Cause

Cause. With respect to the Termination of a Participant by the Company or any Subsidiary of the Company that employs such individual or for which the Participant performs services (or by the Company on behalf of any such Subsidiary) (a) if the Participant is at the time of Termination a party to an employment or severance agreement that defines such term, the meaning given therein, and (b) in all other cases, any of the following that remains uncured (if curable) for ten days after the Participant's... receipt of written notice thereof from the Company: (i) the Participant's gross negligence or willful misconduct, or willful failure to substantially perform the Participant's duties (other than due to physical or mental illness or incapacity), (ii) the Participant's conviction of, or plea of guilty or nolo contendere to, or confession to, (x) a misdemeanor involving moral turpitude that has, or could reasonably be expected to have, a material adverse impact on the performance of the Participant's duties or result in material injury to the reputation or business of the Company or any of its Subsidiaries, or (y) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States), (iii) the Participant's willful breach of a material provision of any other agreement with the Company or any of its Subsidiaries or Affiliates, (iv) the Participant's willful violation of any written policies of the Company or any of its Subsidiaries or Affiliates that the Board determines in good faith is materially detrimental to the best interests of the Company or any of its Subsidiaries or Affiliates, (v) the Participant's fraud or misappropriation, embezzlement, or material misuse of funds or property belonging to the Company or any of its Subsidiaries or Affiliates, or (vi) the Participant's use of alcohol or drugs that has an adverse impact on the performance of the Participant's duties View More

Cause. Shall have the same definition as under any offer letter or employment agreement between the Company or any Affiliate and the Participant or, if no such offer letter or employment agreement exists or if such offer letter or employment agreement does not contain any such definition or words of similar import, "Cause" means (i) the Participant's act or failure to act amounting to gross negligence or willful misconduct to the detriment of GreenSky or any Affiliate; (ii) the Participant's... dishonesty, fraud, theft or embezzlement of funds or properties in the course of Participant's employment; (iii) the Participant's commission of or pleading guilty to or confessing to any felony; or (iv) the Participant's breach of any restrictive covenant agreement with GreenSky or any Affiliate, including but not limited to, confidentiality covenants, covenants not to compete, non-solicitation covenants and non-disclosure covenants. For purposes of the Plan, the Participant's resignation without GreenSky's or an Affiliate's written consent in anticipation of termination of employment for Cause shall constitute a termination of employment for Cause. View More

Cause. Shall have the same definition as under any employment agreement between the Company or any Affiliate and the Grantee or, if no such employment agreement exists or if such employment agreement does not contain any such definition or words of similar import, "Cause" means, except as otherwise provided in an Award Document, that an employee-Grantee should be or was dismissed as a result of (i) any material breach by the Grantee of any agreement to which the Grantee and the Company or an Affiliate... are parties, (ii) any act (other than retirement) or omission to act by the Grantee, including without limitation, the commission of any crime (other than ordinary traffic violations) that may have a material and adverse effect on the business of the Company or any Affiliate or on the Grantee's ability to perform services for the Company or any Affiliate, or (iii) any material misconduct or neglect of duties by the Grantee in connection with the business or affairs of the Company or any Affiliate. View More

Cause. The meaning set forth in your Employment and Non-Competition Agreement, dated September 25, 2017.

Cause. The occurrence of any one or more of the following: (i) the Participant's conviction of, or plea of no contest with respect to, any felony, or of any misdemeanor involving dishonesty or moral turpitude; (ii) the Participant's participation in a fraud or act of dishonesty (or an attempted fraud or act of dishonesty) against the Company, or that results in (or could result in) material harm to the Company, including but not limited to material harm to reputational interests; (iii) the... Participant's violation of a fiduciary duty or a duty of loyalty owed to the Company; (iv) the Participant's material breach of any fully executed agreement between the Participant and the Company, including but not limited to the Employment, Confidential Information and Invention Assignment Agreement, or any applicable written Company policies; (v) persistent, unsatisfactory performance or neglect of the Participant's job duties, which is not cured within thirty (30) business days after the Participant is provided written notice by the Company (provided, that, such written notice and opportunity to cure are not required if the Participant's performance or neglect is not reasonably susceptible to being cured); or (vi) the Participant's gross misconduct or material failure to comply with a written instruction of the Company View More

Cause. Shall have the meaning given to such term in the Incentive Award Plan.

Cause. Shall have the same definition as under the Marathon Petroleum Corporation Amended and Restated Executive Change in Control Severance Benefits Plan, as in effect on the Grant Date, and such definition and associated terms are hereby incorporated into this Award Agreement by reference.

Cause. Shall mean "Cause" as defined in the severance plan or policy of the Company in which the Participant participates on the Grant Date.

Cause. The occurrence of any of the following: (i) Executive's commission of any felony or any crime involving moral turpitude; (ii) Executive's willful breach of Executive's duties to Fabrinet, including without limitation, theft from Fabrinet or failure to fully disclose Executive's personal pecuniary interest in a transaction involving Fabrinet; and (iii) engaging in (A) willful misconduct, (B) willful or gross neglect, (C) fraud, (D) misappropriation, or (E) embezzlement, in each case whether in... the performance of Executive's duties under the Employment Agreement, this Agreement, or otherwise. View More

Cause. (i) the Participant's material breach of any of the Restrictive Covenants (as defined below), any published policy of the Company or its Affiliates applicable to the Participant, including the Company's or any of its Affiliates' Code of Ethics; (ii) any act or omission by the Participant that causes the Participant, the Company or any of the Company's Affiliates to be in violation of any law, rule or regulation related to the business of the Company or its Affiliates, or any rule of any... exchange or association of which the Company or its Affiliates is a member, which, - 2- #51565854 v5 in any such case, would make the Participant, the Company or any of the Company's Affiliates subject to being enjoined, suspended, barred or otherwise disciplined; (iii) the Participant's conviction of, or plea of guilty or no contest to, any felony; (iv) the Participant's participation in any fraud or embezzlement; (v) gross negligence, willful misconduct by the Participant in the course of employment or the Participant's deliberate and unreasonably continuous disregard of his or her material duties; or (vi) the Participant's committing to, or engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Company or any of its Affiliates which, in any such case, has a material adverse effect on the Company; provided, however, that in the case of clauses (i), (ii), (v) and (vi), "Cause" shall not exist if such breach, act or omission, if capable of being cured (in the good faith determination of the Company's CEO), shall have been cured within ten business days after the Company provides the Participant with written notice thereof. View More