Cause

Example Definitions of "Cause"
Cause. Any of the following with respect to a Participant: (i) The Participant's continued failure, in a material way, to perform his or her responsibilities to the Corporation or a Subsidiary, after demand for substantial performance has been given by the Board, any officer of the Corporation to whom the Participant reports or any higher level officer that specifically identifies how the Participant has not substantially performed his or her responsibilities; provided, however, that following a... Change in Control, in order to terminate a Participant's employment under this Section 2(d)(i), such failure must be determined to be willful. A Participant's failure to perform under this Section 2(d)(i) does not, however, include failure resulting from the Participant's incapacity due to mental or physical illness or injury or from any permitted leave required by law or any failure after the Participant gives notice of termination for Good Reason or the Corporation gives notice of termination other than for Cause or Disability. (ii) The Participant's violation of the Code of Conduct and Interpretative Guidance of the Corporation or any rule or regulation governing the conduct of the Corporation's business or the Participant's employment with the Corporation. (iii) The Participant's conviction of, or plea of guilty or nolo contendere to, a crime (other than a minor traffic offense). (iv) The Participant being subject to the prohibitions of Section 19(a)(1) of the Federal Deposit Insurance Act or any similar statute, rule or regulation. (v) The Participant's fraud or material dishonesty in connection with the business of the Corporation or any of its Subsidiaries, including but not limited to, the Participant taking actions or failing to take actions in a manner intending to result in personal gain at the expense of the Corporation or any of its Subsidiaries. (vi) The Participant's breach of his or her fiduciary duties to the Corporation or any of its Subsidiaries. For this definition, no act or omission by a Participant will be "willful" unless it is made by the Participant in bad faith or without a reasonable belief that such act or omission was in the best interests of the Corporation and its Subsidiaries and any act or omission by a Participant based on authority given pursuant to a resolution duly adopted by the Board or the HRCC, on the advice of counsel for the Corporation or on the instruction of any officer of the Corporation to whom the Participant reports or any higher level officer will be deemed made in good faith and in the best interests of the Corporation. View More Arrow
Cause. That, in the reasonable determination of the Company, Executive: (i) has committed an act of fraud, embezzlement or dishonesty in connection with Executive's employment, or has intentionally committed some other illegal act that has, or may be reasonably expected to have, a material adverse impact on the Company or any successor or parent or subsidiary thereof; (ii) has been convicted of, or entered a plea of "guilty" or "no contest" to, a felony, or to any crime involving moral turpitude,... which causes or may reasonably be expected to cause substantial economic injury to or substantial injury to the reputation of the Company or any successor or parent or subsidiary thereof; (iii) has made any unauthorized use or disclosure of confidential information or trade secrets of the Company or any successor or parent or subsidiary thereof that has, or may reasonably be expected to have, a material adverse impact on any such entity; (iv) has materially breached a Company policy, materially breached the provisions of this Agreement, or has committed any other intentional misconduct that has, or may be reasonably expected to have, a material adverse impact on the Company or any successor or parent or subsidiary thereof, or (v) has intentionally refused or intentionally failed to act in accordance with any lawful and proper direction or order of the Board or the appropriate individual to whom Executive reports; provided such direction is not materially inconsistent with Executive's customary duties and responsibilities. View More Arrow
Cause. For termination by the Company or any of its subsidiaries of the Optionee's employment means the occurrence of any one of the following: (i) the Optionee's substantial, willful failure or refusal to perform the duties or render the services reasonably assigned to the Optionee by the Company or any of its subsidiaries other than resulting from the Optionee's incapacity due to physical or mental illness, (ii) a conviction, guilty plea or plea of nolo contendere of the Optionee for any felony,... (iii) the willful engaging by the Optionee in misconduct that is demonstrably and materially injurious to the Company or any of its subsidiaries, monetarily or otherwise, (iv) a material violation by the Optionee of the corporate governance board guidelines or code of ethics of the Company or any of its subsidiaries, (v) a material violation by the Optionee of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule or regulation, or (vi) the repeated use of alcohol by the Optionee that materially interferes with his or her duties, the use of illegal drugs by the Optionee, or a violation by the Optionee of the drug and/or alcohol policies of the Company or any of its subsidiaries. No act or omission on the Optionee's part shall be considered "willful" unless it is done or omitted in bad faith or without the Optionee's reasonable belief that the action or omission was in the best interests of the Company or any of its subsidiaries. View More Arrow
Cause. Company's Board of Directors (the "Board") has reasonably determined in good faith that any one or more of the following has occurred: (i) the Executive shall have been convicted of, or shall have pleaded guilty or nolo contendere to, any felony; (ii) the Executive shall have willfully failed or refused to carry out the reasonable and lawful instructions of the Board (other than as a result of illness or disability) concerning duties or actions consistent with the Executive's then current... position in a timely manner and otherwise in a manner reasonable acceptable to the Board and such failure or refusal shall have continued for a period of ten (10) days following written notice from the Board describing such failure or refusal in reasonable detail; (iii) the Executive shall have breached any material provision of his confidentiality and assignment of inventions agreement; or (iv) the Executive shall have committed any material fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or other act of dishonesty against the Company. View More Arrow
Cause. (i) Executive's failure to perform Executive's duties or responsibilities to the Company Group or deliberate violation of a Company Group policy, including but not limited to those relating to insider trading or sexual harassment; (ii) Executive's commission of any act of fraud, embezzlement, dishonesty or any other misconduct; (iii) unauthorized use or disclosure by Executive of any proprietary information or trade secrets of the Company Group or any other party to whom Executive owes an... obligation of nondisclosure as a result of Executive's relationship with the Company Group; (iv) Executive's breach of any of Executive's obligations under any written agreement or covenant with the Company Group, including this Agreement and the Proprietary Information and Inventions Agreement; or (v) Executive's violation of any federal or state law or regulation applicable to the business of the Company Group. View More Arrow
Cause. The occurrence of any of the following: Executive's (i) gross negligence or willful misconduct in the performance of his or her duties; (ii) commission of any act of fraud or material dishonesty with respect to the Company; (iii) conviction of, or plea of guilty or "no contest" to, a felony or a crime of moral turpitude or dishonesty; (iv) material breach of any proprietary-information and inventions agreement with the Company or any other unauthorized use or disclosure of the Company's... confidential information or trade secrets and (v) repeated failure to perform duties reasonably assigned to him or her. View More Arrow
Cause. Any of the following: (a) Executive's conviction of a felony or any other crime involving moral turpitude (whether or not involving Vishay and/or its subsidiaries); (b) any act or failure to act by Executive involving dishonesty, fraud, misrepresentation, theft or embezzlement of assets from Vishay and/or its subsidiaries; or (c) Executive's (i) willful and repeated failure to substantially perform his duties under this Agreement (other than as a result of total or partial incapacity due to... physical or mental illness or injury) or (ii) willful and repeated failure to substantially comply with any policy of Vishay and/or its subsidiaries applicable to Executive; provided, however, that a termination pursuant to this clause (c) will not become effective unless Executive fails to cure such failure to perform or comply within twenty (20) days after written notice thereof from Vishay Americas. For avoidance of doubt, a termination due to Disability will not constitute a termination without Cause. View More Arrow
Cause. The Participant's (i) commission of an act of fraud, embezzlement or theft in connection with the Participant's employment, (ii) commission of intentional wrongful damage to property of the Company or an Affiliate, (iii) failure to perform the material duties of employment after receipt of written notice from the Company or an Affiliate, or (iv) conviction of a felony (or plea of guilty or nolo contendere with respect thereto).
Cause. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, or in the absence of any such then-effective agreement or definition means, a Participant's (i) failure or refusal to perform satisfactorily the duties reasonably required of the Participant by the Company (other than by reason of Disability); (ii) act or acts of dishonesty intended to result in substantial gain or personal enrichment... of the Participant at the expense of Company or any Affiliate; (iii) being convicted of, or pleading guilty or no-contest to, a gross misdemeanor or any felony; (iv) breach of the Company's business conduct or ethics code or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company or any Affiliate that, in any case is willful and deliberate on the Participant's part and is materially injurious to Company or any Affiliate; or (v) unlawful conduct or gross misconduct that, in any case is willful and deliberate on Employee's part and is materially injurious to Company View More Arrow
Cause. If, in the reasonable judgment of the Board: (i) Participant commits fraud, theft or embezzlement against the Company or any Affiliate; (ii) Participant commits a felony or a crime involving moral turpitude; (iii) Participant refuses to execute or materially breaches the terms of the Company's Insider Trading Policy or FD/Media Policy as in effect from time-to-time, (iv) Participant breaches any of the terms of the Employment Agreement and fails to cure such breach within thirty (30) days after... the receipt of written notice of such breach from the Company; or (v) Participant engages in gross negligence or willful misconduct that causes harm to the business and operations of the Company or an Affiliate View More Arrow
All Definitions