Cause

Example Definitions of "Cause"
Cause. (a) your willful and continued failure to perform your duties with the Company (other than any such failure resulting from your incapacity as a result of physical or mental illness), which is not cured within thirty (30) calendar days after your receipt from the Company of written notice of such failure, (b) your indictment for or conviction of (or plea of guilty or nolo contendere to) a felony or of any crime (whether or not a felony) involving moral turpitude, (c) your commission at any time... of any act of fraud, dishonesty, embezzlement, misappropriation, or gross misconduct, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof) or in the performance of your duties or responsibilities to the Company, in each case, which results in material harm to the Company, (d) your failure to observe and comply with the Company's written policies applicable to you that have been provided or made available to you, which results in material harm to the Company, or (e) a material breach by you of any provision of this Agreement, any employment agreement in effect from time to time between you and the Company, or a material breach of any covenants by which you may be bound. View More Arrow
Cause. (i) the Executive's failure to substantially perform his or her material duties and obligations as an employee (for reasons other than death or Disability), including, without limitation, a breach of the Executive's At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement with the Company, which failure is not cured to the reasonable satisfaction of the Board; (ii) the Executive's failure or refusal to comply with the policies, standards and regulations... applicable to all employees established by the Company from time to time, which failure is not cured to the reasonable satisfaction of the Board; (iii) any act of personal dishonesty, moral turpitude, fraud, embezzlement, misrepresentation, or other unlawful act committed by the Executive that results in harm to the Company or its affiliates, including financial or reputational, which harm will be determined in the Board's sole and reasonable discretion; (iv) the Executive's commission, conviction of or a plea of guilty or no contest to any felony or any crime involving moral turpitude or dishonesty; or (v) the Executive's material breach of the terms of this Agreement or any other agreement between the Executive and the Company (or any affiliate of the Company). With respect to (i) and (ii) above only, the Executive will have ten (10) days to cure following written notice of the Executive's failure or refusal to perform or comply, provided that whether the failure is curable will be within the Board's sole and reasonable discretion. For purposes of clarity, a termination without "Cause" does not include any termination that occurs as a result of the Executive's death or Disability. The determination as to whether the Executive's employment has been terminated for Cause will be made in good faith by the Company and will be final and binding on the Executive. The foregoing definition does not in any way limit the Company's ability to terminate the Executive's employment at any time, and the term "Company" will be interpreted to include any subsidiary, parent, affiliate, or any successor thereto, if appropriate. View More Arrow
Cause. For purposes of this Agreement, "Cause" means any of the following: (i) theft, breach of fiduciary duty, or intentional falsification of Company documents or records; (ii) material failure to abide by any Company policy after written notice from the Company regarding failure to abide by such policy; (iii) intentional and unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company (including, without... limitation, improper use or disclosure of the Company's confidential or proprietary information); (iv) any intentional act that has a material detrimental effect on the Company's reputation or business; (v) repeated failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach of any contractual or legal obligation to the Company and the failure to cure within ten days after delivery of written notice thereof (to the extent such breach or violation is curable); or (vii) conviction (including any plea of guilty or nolo contendere) of any felony. View More Arrow
Cause. Shall have the meaning given to that term in any written employment agreement, offer letter, consulting agreement or severance agreement between the Employer and the Participant, or if no such agreement exists or if such term is not defined therein, "Cause" shall mean a finding by the Committee of conduct involving one or more of the following: (i) the substantial and continuing failure of the Participant, after notice thereof, to render services to the Company or its subsidiaries in accordance... with the terms or requirements of his or her employment or engagement of services; (ii) disloyalty, gross negligence, willful misconduct, dishonesty or breach of fiduciary duty to the Company or a subsidiary; (iii) the commission of an act of embezzlement or fraud; (iv) deliberate disregard of the rules or policies of the Company or a subsidiary which results in direct or indirect loss, damage or injury to the Company or a subsidiary; (v) the unauthorized disclosure of any trade secret or confidential information of the Company or a subsidiary; or (vi) the Participant's breach of any written non-competition, non-solicitation, invention assignment or confidentiality agreement between the Participant and the Company or a subsidiary. View More Arrow
Cause. Executive's: (i) conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; (ii) engagement in material dishonesty, willful misconduct or gross negligence in each case in connection with Executive's position at the Company, (iii) material breach of any confidentiality, invention assignment, non-disclosure, or non-solicitation agreement entered into between the Company and Executive, (iv) material violation of a written Company... policy or procedure that has been provided to Executive causing substantial injury to the Company, and/or (v) gross negligence or willful misconduct by Executive with respect to Executive's performance of his or her assigned duties for the Company, following written notice of such negligence or misconduct by the Company and a period of fifteen (15) days to cure the same and Executive's failure to cure during such time period View More Arrow
Cause. (i) the willful and continued failure of Employee to perform substantially Employee's duties for the Company (other than any such failure resulting from bodily injury or disease or any other incapacity due to mental or physical illness); or (ii) the willful engaging by Employee in illegal conduct or gross misconduct that is materially and demonstrably detrimental to the Company and/or its affiliates, monetarily or otherwise.
Cause. For purposes of this Agreement, "Cause" means a termination of Executive's employment by the Company (or any parent, subsidiary or successor of the Company) due to: (i) Executive's conviction of a felony or crime, or Executive's entering a plea of guilty or nolo contendere to a felony or crime, that in any case results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the Company; (ii) Executive's recklessness, dishonesty, willful... malfeasance, or gross misconduct in connection with Executive's employment that results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the Company; (iii) Executive's willful failure to perform the lawful duties assigned to Executive and/or to follow the reasonable and lawful instructions from the Board, that results in, or is reasonably expected to result in, a material adverse effect on the business or reputation of the Company, and that Executive fails to correct within thirty (30) days following receipt of written notice from Company; or (iv) Executive's breach of any material provision of the Confidential Information and Invention Assignment Agreement entered into by and between Executive and the Company effective ______________. For purposes of clarity, a termination without "Cause" does not include any termination that occurs solely as a result of Executive's death or Disability. The foregoing definition does not in any way limit the Company's ability (or that of any parent, subsidiary or successor of the Company, as applicable) to terminate Executive's employment at any time, subject to applicable laws. View More Arrow
Cause. A Covered Executive's (a) willful failure to substantially perform his or her duties with the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness or any such actual or anticipated failure in the 90-day period following his or her issuance of a notice of termination for Good Reason); (b) material violation of any legal or contractual obligation to the Company; (c) material non-compliance with Company policies or procedures, including,... without limitation, Cigna's Code of Ethics and Principles of Conduct; (d) engagement in any activity resulting in his or her being not bondable as determined by Cigna under its (or its successor's) fidelity bond; (e) conviction of a felony involving fraud or dishonesty directed against the Company; (f) breach of any restrictive covenant agreement in effect with the Company; or (g) willful act or failure to act that adversely affects the financial or reputational interests of the business of the Company in any material respect, in each case as determined by the Plan Administrator View More Arrow
Cause. The reasons for terminating a Key Contributor's Service, as set forth in a Stock Option Agreement, Stock Acquisition Agreement, Cash Award Agreement or Employment Agreement between the Company and such Key Contributor
Cause. With respect to any Participant, have the equivalent meaning (or the same meaning as 'cause' or 'for cause') set forth in any employment, consulting, change in control or other agreement for the performance of services between the Participant and the Company or a Subsidiary or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the Participant's willful, material, and irreparable breach of any employment, consulting, change in control or... other agreement between the Participant and the Company or a Subsidiary, (ii) the Participant's gross negligence in the performance or intentional nonperformance (continuing for thirty (30) days after receipt of written notice of need to cure) of any of the Participant's material duties and responsibilities to the Company, (iii) the Participant's willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, which materially and adversely affects the operations or reputation of the Company, (iv) the Participant's indictment for, conviction of, or guilty plea to a felony crime involving dishonesty or moral turpitude whether or not relating to the Company, or (v) a confirmed positive illegal drug test. The good faith determination by the Committee of whether the Participant's employment or service was terminated by the Company (or a Subsidiary) for 'Cause' shall be final and binding for all purposes hereunder View More Arrow
All Definitions