Cause

Example Definitions of "Cause"
Cause. Exclusively: (i) embezzlement, fraud or other conduct that would constitute a felony (other than traffic-related citations); (ii) willful unauthorized disclosure of Confidential Information; (iii) material breach by a Participant of the terms of the Plan or the Participant's Employment Agreement; (iv) gross misconduct or gross neglect in the performance of a Participant's duties of employment; (v) willful failure to cooperate with a bona fide internal investigation or investigation by... regulatory or law enforcement authorities, after being instructed by the Company or an Affiliate to cooperate, or the willful destruction or failure to preserve documents or other material reasonably known to be relevant to such an investigation, or the willful inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (vi) willful and material violation of the Company's or an Affiliate's written conduct policies, including but not limited to the Company's Employment Handbook and Ethics Code. The Company or Affiliate will give a Participant written notice prior to terminating the Participant's employment pursuant to (iii), (iv), (v), or (vi) of the immediately preceding sentence, setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, the Participant shall have 20 business days from the giving of such notice within which to cure any such failure, breach or refusal; provided, however, that, if the Company or Affiliate reasonably expects irreparable injury from a delay of 20 business days, the Company or Affiliate may give the Participant notice of such shorter period within which to cure as is reasonable under the circumstances View More
Cause. Exclusively: As a reason for a Participant's termination of employment shall mean exclusively: (i) embezzlement, fraud or other conduct that would constitute a felony (other than traffic-related citations); (ii) willful unauthorized disclosure of any information relating to the Company or any of its Affiliates which is proprietary to the Company or any of its Affiliates ('Confidential Information'), including any trade secret or any written (including in any electronic form) or oral... communication incorporating Confidential Information; Information in any way (except as may be required by law or in the performance of the Participant's duties for the Company or any of its Affiliates consistent with the Company's policies); (iii) material breach by a Participant of the terms of the this Plan or an employment agreement between the Participant's Employment Agreement; Participant and the Company or its Affiliates; (iv) gross misconduct or gross neglect in the performance of a Participant's duties of employment; (v) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities, after being instructed by the Company or an Affiliate to cooperate, or the willful destruction or failure to preserve documents or other material reasonably known to be relevant to such an investigation, or the willful inducement of others to fail to cooperate or to destroy or fail to produce documents or other material; or (vi) willful and material violation of the Company's or an Affiliate's written conduct policies, including but not limited to the Company's Employment Handbook and Ethics Code. The Company or Affiliate will give a Participant written notice prior to terminating the Participant's employment pursuant to (iii), (iv), (v), or (vi) of the immediately preceding sentence, setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, the Participant shall have 20 twenty (20) business days from the giving of such notice within which to cure any such failure, breach or refusal; provided, however, that, if the Company or Affiliate reasonably expects irreparable injury from a delay of 20 twenty (20) business days, the Company or Affiliate may give the Participant notice of such shorter period within which to cure as is reasonable under the circumstances View More
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Cause. Any one or more of the following, whether occurring before or after the date hereof: (i) Employee's deliberate and continued refusal to carry out duties and instructions of the Board and CEO consistent with the position following notice by Choice and a five business days cure period; (ii) Employee's commission of an act materially detrimental to the financial condition, operations and/or goodwill of Choice; (iii) Employee's gross negligence or willful misconduct in the performance of duties to... Choice; (iv) Employee's commission of any act of theft, fraud, dishonesty, breach of trust or breach of fiduciary duty involving Choice; (v) Employee's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (vi) any breach by Employee of the covenants contained in this Agreement, or (vii) the material violation by Employee of any Choice policy or any statutory or common law duty to Choice View More
Cause. Any one or more of the following, whether occurring before or after the date hereof: (i) Employee's deliberate and continued refusal to carry out duties and instructions of the Board and CEO consistent with the position following notice by Choice and a five business days cure period; position; (ii) Employee's commission of an act materially detrimental to the financial condition, operations and/or goodwill of Choice; (iii) Employee's gross negligence or willful misconduct in the performance of... duties to Choice; (iv) Employee's commission of any act of theft, fraud, material dishonesty, material breach of trust or breach of fiduciary duty involving Choice; (v) Employee's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (vi) any material breach by Employee of the covenants contained in this Agreement, or (vii) the material violation by Employee of any Choice policy communicated to Employee or of which he should reasonably have been aware or any statutory or common law duty to Choice Choice. Cause shall not occur based upon Employee's action or inactions on the advice of the Board or counsel to Choice. Employee shall be entitled to fourteen (14) days advance written notice of termination, except in the case of clause (iv) or (v), in which case the termination shall be effective upon receipt of notice. Such written notice shall specify in reasonable detail the grounds for Cause and, except in the case of clauses (iv) and (v), Employee shall have an opportunity to contest or cure such basis for termination during the fourteen (14) day period after receipt of written notice. View More
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Cause. Means (i) (a) the conviction or plea of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect the Parent, Employer or their respective Subsidiaries or (y) fraud, in either case, with respect to the Parent, Employer or any of their respective Subsidiaries or any of their customers, vendors or employees, (ii) substantial and repeated... failure to perform duties of the office held by Executive as reasonably and expressly directed by the Board, provided that Executive shall have the opportunity to address the Board before a termination pursuant to this clause (ii) becomes effective, (iii) gross negligence or willful misconduct with respect to the Parent, Employer or any of their respective Subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring the Parent, Employer or any of their respective Subsidiaries into substantial public disgrace or disrepute, (v) any breach by Executive of Section 2 or Section 3 of this Agreement and/or (vi) a failure to observe the Parent's, Employer's or any of their respective Subsidiaries' policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by the Board from time to time. View More
Cause. Means (i) (a) the conviction or plea commission of no contest for or indictment on a felony or a crime involving moral turpitude or (b) the commission of any other act or omission involving (x) dishonesty that is reasonably likely to materially and adversely affect the Parent, Employer or their respective Subsidiaries or (y) fraud, in either case, fraud with respect to Employer, the Parent, Employer Parent or any of their respective Subsidiaries or any of their customers, vendors or employees,... (ii) substantial and repeated failure to perform duties of the office held by Executive as reasonably and expressly directed by the Board, provided that an executive to whom Executive shall have the opportunity to address the Board before a termination pursuant to this clause (ii) becomes effective, directly or indirectly reports or by Employer, (iii) gross negligence or willful misconduct with respect to Employer, the Parent, Employer Parent or any of their respective Subsidiaries or any of their customers, vendors or employees, (iv) conduct which could reasonably be expected to bring Employer, the Parent, Employer Parent or any of their respective Subsidiaries into substantial public disgrace or disrepute, (v) any breach by Executive of Section 2 or Section 3 of this Agreement and/or (vi) a failure to observe the Parent's, Employer's or any of their respective Subsidiaries' policies or standards regarding employment practices (including, without limitation, nondiscrimination and sexual harassment policies) as approved by the Board Employer from time to time. View More
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Cause. A conviction of a felony or any fraudulent or willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC or its affiliates. With respect to a Grantee who is a member of LNC's Senior Management Committee, Cause shall be determined in the sole discretion of the Committee. For any other Grantee, Cause shall be determined in the sole discretion of LNC's Chief Human Resources Officer.
Cause. A conviction of a felony or any fraudulent or willful misconduct by Grantee that is materially and demonstrably injurious to the business or reputation of LNC or its affiliates. LNC. With respect to a Grantee who is a member of LNC's Senior Management Committee, an SMC member, Cause shall be determined in the sole discretion of the Committee. Compensation Committee of the LNC Board of Directors. For any other Grantee, Cause shall be determined in the sole discretion of LNC's Chief Human... Resources Officer. View More
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Cause. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as 'Cause' until after Executive has been given written notice of such event, failure, conduct or breach and Executive fails to cure such event, failure, conduct or breach within 30 days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is incapable of being cured.
Cause. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as 'Cause' "Cause" until after Executive Employee has been given written notice of such event, failure, conduct or breach and Executive Employee fails to cure such event, failure, conduct or breach within 30 days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is incapable of being cured.
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Cause. For the purposes of this Agreement, "Cause" means the occurrence of any one or more of the following: (i) Executive's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude; (ii) Executive's willful and continued failure or refusal to follow lawful and reasonable instructions of the Chief Executive Officer of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; (iii) Executive's willful and continued failure to... faithfully and diligently perform the assigned duties of Executive's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Executive; (v) conduct by Executive that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or (vi) Executive's material breach of this Agreement, the Proprietary Agreement, or any applicable Company policies. An event described in Section 12.1(ii) through Section 12.1(vi) herein shall not be treated as "Cause" until after Executive has been given written notice of such event, failure, conduct or breach and Executive fails to cure such event, failure, conduct or breach within 30 days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is incapable of being cured. View More
Cause. For the purposes of this Agreement, "Cause" 'Cause' means the occurrence of any one or more of the following: (i) Executive's conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude; (ii) Executive's willful and continued failure or refusal to follow lawful and reasonable instructions of the Chief Executive Officer of the Company or lawful and reasonable policies and regulations of the Company or its affiliates; (iii) Executive's willful and continued... failure to faithfully and diligently perform the assigned duties of Executive's employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by Executive; (v) conduct by Executive that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate; or (vi) Executive's material breach of this Agreement, the Proprietary Confidentiality Agreement, or any applicable Company policies. An event described in Section 12.1(ii) 14.1(ii) through Section 12.1(vi) 14.1(vi) herein shall not be treated as "Cause" 'Cause' until after Executive has been given written notice of such event, failure, conduct or breach and Executive fails to cure such event, failure, conduct or breach within 30 days from such written notice; provided, however, that such 30-day cure period shall not be required if the event, failure, conduct or breach is incapable of being cured. View More
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Cause. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Subsidiary, or in the absence of any such then-effective agreement or definition, a Participant's deliberate and serious disloyal or dishonest conduct in the course of employment that justifies and results in prompt discharge for specific cause under the established policies and practices of the Company or one of its Subsidiaries. Examples of... such deliberate and serious disloyal or dishonest conduct would include material unlawful conduct, material and conscious falsification or unauthorized disclosure of important records, embezzlement or unauthorized conversion of property, serious violation of conflict of interest or vender relations policies, and misuse or disclosure of significant trade secrets or other information likely to be of use to the detriment of the Company or its interests. View More
Cause. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Subsidiary, or in Subsidiary. In the absence of any such then-effective agreement or definition, "Cause" means, (i) failure to substantially perform a Participant's duties for the Company or one of its Subsidiaries (other than failure resulting from incapacity due to physical or mental illness) after receipt of a written demand for such... performance specifically identifying such failure and which affords the Participant a reasonable period of time (as determined by the Company or one of its Subsidiaries in its discretion under the circumstances) in which to cure such failure; or (ii) deliberate and serious disloyal or dishonest conduct in the course of employment that justifies and results in prompt discharge for specific cause under the established policies and practices of the Company or one of its Subsidiaries. Examples of such deliberate and serious disloyal or dishonest conduct would include material unlawful conduct, material and conscious falsification or unauthorized disclosure of important records, records or reports, embezzlement or unauthorized conversion of property, serious violation of conflict of interest or vender interest, vendor relations policies, and or the Company's Business Conduct Guide (or any successor or replacement code of conduct for employees), or misuse or disclosure of significant trade secrets or other information likely to be of use detrimental to the detriment of the Company or its interests. View More
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Cause. Any act or omission constituting a material breach by the Executive of any provisions of this Agreement; provided however, that, for avoidance of doubt, the failure of the Executive to relocate his residence to the area surrounding the Executive's initial Place of Performance on or before September 30, 2015 as required under Section 8 shall constitute 'Cause'
Cause. Any act or omission constituting a material breach by the Executive of any provisions of this Agreement; provided however, that, for avoidance of doubt, the failure of the Executive to timely relocate his her residence to the area surrounding the Executive's initial Place of Performance on or before September 30, 2015 as required under Section 8 shall constitute 'Cause'
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Cause. (i) an unauthorized use or disclosure by Employee of the Company's or its subsidiaries'confidential information or trade secrets, which use or disclosure causes or is reasonably likely to cause material harm to the Company or its subsidiaries, (ii) a material breach of any agreement between Employee and the Company or its subsidiaries, (iii) a material failure to comply with the Company's or its subsidiaries' written policies or rules that has caused or is reasonably likely to cause material... injury to the Company, its successor, or its affiliates, or any of their business, (iv) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof, (v) willful misconduct that has caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates, or any of their business, (vi) embezzlement, (vii) failure to cooperate with the Company or its subsidiaries in any investigation or formal proceeding if the Company or its subsidiaries has requested Employee's reasonable cooperation, (viii) violation of any applicable federal, state or foreign statutes or laws that govern or regulate employment, pharmaceutical drugs or securities, including but not limited to the laws enforced by the federal Equal Employment Opportunity Commission, Department of Labor, Food and Drug Administration, Securities and Exchange Commission and Department of Justice or (ix) a continued failure to perform assigned duties after receiving written notification of such failure from the Company's, or its subsidiaries', as applicable, Chief Executive Officer; provided that Employee must be provided with written notice of Employee's termination for "Cause" and Employee must be provided with a thirty (30) day period following Employee's receipt of such notice to cure the event(s) that trigger "Cause," with the Company's or its subsidiaries', as applicable, Chief Executive Officer making the final determination whether Employee has cured any Cause. View More
Cause. (i) an unauthorized use or disclosure by Employee Executive of the Company's or its subsidiaries'confidential subsidiaries' confidential information or trade secrets, which use or disclosure causes or is reasonably likely to cause material harm to the Company or its subsidiaries, (ii) a material breach of any agreement between Employee Executive and the Company or its subsidiaries, (iii) a material failure to comply with the Company's or its subsidiaries' written policies or rules that has... caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates, or any of their business, (iv) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof, (v) willful misconduct that has caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates, or any of their business, (vi) embezzlement, (vii) failure to cooperate with the Company or its subsidiaries in any investigation or formal proceeding if the Company or its subsidiaries subsidiary, as applicable, has requested Employee's Executive's reasonable cooperation, (viii) violation of any applicable federal, state or foreign statutes or laws that govern or regulate employment, pharmaceutical drugs or securities, including but not limited to the laws enforced by the federal Equal Employment Opportunity Commission, Department of Labor, Food and Drug Administration, Securities and Exchange Commission and Department of Justice or (ix) a continued failure to perform assigned duties after receiving written notification of such failure from the Company's, Company's or its subsidiaries', subsidiarys', as applicable, Chief Executive Officer; provided that Employee Executive must be provided with written notice of Employee's Executive's termination for "Cause" and Employee Executive must be provided with a thirty (30) day period following Employee's Executive's receipt of such notice to cure the event(s) that trigger "Cause," with the Company's or its subsidiaries', subsidiarys', as applicable, Chief Executive Officer Board of Directors making the final determination whether Employee Executive has cured any Cause. View More
Cause. (i) an unauthorized use or disclosure by Employee Executive of the Company's or its subsidiaries'confidential subsidiaries' confidential information or trade secrets, which use or disclosure causes or is reasonably likely to cause material harm to the Company or its subsidiaries, (ii) a material breach of any agreement between Employee Executive and the Company or its subsidiaries, (iii) a material failure to comply with the Company's or its subsidiaries' written policies or rules that has... caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates, or any of their business, (iv) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof, (v) willful misconduct that has caused or is reasonably likely to cause material injury to the Company, its successor, or its affiliates, or any of their business, (vi) embezzlement, (vii) failure to cooperate with the Company or its subsidiaries in any investigation or formal proceeding if the Company or its subsidiaries subsidiary, as applicable, has requested Employee's Executive's reasonable cooperation, (viii) violation of any applicable federal, state or foreign statutes or laws that govern or regulate employment, pharmaceutical drugs or securities, including but not limited to the laws enforced by the federal Equal Employment Opportunity Commission, Department of Labor, Food and Drug Administration, Securities and Exchange Commission and Department of Justice or (ix) a continued failure to perform assigned duties after receiving written notification of such failure from the Company's, Company's or its subsidiaries', subsidiarys', as applicable, Chief Executive Officer; provided that Employee Executive must be provided with written notice of Employee's Executive's termination for "Cause" and Employee Executive must be provided with a thirty (30) day period following Employee's Executive's receipt of such notice to cure the event(s) that trigger "Cause," with the Company's or its subsidiaries', subsidiarys', as applicable, Chief Executive Officer Board of Directors making the final determination whether Employee Executive has cured any Cause. View More
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Cause. Employee's (i) failure to satisfactorily perform Employee's material duties or to devote Employee's full time and effort to Employee's position; (ii) violation of any material Company policy that remains unremedied after reasonable notice to cure the violation; (iii) failure to follow lawful directives from the Company's Chairman, President and Chief Executive Officer, the Board of Directors, or Employee's direct supervisor, (iv) negligence or material misconduct; (v) dishonesty or fraud; or... (vi) felony conviction. View More
Cause. The Employee's (i) failure to satisfactorily perform Employee's material duties or to devote Employee's full time and effort to Employee's position; (ii) violation of any material Company policy that remains unremedied after reasonable notice to cure the violation; (iii) failure to follow lawful directives from the Company's Chairman, President and Chief CEO, President, Executive Officer, Vice President, the Board of Directors, or Employee's direct supervisor, (iv) negligence or material... misconduct; (v) dishonesty or fraud; or (vi) felony conviction. conviction View More
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