Cause

Cause. Means gross or willful neglect of duty that is not corrected after 30 days' written notice thereof; misconduct, malfeasance, fraud or dishonesty that materially and adversely affects the Company or the Employer or their respective reputations in the industry (in the reasonable determination of the Company); or the commission of a felony or a crime involving moral turpitude. All determinations as to Cause shall be made by the Board of Directors of the Company, or a committee thereof, in its... reasonable sole discretion. View More

Cause. (i) conviction of, or plea of nolo contendere by, Employee under applicable law of a felony or any crime involving moral turpitude, (ii) unauthorized acts intended to result in Employee's personal enrichment at the material expense of the Company or a subsidiary or affiliate thereof, (iii) any willful breach of any written policy of the Company or a subsidiary or affiliate thereof or (iv) any violation of Employee's duties or responsibilities to the Company or a subsidiary or affiliate thereof... which constitutes willful misconduct or dereliction of duty. For purposes of the definition of Cause, no act, or failure to act, on Employee's part shall be considered "willful" unless done, or omitted to be done, by Employee not in good faith and without reasonable belief that Employee's action or omission was in the best interest of the Company. View More

Cause. A good faith determination by the Board of Directors of Allegro MicroSystems, Inc. ('AMI') of any one or more of the following: (a) Executive's (x) continued or repeated failure or refusal (after prior written notice thereof from the Board of Directors of AMI and Executive's failure to cure the same (if curable) within ten (10) calendar days of such written notice, and other than due to Executive's disability) to substantially perform the duties required by Executive's position with AMI or any... of its subsidiaries (it being understood that Executive's failure to attain performance goals or targets or to otherwise fail to substantially perform the duties required by Executive's position shall not constitute 'Cause' hereunder if such failure is as a result of actions taken or not taken in good faith and with reasonable belief that such actions or omissions were in the best interests of AMI and its subsidiaries) or (y) failure or refusal to follow lawful directives of the Board of Directors of AMI; (b) gross negligence or willful misconduct (including unauthorized disclosure of material proprietary information) by Executive which results in a material detriment to AMI or any of its subsidiaries; (c) Executive's conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony that involves fraud or moral turpitude or that is perpetrated against AMI or any of its subsidiaries, their respective businesses or any of their respective assets, properties or personnel; or (d) a material breach by Executive of the Restrictive Covenants, this Agreement, or of any other written agreement with the Company to which Executive is a party. View More

Cause. The meaning ascribed to such term in any written offer letter or employment or severance agreement between the Company or any Subsidiary of the Company and a Participant, or in the absence of any such written agreement, shall mean a Participant's (i) commission of a felony or any other act or omission involving dishonesty, disloyalty or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers if the act or omission was wrongful or deliberate, or any... other crime involving moral turpitude, (ii) conduct tending to bring the Company or any of its Subsidiaries into public disgrace or disrepute or economic harm, (iii) repeated material failure or inability to perform duties and/or obligations as reasonably directed by the Board or its designees, after demand for performance has been given by the Board or its designees that identifies how such Participant has not performed his or her duties and/or obligations, (iv) gross negligence or misconduct with respect to the Company or any of its Subsidiaries, (v) personal bankruptcy or insolvency, (vi) material breach of (A) any written agreement between the Company and such Participant evidencing the grant of any Option, (B) the Company's written code of conduct and business ethics or (C) any other written agreement between such Participant and the Company or any Subsidiary of the Company, or (vii) excessive and unreasonable absences from such Participant's duties for any reason (other than authorized vacation or sick leave) or as a result of such Participant's inability to perform the essential duties, responsibilities and functions of its position with the Company as a result of any mental or physical disability or incapacity, which continues for 60 business days in any consecutive six-month period View More

Cause. Shall mean a good faith determination by the Board of Directors of the Company of any one or more of the following: (a) Stockholder's (x) continued or repeated failure or refusal (after prior written notice thereof from the Board of Directors of the Company and Stockholder's failure to cure such failure or refusal (if curable) within ten calendar days of such written notice, and other than due to Stockholder's disability) to substantially perform the duties required by Stockholder's position... with the Company or any of its subsidiaries (it being understood that Stockholder's failure to attain performance goals or targets or to otherwise fail to substantially perform the duties required by Stockholder's position with the Company or any of its subsidiaries shall not constitute "Cause" hereunder if such failure is as a result of actions taken or not taken in good faith and with reasonable belief that such actions or omissions were in the best interests of the Company and its subsidiaries) or (y) failure or refusal to follow lawful directives of the Board of Directors of the Company; (b) gross negligence or willful misconduct (including unauthorized disclosure of material proprietary information) by Stockholder which results in a material detriment to the Company or any of its subsidiaries; (c) Stockholder's conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony that involves fraud or moral turpitude or that is perpetrated against the Company or any of its subsidiaries, their respective businesses, or any of their respective assets, properties or personnel; or (iv) a material breach by Stockholder of this Agreement or any other written agreement with the Company or any of its subsidiaries to which Stockholder is a party. View More

Cause. Defined in the Equity Plan

Cause. The meaning ascribed to such term in any written agreement between such Covered Employee and the Company defining such term, and, in the absence of such agreement, means with respect to such Covered Employee, the occurrence of any of the following events: (i) such Covered Employee's material failure to follow any proper and lawful directive of the Board that remains uncured more than thirty (30) days after a written demand is delivered to such Covered Employee that specifically identifies the... manner in which the Board believes that such Covered Employee has failed to follow such instructions, provided, that failure to meet performance targets shall not, in and of itself, be deemed a failure to follow any such instructions; (ii) such Covered Employee's commission of an act of: (a) fraud, embezzlement, or theft; or (b) dishonesty that injures the business, business reputation or business relationships of the Company; (iii) such Covered Employee's commission or conviction of, or pleading guilty or nolo contendere to, a felony; and (iv) such Covered Employee's material violation of any agreement between such Covered Employee and Company or of any material Company policy that remains uncured (if curable) more than thirty (30) days after written notice thereof is delivered to such Covered Employee that specifically identities such violation. The determination of whether a termination is for Cause shall be made by the Administrator in its sole and exclusive judgment and discretion. View More

Cause. Means (i) the Executive's willful and continued failure to substantially perform the Executive's duties with the Corporation (other than any such failure resulting from physical or mental incapacity) after written demand for performance is given to the Executive by the Corporation which specifically identifies the manner in which the Corporation believes the Executive has not substantially performed and a reasonable time to cure has transpired, (ii) the Executive's conviction of (or plea of... nolo contendere for the commission of) a felony, or (iii) the Executive's commission of an act of dishonesty or of any willful act of misconduct which results in or could reasonably be expected to result in significant injury (monetarily or otherwise) to the Corporation, as determined in good faith by the Board of Directors of the Corporation. View More

Cause. Executive's: (a) indictment or conviction of any felony or any crime involving dishonesty or moral turpitude; (b) participation in any fraud against the Company or other dishonesty which is not the result of an innocent or inadvertent mistake by Executive with respect to the Company; (c) willful violation of Executive's obligations to the Company after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board's belief that... Executive has not substantially satisfied Executive's obligations to the Company; (d) continued violation or breach of any material written Company policy, agreement with the Company, or any statutory or fiduciary duty to the Company after there has been delivered to you a written notification of such violation or breach; or (e) damaging or misappropriating or attempting to damage or misappropriate any property, including intellectual property, of the Company View More

Cause. If there is an employment agreement between the Participant and the Company and the agreement contains a definition of 'Cause' (or similar term, such as 'For Cause'), the definition contained therein; otherwise 'Cause' shall mean any of the following: (a)The Participant's conviction of a felony under federal law or the law of the state in which such action occurred; (b)The Participant's dishonesty in the course of fulfilling employment duties; (c)The Participant's disclosure of Company trade... secrets; (d)Willful and deliberate failure of the Participant to perform employment duties in any material respect; (e)The Participant's unauthorized use of a controlled substance; or (f)The Participant's repeated failure to follow Company policies View More