Cause

Cause. You shall have committed: (i) an intentional act of fraud, embezzlement or theft in connection with your duties or in the course of your employment with Colfax, a Successor, or the Spin Company· (ii) intentional wrongful damage to property of Colfax, a Successor, or the Spin Company; (iii) intentional wrongful disclosure of secret processes or confidential information of Colfax, a Successor, or the Spin Company; (iv) an act or omission resulting in conviction of a criminal offense (other than... minor traffic offenses); (v) intentional wrongful engagement in any competitive activity which would constitute a material breach of the duty of loyalty; or (vi) any such act which shall have been materially harmful to Colfax, a Successor, or the Spin Company taken as a whole. View More

Cause. With respect to any Participant (a) has the meaning in such Participant's employment agreement, or (b) if such Participant is not a party to an employment agreement, it means any of the following (i) willfully damaging the property, business, reputation or goodwill of the Company or any Affiliate; (ii) conviction of, or plea of nolo contendere with respect to, a felony; (iii) committing a crime of dishonesty, including theft, dishonesty, fraud or embezzlement; (iv) willfully neglecting the... duties to be performed by Participant in connection with his employment or service with the Company or any Affiliate which is not the result of illness or accident; (v) sexually harassing, or discriminating against (based upon a protected classification), any other employee of the Company or any Affiliate or creating a hostile work environment for other employees of the Company or any Affiliate; (vi) failing for any reason to correct, cease or otherwise alter any insubordination, failure to comply with instructions or other act or omission that in the opinion of the Board adversely affects the Company's or any Affiliate's business or operations; or (vii) a breach of any of the material terms of Participant's employment agreement or any noncompetition agreement between the Participant and the Company or any Affiliates. As to the matters listed in clauses (iv), (v), (vi) and (vi), Cause shall exist only if Participant fails to cure (if such action, inaction or circumstance is curable) as promptly as possible (not to exceed 10 days) following Participant's receipt of written notice from the Company or any affiliate describing such matter in reasonable detail; provided, however, that if Participant has previously received written notice for a substantially similar matter that otherwise constitutes Cause, then, even if Participant cured the matter following the prior written notice, Participant shall not have a right to notice and cure a second time for the substantially similar matter. View More

Cause. (i) indictment for, conviction of, or pleading nolo contendere to, a felony or a crime involving fraud, misrepresentation, or moral turpitude (excluding traffic offenses other than traffic offenses involving the use of alcohol or illegal substances), (ii) fraud, dishonesty, theft, or misappropriation of funds in connection with the Executive's duties with the Company and its subsidiaries, (iii) material violation of the Company's Code of Conduct or written employment policies, as in effect from... time to time, (iv) gross negligence or willful misconduct in the performance of the Executive's duties with the Company and its subsidiaries, or (v) a breach of any written confidentiality, nonsolicitation, or noncompetition covenant with the Company or an Affiliate, in each case as determined in the sole discretion of the Company View More

Cause. Means (i) an act of personal dishonesty taken by a Participant in connection with his or her responsibilities as a Service Provider and intended to result in personal enrichment of the Participant, (ii) a Participant being convicted of a felony, (iii) a willful act by a Participant which constitutes gross misconduct and which is injurious to the Company, or (iv) following delivery to a Participant of a written demand for performance from the Company which describes the basis for the Company's... reasonable belief that the Participant has not substantially performed his duties, continued violations by the Participant of his or her obligations to the Company which are demonstrably willful and deliberate on the Participant's part. View More

Cause. Will have the meaning ascribed to such term in any written agreement between the Grantee and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Grantee, the occurrence of any of the following events: (a) Grantee's unauthorized misuse of the Company's trade secrets or proprietary information; (b) Grantee's conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (c) Grantee's committing an act of fraud... against the Company; or (d) Grantee's gross negligence or willful misconduct in the performance of his or her duties that has had or is likely to have a material adverse effect on the Company. For the purposes of this definition, the term "Company" will be interpreted to include any Subsidiary, Parent or Affiliate of the Company, as appropriate View More

Cause. With respect to the termination by the Company or a Related Entity of a Grantee's Continuous Service, that such termination is for "Cause" as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or, in the absence of such then-effective written agreement and definition, the Grantee's: (i) failure to perform duties (other than as a result of death or Disability) as are reasonably requested by the... Company, provided such requested duties are not inconsistent with the duties of the Grantee's job position, after written notice and a 10-day opportunity to cure (if curable); (ii) willful misconduct, gross negligence or reckless disregard of the Grantee's duties or of the interest or property of the Company or any Related Entity; (iii) intentional disclosure to an unauthorized person of confidential information or trade secrets; (iv) act of fraud against, misappropriation from, or dishonesty to either the Company or a Related Entity or any other party or engaging in conduct that has, or could reasonably be expected to have, an adverse impact on the reputation or business of the Company or any Related Entity, or that results in his improper gain or personal enrichment to the detriment of the Company or any Related Entity; or (v) commission of a felony or a lesser crime involving dishonesty, fraud, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion; or other crime involving moral turpitude. View More

Cause. The Executive's (i) willful misconduct or gross negligence which causes material harm to the Company; (ii) fraud, embezzlement or willful other material dishonesty with respect to the affairs of the Company or any of its Affiliates; (iii) conviction, plea of nolo contendere, guilty plea, or confession to either a felony or any lesser crime relating to the affairs of the Company or any of its affiliates or of which fraud, embezzlement, or moral turpitude is a material element; or (iv) a willful... material breach of this Agreement or a willful breach of a fiduciary duty owed to the Company. View More

Cause. (i) any act of dishonesty taken by the Covered Person in connection with his or her responsibilities as an employee and intended to result in substantial personal enrichment of the Covered Person (including but not limited to any acts of fraud, serious dereliction of fiduciary obligation, and embezzlement or misappropriation of funds, regardless of whether the embezzlement or misappropriation involves funds or assets of the Company or a third party), (ii) the conviction of a felony, , plea of... guilty or nolo contendere, to a felony charge or any criminal act involving moral turpitude, or participation in criminal activity which, if prosecuted, would qualify as a felony or crime involving moral turpitude, (iii) a willful act by the Covered Person which constitutes gross misconduct and which is injurious to the Company or reasonably likely to result in harm to the Company or to bring the Company into disrepute, (iv) an unauthorized disclosure of confidential information belonging to the Company, or entrusted to the Company by a client, customer, or other third party, (v) reporting to work or a work-related function under the influence of drugs or alcohol (other than prescription medicine or other medically-related drugs to the extent that they are taken in accordance with their directions) during the performance of Grantee's duties to the Company, (vi) a material violation of any Company rule, regulation or policy,, and (vii) a refusal to substantially perform the Covered Person's duties to the Company. View More

Cause. Any of the following: (i) the Eligible Individual's failure to perform (other than due to Disability or death) the duties of the Eligible Individual's position (as they may exist from time to time) to the reasonable satisfaction of the Company or any of its Affiliates, (ii) any act of fraud or dishonesty committed by the Eligible Individual against or with respect to the Company or any of its Affiliates or customers as shall be reasonably determined to have occurred by the Administrator, ... (iii) the Eligible Individual's conviction or plea of no contest to a crime that negatively reflects on the Eligible Individual's fitness to perform the Eligible Individual's duties or harms the Company's or any of its Affiliates' reputation or business, (iv) the Eligible Individual's willful or gross misconduct, moral turpitude, or breach of fiduciary duty that may be or is injurious to the Company or any of its Affiliates, or (v) the Eligible Individual's violation of a material policy of the Company or any of its Affiliates. View More

Cause. The Executive's (i) misconduct which is reasonably deemed to be prejudicial to the interest of the Company, (ii) utilization or disclosure of confidential information of the Company (or of any other entity learned in the course of his/her job) for reasons unrelated to his/her employment with the Company, (iii) willful failure to perform the material duties of his/her job, (iv) fraud in connection with the business affairs of the Company regardless of whether said conduct is designed to defraud... the Company or otherwise, (v) violation of the code of conduct or material policies of the Company, including any written policies related to discrimination, harassment, performance of illegal or unethical activities, ethical misconduct and conflicts of interest, (vi) violation of any fiduciary duty owed to the Company, or (vii) conviction of, or plea of no contest or guilty to, a felony or other crime involving moral turpitude; provided that a termination of the employment of the Executive for Cause shall be made by delivery to the Executive of a copy of a resolution duly adopted by the affirmative vote of not less than a three-fourths majority of the non-employee directors of the Company or of the ultimate parent of the entity which caused the Change in Control (if the Company has become a subsidiary) at a meeting of such directors called and held for such purpose, after thirty (30) days prior written notice to the Executive specifying the basis for such termination and the particulars thereof and a reasonable opportunity for the Executive to cure or otherwise resolve the behavior in question prior to such meeting, finding that in the reasonable judgment of such directors, the conduct or event set forth in any of clauses (i) through (vii) above has occurred and that such occurrence warrants the Executive's termination View More