Cause

Cause. The Participant's continuing status as a Service Provider ("Continuous Service") has been terminated by the Company (or its successor) due to (i) the commission by Participant of a material breach of his or her duty of loyalty to the Company, (ii) the commission by Participant of any felony, or a misdemeanor if the misdemeanor involves moral turpitude or is reasonably likely, in the judgment of the Company to have a material adverse effect upon the business or reputation of the Company within... its industry or among the Company's suppliers or among its prospective customers, or (iii) Participant's material failure or refusal to perform his or her assigned duties. In addition to the foregoing, if a Participant's Continuous Service terminates for any of the following reasons after a merger or Change in Control, such Participant shall be deemed to be terminated other than for Cause: (i) the relocation of Participant more than thirty (30) miles from his or her current place of Continuous Service, (ii) a material diminution of the Participant's duties or responsibilities, (iii) a material diminution in Participant's compensation or benefits, or (iv) a material breach of the Company's obligations to pay compensation or provide benefits to Participant. View More

Cause. Shall exist with respect to the Management Company if: (i) the Management Company has been convicted of or pleaded nolo contendere in respect of any felony or any other crime involving fraud or dishonesty with respect to the Company or any of its Affiliates involving amounts in excess of $25,000; (ii) the Management Company has substantially and repeatedly failed to perform its duties and responsibilities under this Agreement, which failure continues for 6 at least thirty (30) days following... the Management Company's receipt of written notice thereof specifying in reasonable detail the action or omission that constitutes such failure; or (iii) the Management Company has engaged in any act or omission constituting willful misconduct that has caused material injury to the Company. View More

Cause. Shall mean any of the following: (i) Executive's breach of Executive's duty of loyalty to the Company or Executive's willful breach of Executive's duty of care to the Company; (ii) Executive's material failure or refusal to comply with reasonable written policies, standards and regulations established by the Board from time to time, which failure or refusal, if curable, is not cured to the reasonable satisfaction of the Board during the fifteen (15) day period following written notice of such... failure or refusal from the Board; (iii) Executive's commission of a felony, an act of theft, embezzlement or misappropriation of funds or the property of the Company or its subsidiaries of material value or an act of fraud involving the Company or its subsidiaries; (iv) Executive's willful misconduct or gross negligence which causes or reasonably could cause (for example, if it became publicly known) material harm to the Company's standing, condition or reputation; (v) Executive's material violation of the Company's Code of Ethics (or similar written policies concerning ethical behavior) or written policies concerning harassment or discrimination; or (vi) any material breach by Executive of the provisions of the Confidentiality Agreement or a material provision of this Agreement. View More

Cause. Shall mean (i) Grantee's breach of any material term of this Agreement; (ii) Grantee's commission of any act of fraud, embezzlement or dishonesty; (iii) Grantee's, unauthorized use or disclosure of Confidential Information defined below or trade secrets of the Company or its Affiliates; (iv) the conviction of Grantee or, or plea by Grantee of nolo contendere to, any felony or any other crime involving dishonesty or moral turpitude; or (v) any other intentional misconduct by Grantee adversely... affecting the business or affairs of the Company or its Affiliates in a material manner. No act or omission shall constitute Cause unless the Board provides to Grantee (A) a written notice that clearly and fully describes the particular acts or omissions which the Board reasonably believes in good faith constitute Cause, and (B) an opportunity, within fifteen (15) days following his receipt of such notice, to meet in person with the Board to explain or defend the alleged acts or omissions relied upon by the Board and, to the extent practicable, to cure such acts or omissions. View More

Cause. The meaning assigned to it in the Employment Agreement

Cause. The occurrence of any of the following: (i) gross negligence or intentional misconduct by the Grantee that (a) is in connection with the Grantee's duties to the Company or any Subsidiary or Affiliate or (b) causes, or is reasonably expected to cause, harm (monetarily or otherwise) to the Company or its Subsidiaries or Affiliates, employees or Clients; (ii) the Grantee's breach of fiduciary duty owed to the Company or its Subsidiaries or Affiliates or Clients; (iii) any misappropriation or... embezzlement by the Grantee, or any action by the Grantee involving theft, fraud or material personal dishonesty; (iv) any violation by the Grantee of any domestic or foreign securities laws, rules or regulations including, but not limited to, those of any self-regulatory organization or authority; (v) the Grantee's indictment, conviction of or guilty or nolo contendere plea to a felony or any crime involving theft, fraud or embezzlement or personal dishonesty, provided that if the Grantee is terminated for Cause because of an indictment and such indictment does not ultimately result in a conviction or plea that would otherwise constitute Cause hereunder, then such termination will be deemed to be an involuntary termination other than for Cause as of the date of Grantee's original termination; (vi) the Grantee's willful failure or refusal to perform material duties or material obligations owed to the Company or its Subsidiaries or Affiliates; or (vii) the Grantee's material violation of the written policies of the Company or its Subsidiaries or Affiliates, including the Confidentiality Policy and Code of Business Conduct and Ethics. A determination of Cause shall be in the sole discretion of the Company. For purposes of the Plan, (i) "Client" means any person, firm, company, or other organization (including an Intermediary Client) to whom the Company or any of its Affiliates has supplied services, products or professional advice and (ii) "Intermediary Client" means any person or entity (such as a broker dealer, distributor, financial adviser, administrator or other marketing or service organization) through which the Company or any of its Affiliates offers, markets, distributes or provides its services, products or advice View More

Cause. Shall have the meaning given to such term in the FreightCar America, Inc. 2018 Long Term Incentive Plan, as amended from time to time.

Cause. (a) Participant's conviction (including a guilty plea or plea of nolo contendere) of any felony or any other crime involving fraud, dishonesty or moral turpitude; (b) Participant's commission or attempted commission of or participation in a fraud or act of dishonesty or misrepresentation against the Company that results (or could reasonably be expected to result) in material harm or injury to the business or reputation of the Company; (c) Participant's material violation of any contract or... agreement between Participant and the Company, or of any Company policy, or of any statutory duty Participant owes to the Company; or (d) Participant's conduct that constitutes gross insubordination, incompetence or habitual neglect of duties and that results in (or could reasonably be expected to have resulted in) material harm to the business or reputation of the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company's ability to terminate a Participant's employment or consulting relationship at any time as provided in Section 20 above, and the term "Company" will be interpreted to include any Subsidiary or Parent, as appropriate. Notwithstanding the foregoing, the foregoing definition of "Cause" may, in part or in whole, be modified or replaced in each individual employment agreement or Award Agreement with any Participant, provided that such document supersedes the definition provided in this Section 28.6. View More

Cause. The termination of a Covered Employee's employment with the Company or its subsidiaries due to (i) dishonest statements or acts with respect to the Company or any subsidiary or any affiliate of the Company; (ii) commission of or indictment for (A) a felony or (B) any misdemeanor (excluding minor traffic violations) involving moral turpitude, deceit, dishonesty or fraud ('indictment,' for these purposes, meaning an indictment, probable cause hearing or any other procedure pursuant to which an... initial determination of probable or reasonable cause with respect to such offense is made); (iii) gross negligence, willful misconduct or insubordination with respect to the Company, any subsidiary or any affiliate of the Company; (iv) material breach of any of the Covered Employee's obligations under any agreement to which the Covered Employee and the Company or any subsidiary are a party; (v) material violation of the Company's employment policies, including (without limitation) its policies on discrimination and harassment; or (vi) death or Disability View More

Cause. As a reason for a Participant's termination of employment shall have the meaning assigned such term, if any, (i) in the employment, letter or severance agreement, if any, between the Participant and the Company or a Subsidiary, or (ii) if none, under a severance plan or arrangement maintained by the Company or a Subsidiary that applies to the Participant on the date of termination. If the Participant is not a party to an employment, letter or severance agreement with the Company or a Subsidiary... in which such term is defined or if during the applicable severance protection period, the Participant is not a participant in any severance plan or arrangement maintained by the Company or a Subsidiary, then unless otherwise defined in the applicable Award Agreement, "Cause" shall mean that the Participant (a) acted dishonestly or incompetently or engaged in willful misconduct in performance of his or her duties, (b) breached fiduciary duties owed to the Company, (c) intentionally failed to perform reasonably assigned duties which the Participant did not satisfactorily correct within 30 calendar days following written notification, (d) was convicted or pleaded guilty plea or plea of nolo contendere of any felony crime involving dishonesty, and/or (e) otherwise committed any act which could have a material adverse impact on the business of the Company View More