Cause

Cause. Shall mean the Grantee's (i) gross negligence, (ii) willful misconduct, (iii) breach of fiduciary duty involving personal profit, (iv) substance abuse, (v) commission of a felony or (vi) any action that constitute Harm.

Cause. (i) your material breach of the Invention Agreement, (ii) your conviction of, or your plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State, (iii) your gross negligence or willful misconduct in the performance of your duties, (iv) your continuing failure to perform assigned duties after receiving written notification of the failure from the Company or (v) your failure to cooperate in good faith with a governmental or internal investigation of the Company... or its directors, officers or employees, if the Company has requested your cooperation; provided, however, that "Cause" shall not be deemed to have occurred pursuant to subsection (iii), (iv), or (v) hereof unless you have first received written notice from the Company specifying in reasonable detail the particulars of such grounds and that the Company intends to terminate your employment hereunder for such grounds, and you have failed to cure such grounds to the Company's satisfaction within a period of thirty (30) days from the date of such notice. View More

Cause. Shall have the meaning assigned to such term under the Severance Plan.

Cause. The occurrence of any of the following: (i) Executive's failure to make a good faith effort to substantially perform his or her duties (other than any such failure due to Executive's Disability) or Executive's insubordination with respect to a specific lawful directive of his/her direct report (if Executive reports directly to an officer) or the Board (if Executive reports directly to the Board) to which Executive reports directly or indirectly; (ii) Executive's dishonesty, gross negligence in... the performance of his or her duties hereunder or engaging in willful misconduct, which in the case of any such gross negligence, has caused or is reasonably expected to result in direct or indirect material injury to the Corporation or any Affiliate; (iii) breach by Executive of any material provision of any written agreement, including, without limitation, this Agreement, with the Corporation or any Affiliate or material violation of any Corporation policy applicable to Executive; or (iv) Executive's commission of a crime that constitutes a felony or other crime of moral turpitude or fraud. If, subsequent to Executive's termination of employment hereunder for other than Cause, the Corporation in good faith determines that Executive's employment could have been terminated for Cause hereunder, Executive's employment shall, at the election of the Corporation, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred. View More

Cause. With respect to a Participant, shall have that meaning provided in an applicable employment agreement, service agreement, retention or severance agreement, or other similar agreement between a Participant and the Company (or an Affiliate) or, if no such agreement exists or if such agreement does not contain a definition of Cause (or similar term), then Cause means any of the following: the Participant's (i) fraud with respect to the Company; (ii) material misrepresentation to any regulatory... agency, governmental authority, outside or internal auditors, internal or external Company counsel, or the Board concerning the operation or financial status of the Company; (iii) theft or embezzlement of assets of the Company; (iv) conviction or plea of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to the Participant's employment, to any misdemeanor (other than a traffic violation); (v) material failure to follow the Company's conduct and ethics policies that have been provided or made available to the Participant; (vi) if the Participant has an effective employment agreement, service agreement, retention or severance agreement, or other similar agreement, or a restrictive covenant agreement, with the Company (or an Affiliate), the Participant's material breach of any such agreement; and/or (vii) continued failure to attempt in good faith to perform the Participant's duties as reasonably assigned by his or her supervisor at the time. View More

Cause. The meaning ascribed to such term, or term of similar effect, in any offer letter, employment, severance or similar agreement between the Participant and the Company or one of its subsidiaries; provided, that in the absence of an offer letter, employment, severance or similar agreement containing such definition, Cause shall exist in the following circumstances: (i) the material failure of the Participant to perform the Participant's duties with the Company and its subsidiaries or to follow a... lawful directive from the Board (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not performed his or her duties or has failed to follow a lawful directive and the Participant continues after a reasonable time to not perform or fail to follow such directive; (ii)(A) any act of fraud, or embezzlement or theft, by the Participant or (B) the Participant's admission in any court, or conviction of, or plea of nolo contendere to, a felony or crime of a similar nature in a non-US jurisdiction (excluding offenses with respect traffic violations); (iii) the Participant's material violation of, or noncompliance with, any securities laws or stock exchange listing rules, including, without limitation, the Sarbanes-Oxley Act of 2002, provided that such violation or noncompliance resulted in material economic harm to the Company or any of its affiliates; or (iv) if the Company, in good faith, believes that the Participant is or might be engaged in or is about to be engaged in any activity or activities which could materially adversely affect the business the Company or any of its Subsidiaries, after a written demand for performance is delivered to the Participant by the Company which specifically identifies the manner in which the Company believes that the Participant has engaged in, or is about to be engaged in such activity; provided, however, as to item (iv) in any case involving an activity in which the Company believes that the Participant might be engaged or is about to be engaged, the Participant shall have a reasonable time following such written demand to demonstrate that he is not engaged in such activity. View More

Cause. An act or failure to act that constitutes cause for removal of a director under applicable Delaware law

Cause. Any one or more of the following: (i) As such term may be defined in any employment agreement or change-in-control agreement in effect at the time of termination of employment between the Eligible Executive and the Surviving Entity; or (ii) If there is no such employment or change-in-control agreement, (A) if, in carrying out his or her employment duties to the Surviving Entity, the Eligible Executive engages in conduct that constitutes: (1) a breach of his or her fiduciary duty to the... Surviving Entity or its equity interest holders, (2) gross neglect, or (3) gross misconduct resulting in material and objectively determinable damage to the business of the Surviving Entity, or (B) upon the indictment of the Eligible Executive for, or the Eligible Executive's plea of nolo contendere to, a felony or a misdemeanor involving moral turpitude. Notwithstanding the foregoing, a termination of an Eligible Executive's employment for any of the reasons described in clause (ii)(A) above (or any comparable reasons described in any applicable employment agreement under clause (i) above) shall not constitute a termination for Cause unless: (A) the Eligible Executive has received written notice specifying the alleged misconduct constituting Cause, (B) the Eligible Executive has been given an opportunity to be heard by the Board, and (C) following such hearing, or the Eligible Executive's failure to request such a hearing within a reasonable period, the Board determines, in good faith by at least a 2/3 vote, that the termination for Cause is appropriate under the circumstances. View More

Cause. With respect to any Participant shall have the meaning specified in the Participant's Award Agreement. In the absence of any definition in the Award Agreement, "Cause" shall have the equivalent meaning or the same meaning as "cause" or "for cause" set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or an Affiliate or, in the absence of any such agreement or any such definition in such agreement, such term shall mean... (i) Participant's failure to substantially perform the fundamental duties and responsibilities associated with Participant's position for any reason other than a physical or mental disability, including Participant's failure or refusal to carry out reasonable instructions; (ii) Participant's material breach of any material written Company policy; (iii) Participant's gross misconduct in the performance of Participant's duties for the Company; (iv) Participant's material breach of the terms of his or her employment, consulting or other similar agreement with the Company or an Affiliate, if any; (v) being arrested or charged with any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a "statutory disqualifying event" (as defined under federal securities laws, rules and regulations) View More

Cause. For purposes of this Agreement, 'Cause' shall mean the following, as determined by the Board in its reasonable judgment: (i) your failure to perform, or material negligence in the performance of, your duties and responsibilities to the Company or any of its affiliates; (ii) your material breach of any [material] agreement between you and the Company or any of its affiliates; (iii) willful misconduct by you that is or could reasonably be expected to be materially harmful to the business... interests or reputation of the Company or any of its affiliates; or (iv) your conviction of (or the pleading by you of nolo contendere to) any felony. View More