Cause

Cause. The meaning set forth in the Participant's employment agreement with the Company or one of its Subsidiaries; or if no such definition exists at the time in question, means, with respect to a Participant, the occurrence of any of the following events: (i) dishonesty, fraud, embezzlement or theft by the Participant in any manner connected with the performance of the Participant's duties to the Company or any Subsidiary; (ii) the Participant's conviction of, or a pleading of guilty or nolo... contendere to any felony or to a misdemeanor involving moral turpitude; (iii) a material breach by the Participant or non-compliance with the terms and conditions of a written employment agreement between the Participant and the Company or any Subsidiary or of any non-solicitation, non-competition, and/or non-disclosure agreement with the Company or any Subsidiary; (iv) the Participant's failure for any reason, following thirty (30) days written notice thereof to the Participant of the need to correct, cease, or otherwise alter any failure to comply with reasonable instructions or other action or omission to act by the Participant which the Company reasonably believes is material and does or may adversely affect its business or operations; or (v) material misconduct by the Participant which, in the Company's reasonable judgment, is of such a nature that a likelihood exists that such misconduct will materially injure the reputation of the Company or its Subsidiaries if the Participant was to remain employed by the Company or any Subsidiary. The Committee shall in its discretion determine whether or not a Participant's employment is terminated with the existence of Cause. The Committee's determination shall, unless arbitrary and capricious, be final and binding on the Participant, the Company, its Subsidiaries, and all other affected persons. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or service at any time, and the term "Company" will be interpreted herein to include any Subsidiary or affiliate or successor thereto, if appropriate. Any determination by the Committee that the service of a Participant was terminated with or without the existence of Cause for the purposes of the Plan will have no effect upon any determination of the rights or obligations of the Company, any Subsidiary or affiliate, or such Participant for any other purpose. For purposes of this definition, Cause shall not be considered to exist unless the Company provides written notice to the Participant which indicates the specific Cause provision in this Plan relied upon, to the extent applicable sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such Cause and specifies the termination date. The failure by the Company to set forth in such notice any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company's rights hereunder. View More

Cause. With respect to any Covered Participant, "Cause" as defined in such Covered Participant's employment agreement or offer letter with the Company if such an agreement exists and contains a definition of Cause or, if no such agreement exists or such agreement does not contain a definition of Cause, then Cause shall mean (i) Covered Participant's material breach of an agreement with the Company related to confidential information, trade secrets or intellectual property; (ii) Covered Participant's... conviction, indictment for, or the entry of a plea of guilty or nolo contendere by Covered Participant to, a felony under the laws of the United States or any state thereof or other foreign jurisdiction or any crime involving dishonesty or moral turpitude; (iii) Covered Participant's gross negligence or willful misconduct or Covered Participant's willful or repeated failure or refusal to substantially perform assigned duties; or (iv) Covered Participant's material violation of the Company's code of business conduct and ethics or a written employment policy which the Company reasonably determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company or any Subsidiary of the Company View More

Cause. As determined in the sole discretion of the Administrator, the Holder's (i) commission of a felony; (ii) dishonesty or misrepresentation involving the Company; (iii) serious misconduct in the performance or non-performance of his or her responsibilities to the Company (e.g., gross negligence, willful misconduct, gross insubordination or unethical conduct) or (iv) violation of any material condition of employment if Holder is an employee of the Company.

Cause. Executive's (i) unauthorized use or disclosure of the confidential information or trade secrets of TuSimple or any other member of the TuSimple Group, which use or disclosure causes material harm to TuSimple or any other member of the TuSimple Group, (ii) material breach of any agreement with TuSimple or any other member of the TuSimple Group, (iii) material failure to comply with the written policies or rules of TuSimple or any other member of the TuSimple Group, (iv) conviction of, or plea of... 'guilty' or 'no contest' to, a felony under the laws of the United States or any State, (v) gross negligence or willful misconduct, (vi) continuing failure to perform assigned duties after receiving written notification of the failure from TuSimple, its Board of Directors or any other member of the TuSimple Group or (vii) failure to cooperate in good faith with a governmental or internal investigation of TuSimple, any other member of the TuSimple Group, or any of its or their respective directors, officers or employees, if TuSimple or any other member of the TuSimple Group has requested such cooperation. View More

Cause. Shall have the meaning set forth in Section 2(h) of the Parent's 2014 Share Plan as of the Effective Date.

Cause. Unless otherwise provided in an employment agreement between a Group Company and the Optionee, as determination by the Group Company to dismiss the Optionee as a result of the Optionee's gross negligence or willful misconduct. Such definition may be adapted from time to time depending on any local applicable laws defining 'cause' in terms comparable to Cause.

Cause. The Executive has: (i) been convicted of or pled guilty or no contest to a felony under federal or state law, or of a misdemeanor involving fraud, moral turpitude or embezzlement; (ii) committed an intentional act of fraud, embezzlement, theft, dishonesty or any intentional material violation of law that occurs during or in the course of employment with any VIZIO Group member, including any material violation of any securities law, which has or may reasonably be expected to result in economic... or financial injury, or have a material adverse effect upon, any VIZIO Group member; (iii) intentionally disclosed confidential or proprietary information of any VIZIO Group member contrary to the Employment Agreement, the EPIIA, or the policies of any VIZIO Group member or in breach of any nondisclosure or confidentiality agreement between any VIZIO Group member and the Executive; (iv) breached the Executive's material obligations under the Employment Agreement or the EPIIA; (v) intentionally engaged in any competitive activity that would constitute a breach of obligations under the Employment Agreement or the EPIIA; (vi) intentionally breached any of the material written policies of any VIZIO Group member, including but not limited to its Code of Conduct and Employee Handbook; (vii) failed to substantially perform the lawful duties and responsibilities for the applicable VIZIO Group member under the Employment Agreement (other than as a result of incapacity due to physical or mental illness, or any such actual or anticipated failure after the Executive's issuance of a notice of termination for Good Reason); or (viii) willfully engaged in conduct that is demonstrably and materially injurious to any VIZIO Group member, monetarily or otherwise; provided, however, in the case of subsections (iii) through (viii), the Executive will have received written demand from the applicable VIZIO Group member or the Board for substantial performance, which specifically identifies the conduct giving rise to the Cause and the Executive will have not cured the same within 30 Business Days of the Executive's receipt of such notice (or, if able to be cured and the cure reasonably requires longer than 30 Business Days, then within such longer reasonable period, provided the Executive promptly undertakes action to cure and diligently pursues the same until cured), provided, however, with respect to subsequent identical or substantially similar failures, the right to cure will only extend to the first such failure. For purposes of this Section 7(c), any act, or a failure to act, will not be deemed willful or intentional, as those terms are used herein, unless it is done, or omitted to be done, by the Executive in bad faith or without a reasonable belief that the Executive's action or omission was in the best interest of the VIZIO Group. Failure to meet performance standards or objectives, by itself, does not constitute Cause (provided that such directions do not require the Executive to take any actions that the Executive reasonably believes to be unlawful after a reasonable inquiry). For purposes of this provision, no act or failure to act on the part of the Executive will be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the VIZIO Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the VIZIO Group. [CEO only: The termination of the Executive's employment will not be deemed to be for Cause unless and until there has been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of any of the conduct above, and specifying the particulars thereof in detail.] View More

Cause. Means the Participant's: (i) engaging in any act that constitutes serious misconduct, theft, fraud, material misrepresentation, serious dereliction of fiduciary obligations or duty of loyalty to the Corporation or a Subsidiary; (ii) conviction of a felony, or a plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude or which in the reasonable opinion of the Board brings you, the Board, the Corporation or any affiliate into disrepute; (iii) neglect of... or negligent performance of your employment duties; (iv) willful, unauthorized disclosure of material confidential information belonging to the Corporation or a Subsidiary, or entrusted to the Corporation or a Subsidiary by a client, customer, or other third party; (v) repeatedly being 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 the Participant's employment duties or, while under the influence of such drugs or alcohol, engaging in grossly inappropriate conduct during the performance of the Participant's employment duties; (vi) repeated failure to comply with the lawful directions of the Participant's superior that are not inconsistent with the terms of the Participant's employment; (vii) any material failure to comply with the Corporation's or a Subsidiary's written policies or rules; or (viii) actual engagement in conduct that violates applicable state or federal laws governing the workplace that could reasonably be expected to bring the Corporation or any affiliate into disrepute. In order for the Corporation or a Subsidiary to terminate the Participant's employment for Cause under any of clauses (iii), (v), (vi) or (vii) in the preceding sentence, the Corporation or a Subsidiary must provide the Participant with written notice of its intention to terminate employment for Cause and describing the acts or omissions upon which such termination for Cause is based, and the Participant will be provided a 30-day period from the date of such notice within which to cure or correct such acts or omissions if they are reasonably susceptible of cure or correction. View More

Cause. Means the Company's good faith determination that one or more of the following has occurred with respect to an Employee: (i) the commission or conviction of (including upon a plea of no contest or nolo contendere) a felony, a crime involving moral turpitude, or any other crime the conviction of which will likely result in incarceration, except to the extent applicable law restricts the Company from making an employment decision based on such a conviction; (ii) the commission of any act or... omission involving dishonesty, disloyalty or fraud with respect to the Company; (iii) reporting to work under the influence of alcohol, the use of illegal drugs, or the abuse of prescription drugs; (iv) conduct or publicity, not otherwise protected by law, having the potential to cause the Company public disgrace, disrepute or economic harm; (v) insubordination and/or the failure to timely perform duties reasonably directed by the Company; (vi) a breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company; (vii) any material breach of any agreement between Employee and the Company; or (viii) Employee's material violation of a material Company policy. View More

Cause. A determination by the Company's Chief Executive Officer or the Board for an Award made to the Chief Executive Officer (in the case of a termination prior to a Change in Control) or by the Board (in the case of a termination on or following a Change in Control), in their discretion, that the Participant has committed any of the following acts; provided that, with respect to clauses (i), (ii), (iii) and (v) only, the Participant shall not have cured such failure, breach, or act (if not willful... misconduct and if curable, both as determined in the good faith discretion of the Board) within thirty (30) days of the Chief Executive Officer or the Board (as determined above) providing the Participant with written notice of the condition (specifying with reasonable particularity the condition): (i) refusal or material failure to perform job duties and responsibilities (other than by reason of serious physical or mental illness, injury, or medical condition); (ii) failure or refusal to comply in any material respect with material Company policies or lawful directives of the Board; (iii) material breach of any contract or agreement between the Participant and the Company (including but not limited to this Agreement and any other confidentiality, restrictive covenant, assignment of inventions agreement or similar agreement between the Participant and the Company), or material breach of any statutory duty, fiduciary duty or any other obligation that the Participant owes to the Company; (iv) commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets; (v) engaging in unprofessional, unethical or other intentional acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company; or (vi) indictment or conviction or plea of nolo contendere or guilty plea with respect to any felony or crime of moral turpitude. View More