reasonable direction of the Company, after being given reasonable notice of such failure and an opportunity to cure such failure; (iii) willfully breached or neglected his duties hereunder; (iv) has been convicted of a felony or committed any act involving fraud or material... dishonesty, (v) violated the published policy or policies of the Company; (vi) violated any provisions of Sections 8 through 12 hereof or (vii) either took or failed to take actions which he knew would materially harm the interests of the Company. View More