Cause. For purposes of this Agreement, "Cause" for termination will have the meaning set forth in the Lipocine Inc. Amended and Restated 2011 Equity Incentive Plan.
Cause. For purposes of this Agreement, "Cause" 'Cause' for termination will have the meaning set forth in the Lipocine Inc. Amended and Restated 2011 Equity Incentive Plan.
Cause. For purposes of this Agreement, "Cause" will mean: (i) Executive's failure to perform the duties and responsibilities of Executive's position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board's belief that Executive has not substantially performed Executive's duties and provides Executive with fifteen (15) days to take corrective action; (ii) Any act of gross negligence, willful misconduct (such as bribery,... sexual harassment, violation of Company ethics policy and other actions of misconduct of similar significance) or dishonesty taken by Executive in connection with Executive's employment with the Company, and in the case of gross negligence such act had a material adverse effect on the Company's business or reputation; (iii) Any act of dishonesty or moral turpitude consisting fraud or embezzlement or otherwise adversely affecting the Company's business or reputation; (iv) Executive's conviction of, or plea of nolo contendre to, a felony; (v) Executive's indictment for a criminal violation of state or federal securities laws; or (vi) Any breach by Executive of any covenants or obligations set forth in this Agreement which is not cured within fifteen (15) days following Executive's receipt of written notice of such breach from the Board.View More
Cause. For purposes of this Agreement, "Cause" 'Cause' will mean: (i) Executive's failure to perform the duties and responsibilities of Executive's position after there has been delivered to Executive a written demand for performance from the Board CEO which describes the basis for the Board's CEO's belief that Executive has not substantially performed Executive's duties and provides Executive with fifteen (15) days to take corrective action; (ii) Any act of gross negligence, willful misconduct (such... as bribery, sexual harassment, violation of Company ethics policy and other actions of misconduct of similar significance) or dishonesty taken by Executive in connection with Executive's employment with the Company, and in the case of gross negligence such act had a material adverse effect on the Company's business or reputation; Confidential 2 (iii) Any act of dishonesty or moral turpitude consisting fraud or embezzlement or otherwise adversely affecting the Company's business or reputation; (iv) Executive's conviction of, or plea of nolo contendre to, a felony; (v) Executive's indictment for a criminal violation of state or federal securities laws; or (vi) Any breach by Executive of any covenants or obligations set forth in this Agreement which is not cured within fifteen (15) days following Executive's receipt of written notice of such breach from the Board. CEO. View More
Cause. (i) conviction of or plea of nolo contendere to a felony by the Awardee; (ii) acts of dishonesty by the Awardee resulting in personal gain or enrichment at the expense of the Company or its Subsidiaries or the affiliates of the Company and its Subsidiaries; (iii) conduct by the Awardee in connection with his duties to the Company and/or its Subsidiaries that is fraudulent, unlawful, grossly negligent, disloyal or otherwise contrary to the best interests of the Company and/or its Subsidiaries;... (iv) engaging in inappropriate personal conduct by the Awardee including, but not limited to, harassment discrimination, or the use or possession at work of any illegal controlled substance; (v) contravention of specific lawful direction from the Board or supervisor or continuing failure by the Awardee to perform his duties to the Company or its Subsidiaries, or (vi) breach of any non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Awardee for the benefit of the Company or any of its Subsidiaries; provided that, at the Company's discretion, the Awardee may have up to fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to (i) above), if curable. A termination for "Cause" shall be effective immediately (or on such other date set forth by the Company).View More
Cause. (i) conviction of or plea of nolo contendere to a felony by the Awardee; (ii) acts of dishonesty by the Awardee resulting in personal gain or enrichment at the expense of the Company or its Subsidiaries or the affiliates of the Company and its Subsidiaries; (iii) conduct by the Awardee in connection with his duties to the Company and/or its Subsidiaries that is fraudulent, unlawful, unlawful or grossly negligent, disloyal or otherwise contrary to the best interests of the Company and/or its... Subsidiaries; negligent; (iv) engaging in inappropriate personal conduct by the Awardee including, but not limited to, harassment discrimination, or the use or possession at work of any illegal controlled substance; (v) contravention of specific lawful direction from the Board or supervisor or continuing failure by the Awardee to perform his duties to the Company or its Subsidiaries, or (vi) breach of any non-disclosure, non-competition, non-solicitation or other similar agreement executed by the Awardee for the benefit of the Company or any of its Subsidiaries; provided provided, that, at the Company's discretion, the Awardee may shall have up to fifteen (15) days after notice from the Company to cure the deficiency leading to the Cause determination (except with respect to (i) above), if curable. A termination for "Cause" shall be effective immediately (or on such other date set forth by the Company). Notwithstanding the foregoing, if the Awardee and the Company or any of its Subsidiaries have entered into an employment agreement, consulting agreement, advisory agreement or other similar agreement that specifically defines "cause," then "Cause" shall have the meaning defined in that employment agreement, consulting agreement, advisory agreement or other agreement. View More
Cause. Unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant's Cash Award Agreement, Option Agreement, Stock Award Agreement or written contract of employment or service, any of the following: (i) the Participant's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or Affiliate documents or records; (ii) the Participant's material failure to abide by a Company's or Affiliate's code of... conduct or other policies (including without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant's unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company or an Affiliate (including, without limitation, the Participant's improper use or disclosure of confidential or proprietary information); (iv) the Participant's violation of any noncompetition agreement with the Company or an Affiliate; (v) any intentional act by the Participant which has a material detrimental effect on the Company or an Affiliate's reputation or business; (vi) the Participant's repeated failure or inability to perform any reasonable assigned duties after written notice from the Company or an Affiliate, and a reasonable opportunity to cure, such failure or inability; (vii) any material breach by the Participant of any employment or service agreement between the Participant and the Company or an Affiliate, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant's ability to perform his or her duties with the Company or an AffiliateView More
Cause. Unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant's Cash Award Agreement, Option Agreement, Stock Award Agreement or by a written contract of employment or service, any of the following: (i) the Participant's theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company or Affiliate documents or records; (ii) the Participant's material failure to abide by a Company's or Affiliate's code... of conduct or other policies (including (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant's unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the a Company or an Affiliate (including, without limitation, the Participant's improper use or disclosure of a Company's confidential or proprietary information); (iv) the Participant's violation of any noncompetition agreement with the Company or an Affiliate; (v) any intentional act by the Participant which has a material detrimental effect on the Company or an Affiliate's a Company's reputation or business; (vi) (v) the Participant's repeated failure or inability to perform any reasonable assigned duties after written notice from the a Company or an Affiliate, of, and a reasonable opportunity to cure, such failure or inability; (vii) (vi) any material breach by the Participant of any employment employment, service, non-disclosure, non-competition, non-solicitation or service other similar agreement between the Participant and the Company or an Affiliate, a Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant's conviction (including any plea of guilty or nolo contendere) of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant's ability to perform his or her duties with the a Company or an AffiliateView More
Cause. Shall mean: (i) the Executive's willful and continuous failure to substantially perform his or her material duties (other than a failure due to a Disability); (ii) the commission of any activities constituting a violation or breach under any federal, state or local law or regulation applicable to the activities of the Company, as determined in the reasonable judgment of the Company; (iii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other actions that cause significant... damage to the property or business of the Company; (iv) repeated absences from work such that the Executive is unable to perform his or her employment or other duties in all material respects, other than due to Disability; (v) admission or conviction of, or plea of nolo contendere to, any felony that, in the reasonable judgment of the Company, adversely affects the Company's reputation or the Executive's ability to carry out the obligations of his or her employment or services; (vi) loss of any license or registration that is necessary for the Executive to perform his or her duties for the Company; (vii) failure to cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, as determined in the reasonable judgment of the Company; (viii) any act or omission in violation or disregard of the Company's policies, including but not limited to the Company's harassment and discrimination policies and Standards of Conduct then in effect, in such a manner as to cause significant loss, damage or injury to the Company's property, reputation or employees; provided, however, that no act or failure to act on the Executive's part shall be considered "willful" unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company. Any act or failure to act (A) based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company, (B) implementing in good faith the advice of counsel for the Company or (C) that meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-laws of the Company or the laws of the state of its incorporation or the directors' and officers' liability insurance of the Company, in each case as in effect at the time Cause would otherwise arise, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company.View More
Cause. Shall mean: (i) the Executive's willful and continuous failure to substantially perform his or her material duties (other than a failure due to a Disability); (ii) the commission of any activities constituting a violation or breach under any federal, state or local law or regulation applicable to the activities of MasterBrand, the Company, Company or their respective affiliates, as determined in the reasonable judgment of the Company; (iii) fraud, breach of fiduciary duty, dishonesty,... misappropriation or other actions that cause significant damage to the property or business of MasterBrand, the Company; Company or their respective affiliates; (iv) repeated absences from work such that the Executive is unable to perform his or her employment or other duties in all material respects, other than due to Disability; (v) admission or conviction of, or plea of nolo contendere to, contendere, to any felony that, in the reasonable judgment of the Company, adversely affects MasterBrand's, the Company's or their respective affiliates' reputation or the Executive's ability to carry out the obligations of his or her employment or services; (vi) loss of any license or registration that is necessary for the Executive to perform his or her duties for the Company; (vii) failure to cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, as determined in the reasonable judgment of the Company; (viii) any act or omission in violation or disregard of policies of MasterBrand, the Company's policies, Company or their respective affiliates which are applicable to the Executive, including but not limited to the Company's harassment and discrimination policies and Standards of Conduct then in effect, in such a manner as to cause significant loss, damage or injury to the Company's property, reputation or employees; employees of MasterBrand, the Company or their respective affiliates; provided, however, that no act or failure to act on the Executive's part shall be considered "willful" unless it is done, or omitted to be done, by him or her in bad faith or without reasonable belief that his or her action or omission was in the best interests of the Company. Any act or failure to act (A) based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company, (B) implementing in good faith the advice of counsel for the Company or (C) that meets the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-laws of MasterBrand or the Company or the laws of the state of its incorporation or the directors' and officers' liability insurance of MasterBrand or the Company, in each case as in effect at the time Cause would otherwise arise, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. View More
Cause. Shall mean "Cause" as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of "Cause" is then in effect or if such term is not defined therein, "Cause" shall mean (i) Participant's engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant's continued failure to substantially perform his duties to the Company,... (iii) Participant's repeated dishonesty in the performance of his duties to the Company, (iv) Participant's commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (v) Participant's material breach of any confidentiality, non-solicitation or non-competition covenant entered into between the Participant and the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement.View More
Cause. Shall mean "Cause" Cause as defined in any employment, severance, or similar agreement then in effect between the Participant and any of the Company or its Affiliates, or, if no such agreement containing a definition of "Cause" Cause is then in effect or if such term is not defined therein, "Cause" Cause shall mean (i) Participant's engagement in misconduct which is materially injurious to the Company or its Affiliates, (ii) Participant's continued failure to substantially perform his duties to... the Company, insubordination after clear and lawful direction , (iii) Participant's repeated dishonesty commission of a felony in the performance of his duties to the Company, Company , (iv) Participant's commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from, from the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least one year or (v) Participant's material breach of any confidentiality, non-solicitation confidentiality or non-competition covenant entered into between the Participant and the Company, or (vi) Participant's employment with a competitor while employed by the Company. The determination of the existence of Cause shall be made by the Committee in good faith, which determination shall be conclusive for purposes of this Agreement. View More
Cause. The occurrence of any of the following conditions, in each case, as to which (x) the Company gives the Eligible Participant notice within ninety (90) days of its first existence and (y) to the extent curable, the Eligible Participant fails to cure such condition(s) within thirty (30) days of receiving such notice: (a) theft; a material act of fraud; intentional falsification of any employment or Company records; or the commission of any criminal act; (b) improper disclosure or use of the... Company's confidential, business or proprietary information by the Eligible Participant; (c) gross negligence or willful misconduct in the performance of the Eligible Participant's assigned duties that causes demonstrable harm to the Company; or (d) repeated failure by the Eligible Participant to perform his or her job responsibilities in accordance with written instructions from such Eligible Participant's supervisor (which, in the case of the Company's Chief Executive Officer, shall be the Company's Board of Directors).View More
Cause. The occurrence of any of the following conditions, in each case, as to which (x) the Company gives the Eligible Participant notice within ninety (90) days of its first existence and (y) to the extent curable, the Eligible Participant fails to cure such condition(s) within thirty (30) days of receiving such notice: (a) theft; a material act of dishonesty or fraud; intentional falsification of any employment or Company records; or the commission of any criminal act; act;; (b) improper disclosure... or use of the Company's confidential, business or proprietary information by the Eligible Participant; (c) gross negligence or willful misconduct in the performance of the Eligible Participant's assigned duties that causes demonstrable harm to the Company; duties; or (d) repeated failure by the Eligible Participant to perform his or her job responsibilities in accordance with written instructions from such Eligible Participant's supervisor (which, in the case of the Company's Chief Executive Officer, shall be the Company's Board of Directors). View More
Cause. For termination by the Employer of Executive's employment with the Employer means any of the following: (i) the failure of Executive to perform substantially his duties (other than any such failure resulting from incapacity due to disability), within ten days after written notice from the Employer; (ii) Executive's conviction of, or plea of guilty or no contest to (A) a felony or (B) a misdemeanor involving dishonesty or moral turpitude; or (iii) Executive engaging in any illegal conduct, gross... misconduct, or other material breach of this Agreement which is materially and demonstrably injurious to the business or reputation of the Employer; or (iv) Executive engaging in any act of dishonesty or fraud involving Employer or any subsidiary or affiliate of Employer.View More
Cause. For termination by the Employer of Executive's Employee's employment with the Employer means any of the following: (i) the failure of Executive the executive to perform substantially his duties (other than any such failure resulting from incapacity due to disability), within ten days after written notice from the Employer; (ii) Executive's Employee's conviction of, or plea of guilty or no contest to (A) (a) a felony or (B) (b) a misdemeanor involving dishonesty or moral turpitude; or (iii) ... class="diff-color-red">Executive Employer engaging in any illegal conduct, gross misconduct, or other material breach of this Agreement Agreement, which is materially and demonstrably injurious to the business or reputation of the Employer; Employer, or 8 (iv) Executive Employee engaging in any act of dishonesty or fraud involving Employer or any subsidiary or affiliate of Employer. View More
Cause. That one or more of the following has occurred: (i) you have committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties; (iii) your abuse of narcotics or alcohol that has or may reasonably harm the Company; (iv) any violation by you of the Company's written policies;... (v) your failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Board of Directors; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company.View More
Cause. That one or more of the following has occurred: (i) you have committed a felony (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction); (ii) you have engaged in acts of fraud, dishonesty or other acts of material misconduct in the course of your duties; (iii) your abuse of narcotics or alcohol that has or may reasonably harm the Company; (iv) any willful material violation by you of the Company's... written policies; (v) your willful failure to perform or uphold your duties and/or you fail to comply with reasonable directives of the Company's Board of Directors; or (vi) any breach by you of any provision of Section 6, or any material breach by you of this Agreement or any other contract you are a party to with the Company. No act or omission to act by you will be "willful" if conducted in good faith or with a reasonable belief that such act or omission was in the best interests of the Company. View More