Cause

Cause. The occurrence of any of the following, in each case as reasonably determined by the Board: (i) gross negligence or willful misconduct in an Eligible Employee's performance of duties to the Company Group; or (ii) a material and willful violation of any federal or state law by an Eligible Employee that if made public would injure the business or reputation of the Company Group; (iii) refusal or willful failure by an Eligible Employee to comply with any specific lawful direction or order of the... Company Group or the material policies and procedures of the Company Group, including but not limited to the Viavi Solutions Inc. Code of Business Conduct and Insider Trading Policy, as well as any obligations concerning proprietary rights and confidential information of the Company Group; or (iv) conviction (including a plea of nolo contendere) of an Eligible Employee of a felony or a misdemeanor, in either case that would have a material adverse effect on the Company Group's goodwill if such Eligible Employee were to be retained as an employee of the Company Group; or (v) substantial and continuing willful refusal by an Eligible Employee to perform duties ordinarily performed by an employee in the same position and having similar duties as such Eligible Employee; provided, however, that no act or failure to act, on the Eligible Employee's part shall be considered "willful" unless done, or omitted to be done, by the Eligible Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company. View More

Cause. Unless such term or an equivalent term is otherwise defined by the applicable Evidence of Award or other written agreement between a Participant and a Participating Company applicable to an Award, any of the following: (i) the Participant's failure to substantially perform the Participant's customary duties with a Participating Company in the ordinary course (other than such failure resulting from the Participant's incapacity due to physical or mental illness) that, if susceptible to cure, has... not been cured as determined by the Participating Company within 30 days after a written demand for substantial performance is delivered to the Participant by the Participating Company, which demand specifically identifies the manner in which such entity believes that the Participant has not substantially performed the Participant's duties; (ii) the Participant's gross negligence, intentional misconduct or fraud in the performance of his or her Service; (iii) the Participant's indictment (or equivalent) for a felony or to a crime involving fraud or dishonesty; (iv) a judicial determination that the Participant committed fraud or dishonesty against any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity; (v) the Participant's material violation of one or more of the Participating Company Group's policies applicable to the Participant's Service as may be in effect from time to time; or (vi) the Participant's conduct that brings or could reasonably be expected to bring the Participating Company Group into public disgrace or disrepute and that has a material adverse effect on the business of the Participating Company Group View More

Cause. Means the occurrence of any of the following events, unless, to the extent remedy is reasonably feasible, such event is fully remedied by the Executive in all material respects within 15 days after the Company provides written notification of the occurrence of such event to the Executive: (i) the Executive's willful misconduct or gross negligence in the performance of the Executive's material duties to the Company; (ii) the Executive's failure to perform the Executive's material duties to the... Company or to follow the lawful directives of the Board or the officer to whom the Executive reports (other than as a result of death or disability); (iii) indictment or conviction of the Executive, or pleading by the Executive of guilty or nolo contendere to, any felony or any crime involving moral turpitude; (iv) the Executive's violation of any laws, rules or regulations of any governmental or regulatory body, which violation is or is reasonably likely to be materially injurious to the Company's financial condition or reputation; (v) the Executive's failure to cooperate in any audit or investigation of the business or financial practices of the Company or any of its subsidiaries; (vi) the Executive's performance of any act of theft, embezzlement, fraud. material malfeasance, material dishonesty or misappropriation of the Company's property; (vii) breach by the Executive of a provision of this Agreement or any agreement with the Company, or a violation by the Executive of the Company's code of conduct or any other written policy, which breach or violation is or is reasonably likely to be materially injurious to the Company's financial condition or reputation; (viii) the Executive's possession or use of illegal drugs; (ix) the Executive's legal use of alcohol or controlled substances in a manner that materially impairs the Employee's ability to effectively perform his job; or (x) the Executive's commission of any act that is or is reasonably likely to be materially injurious to the Company's financial condition or reputation. The Company shall provide the Executive with a written notice detailing the specific circumstances alleged to constitute Cause within 30 days after the Company becomes aware of such circumstances, and may terminate the Executive's employment within 10 days following the expiration of the Executive's 15-day cure period described above, to the extent remedy is reasonably feasible. View More

Cause. (a) "Cause" means your (i) 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) after a written demand for substantial performance specifying the manner in which you have not performed such duties is delivered to you by the person or entity that supervises or manages you, (ii) engaging in misconduct that is injurious to the Company or any of its subsidiaries, (iii) one or more acts of... fraud or personal dishonesty resulting in or intended to result in personal enrichment at the expense of the Company or any of its Subsidiaries, (iv) abusive use of alcohol, drugs or similar substances that, in the sole judgment of the Company, impairs your job performance, (v) material violation of any Company policy that results in harm to the Company or any of its Subsidiaries or (vi) 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. A termination for "Cause" shall include a determination by the Company following your termination of employment for any other reason that, prior to such termination of employment, circumstances constituting Cause existed with respect to you. View More

Cause. (i) the conviction of, or plea of guilty or no contest to any felony or willful criminal act involving fraud, misappropriation, embezzlement; (ii) the willful and material misappropriation of the funds or property of the Company; (iii) Executive's willful refusal (except due to authorized absence or disability) to perform Executive's material duties or comply with the lawful and reasonable instructions of the Board or Company policy in a manner consistent with Executive's position and duties... hereunder; (iv) any willful and material act or omission aiding or abetting a competitor, vendor or client of the Company to the material disadvantage or detriment of the Company; (v) gross negligence or willful misconduct with respect to the Company; (vi) repeatedly reporting to work under the influence of alcohol or illegal drugs in a manner that materially adversely affects Executive's performance of Executive's duties; (vii) any willful conduct causing the Company substantial public disgrace or substantial disrepute or substantial economic harm; (viii) Executive's willful and unauthorized use or disclosure of material confidential information or trade secrets of the Company; or (ix) any other willful and material breach of any agreement between Executive and the Company. In all events, the determination of "Cause" shall be made by a good faith, majority vote of the Board of Directors. With respect to subparts (iii) through (ix) above, Cause shall not exist unless Executive is first given written notice specifying the claimed grounds for Cause and a reasonable opportunity (not less than 30 days) to cure, if curable, the claimed grounds for Cause. View More

Cause. For purposes of this Agreement, "Cause" shall have the meaning set forth in the Plan.

Cause. The Company's termination of an Eligible Executive's employment with the Company or a subsidiary of the Company as a result of (i) Eligible Executive's (A) conviction of, or plea of guilty or nolo contendere to, a felony or misdemeanor involving moral turpitude or (B) indictment for a felony or misdemeanor under the federal securities laws, (ii) the Eligible Executive's willful misconduct or gross negligence in connection with Eligible Executive's duties to the Company or any subsidiary... resulting in material harm to the Company or any subsidiary, (iii) the Eligible Executive's willful failure to substantially perform, or breach of, Eligible Executive's duties or responsibilities to the Company or any subsidiary, (iv) willful breach by the Eligible Executive of (A) the Restrictive Covenant Agreement or (B) the Confidentiality Agreement entered into between the Eligible Executive and the Company or any subsidiary (the "Confidentiality Agreement"), (v) the Eligible Executive's fraud, embezzlement, theft, or material dishonesty against the Company or any subsidiary, (vi) the Eligible Executive's willful violation of a policy or procedure of the Company or any subsidiary, resulting in material harm to the Company or any subsidiary, or (vii) the Eligible Executive's willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board. For purposes of this definition of "Cause", "willful" means those acts taken/not taken in bad faith and without reasonable belief such action/inaction was in the best interests of the Company or its subsidiaries. Any action/inaction, based upon authority given pursuant to a resolution duly adopted by the Board will be conclusively presumed to be done, or omitted to be done, by the Eligible Executive in good faith and in the best interests of the Company. The Company must notify the Eligible Executive of an event constituting Cause within ninety (90) days following the Company's knowledge of its existence or such event shall not constitute Cause under this Plan. View More

Cause. (a) "Cause" as defined in any employment or other agreement or policy applicable to the Participant; or (b) If no such agreement or policy exists, (i) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, in each case related to the Company or any Subsidiary, (ii) substantial failure on the part of the Participant to perform his or her duties to the Company or any Subsidiary or gross negligence on the part of the Participant in the performance of such... duties, (iii) any unlawful or criminal activity of a serious nature, or (iv) any material breach of any employment, service, confidentiality or non-compete agreement entered into with the Company or any Subsidiary View More

Cause. The meaning given in a Participant's employment, retention, change of control, severance or similar agreement with the Company or any Affiliate, or if no such agreement is in effect, then (i) if the determination of Cause is being made prior to a Change of Control, Cause has the meaning given in the Company's employment policies as in effect at the time of the determination or (ii) if the determination of Cause is being made following a Change of Control, Cause has the meaning given in the... Company's employment policies as in effect immediately prior to the Change of Control. View More

Cause. Means Termination because of (a) Participant's unauthorized misuse of the Company or a Parent or Subsidiary of the Company's trade secrets or proprietary information, (b) Participant's conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude, (c) Participant's committing an act of fraud against the Company or a Parent or Subsidiary of the Company or (d) Participant's gross negligence or willful misconduct in the performance of his or her duties that has had or... will have a material adverse effect on the Company or Parent or Subsidiary of the Company' reputation or business. View More