Cause

Cause. Termination of employment for one of the following reasons: (i) the conviction of the Executive by a federal or state court of competent jurisdiction of a felony which relates to the Executive's employment at the Employer; (ii) an act or acts of dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Employer; or (iii) the Executive's "willful" failure to follow a direct, reasonable and lawful written directive from... Executive's supervisor or the Board of Directors (the "Board"), within the reasonable scope of the Executive's duties, which failure is not cured to the satisfaction of the Board within thirty (30) days. Further, for purposes of this Subsection (b): (1) No act or omission by the Executive shall be deemed "willful" unless done, or omitted by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interest of the Employer. (2) The Executive shall not be deemed to have been terminated for Cause unless and until the Employer delivers to the Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-fourths (3/4ths) of the entire membership of the Board of Directors of the Employer, at a meeting of the Board of Directors called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board of Directors), finding that in the good faith opinion of the Board of Directors, the Executive was guilty of conduct set forth in clauses (i), (ii), or (iii) above and specifying the particulars thereof in detail and in writing. View More

Cause. For purposes of this Agreement, “Cause” shall mean Executive’s: (1) breach of a material term of this Agreement, the Confidentiality Agreement, or any other agreement with the Company; (2) commission of an act of theft intended to result in Executive’s substantial personal enrichment or of fraud, embezzlement, or material dishonesty; (3) willful engagement at a time when employed by or serving as a Board member of the Company in conduct that causes, or is likely to cause, material damage to the... property or reputation of the Company unless taken in a good faith belief that such conduct was in the best interests of the Company; (4) failure to perform the material duties of Executive’s position (other than by reason of disability) after receipt of written notice from the Board (it being acknowledged that a failure to meet performance criteria is not a failure to perform duties); (5) conviction for, or plea of nolo contendere to, a felony or any crime of moral turpitude; or (6) material failure to comply with the Company’s code of conduct or other policies applicable to employees or directors (as the case may be) at a time when employed by or serving as a Board member of the Company provided that a copy of the code of conduct or applicable policy previously was made available to Executive. With regard to any event constituting Cause pursuant to clauses (1), (3), (4) or (6), Executive shall have a period of fifteen (15) days after receiving written notice from the Company of such event in which he may correct such event if it is reasonably subject to cure (“Cure Period”). Cause shall not exist for purposes of this Section 10(a) unless the Board determines that: (i) the event constituting Cause is not subject to cure or (ii) after the Cure Period, Executive has failed to cure the event constituting Cause. View More

Cause. (i) a material violation by Executive of a federal or state law or regulation applicable to the business of the Company that has a material adverse effect on the Company; (ii) Executive's misappropriation or embezzlement of Company funds or property or an act of fraud upon the Company made by Executive; (iii) Executive's conviction of, or plea of nolo contendre to, a felony; or (iv) the willful failure by Executive to perform his or her material duties for the Company if such failure to perform... is not fully cured by Executive within ten (10) days after he or she receives written notice of such failure; or (v) a willful violation of a written Company policy, the violation of which is stated in such policy to be grounds for termination; or (vi) an act by the Executive which constitutes gross misconduct and which is materially and demonstrably injurious to the Company. No act, or failure to act, by the Executive shall be considered "willful" unless committed without good faith and without a reasonable belief that the act or omission was in the Company's best interests. View More

Cause. Any of the following: (i) Executive’s gross negligence or willful misconduct in the performance of his duties to the Company where such gross negligence or willful misconduct has resulted or is likely to result in material damage to the Company or its subsidiaries; (ii) Executive’s willful and habitual neglect of or failure to perform Executive’s duties of consulting or employment, which neglect or failure is not cured within thirty (30) days after written notice thereof is received by... Executive; (iii) Executive’s commission of any act of fraud or dishonesty with respect to the Company that causes material harm to the Company or is intended to result in substantial personal enrichment; (iv) Executive’s conviction of or plea of guilty or nolo contendere to felony criminal conduct; or (v) Executive’s material violation of the Company’s Confidentiality and Proprietary Rights Agreement (as defined below) or similar agreement that Executive has entered into with the Company. View More

Cause. Executive's failure or refusal to substantially perform his duties hereunder, personal dishonesty, incompetence, misconduct, breach of fiduciary duty to the Company or the Bank, breach of the Bank's Code of Ethics, material violation of the Sarbanes-Oxley or other legal requirements for officers of public companies that in the reasonable opinion of the Board will likely cause material financial harm or material injury to the reputation of the Company or the Bank, engaging in actions that in the... reasonable opinion of the Board will likely cause material financial harm or material injury to the business reputation of the Company or Bank, willful violation of any law, rule or regulation (other than routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement. View More

Cause. (i) the conviction of, or entry of a plea of nolo contendere with respect to, a felony or a crime involving moral turpitude, or the commission of fraud with respect to Avantor or any of its Subsidiaries or Affiliates or any of their customers or suppliers, (ii) substantial and repeated failure to perform duties as reasonably directed by the Board or a supervisor or report, after providing you with fifteen (15) days' prior written notice and a reasonable opportunity to remedy such failure, (iii)... gross negligence or willful misconduct with respect to Avantor or any of its Subsidiaries or Affiliates, or (iv) a material violation of material Company rules or policies. Your cessation of employment shall not be deemed to be for Cause unless and until, if capable of being cured (which for the avoidance of doubt includes clauses (ii) – (iv) herein), the act or omission constituting Cause is not cured within fifteen (15) calendar days following your receipt of written notice regarding such act or omission. View More

Cause. (i) A failure by Executive to substantially perform Executive’s duties as an employee, other than a failure resulting from the Executive’s complete or partial incapacity due to physical or mental illness or impairment; (ii) A willful act by Executive that constitutes misconduct; (iii) Circumstances where Executive intentionally or negligently imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of... carrying out Executive’s duties; (iv) A material violation by Executive of a federal or state law or regulation applicable to the business of the Company; (v) A willful violation of a material Company employment policy or the Company’s insider trading policy; (vi) Any act or omission by Executive constituting dishonesty (other than a good faith expense account dispute) or fraud, with respect to the Company or any of its affiliates, or any other misconduct which is injurious to the financial condition of the Company or any of its affiliates or is injurious to the business reputation of the Company or any of its affiliates; (vii) Executive’s failure to cooperate with the Company in connection with any actions, suits, claims, disputes or grievances against the Company or any of its officers, directors, employees, shareholders, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, whether or not such cooperation would be adverse to Executive’s own interest; or (viii) Executive’s conviction or plea of guilty or no contest to a felony. View More

Cause. Shall mean (i) the Participant's material breach of any term of any agreement with the Company, including without limitation any violation of confidentiality and/or non-competition agreements; (ii) the Participant's conviction for any act of fraud, theft, criminal dishonesty, or any felony; (iii) the Participant's engagement in illegal conduct, gross misconduct, or act involving moral turpitude which is materially and demonstrably injurious to the Company; or (iv) the Participant's willful... failure (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days of written notice to the Participant from the Company, to perform his or her reasonably assigned material responsibilities to the Company. For purposes of (iv), no act or failure to act by the Participant shall be considered "willful" unless it is done, or omitted to be done, in bad faith and without reasonable belief that the Participant's action or omission was in the best interests of the Company. View More

Cause. (1) your conviction or plea of guilty or nolo contendere to a crime that involves dishonesty, disloyalty, moral turpitude, sexual harassment or discrimination, provides for a term of imprisonment or constitutes a felony; (2) the willful and intentional failure or willful and intentional refusal to follow reasonable and lawful instructions of the Company's Board of Directors; (3) a material act or omission involving intentional misconduct, malfeasance or gross negligence in performance of duties... to the Company or involving neglect of duties in a manner that is materially damaging to the Company or an affiliate of the Company; (4) a material breach or default in the performance of the Holder's obligations under the Holder's employment agreement with the Company; (5) a serious violation of any of the Company's policies to which officers of the Company are subject; or (6) an act of misappropriation, embezzlement, fraud or similar conduct, whether or not involving the Company View More

Cause. (i) the Employee's committing of an act of gross negligence, gross misconduct or dishonesty, or other willful act, including misappropriation, embezzlement or fraud, that materially adversely affects the Company or any of the Company's customers, suppliers or partners, (ii) his personal dishonesty, willful misconduct in the performance of services for the Company, or breach of fiduciary duty involving personal profit, (iii) his being convicted of, or pleading no contest to, any felony or... misdemeanor involving fraud, breach of trust or misappropriation or any other act that the Board reasonably believes in good faith has materially adversely affected, or upon disclosure will materially adversely affect, the Company, including the Company's public reputation, (iv) any material breach of any agreement with the Company by him that remains uncured for thirty (30) days after written notice by the Company to him, unless that breach is incapable of cure, or any other material unauthorized use or disclosure of the Company's confidential information or trade secrets involving personal benefit or (v) his failure to follow the lawful directions of the chief executive officer, in the scope of his employment unless he reasonably believes in good faith that these directions are not lawful and notifies the chief executive officer in writing of the reasons for his belief. View More