Cause

Cause. (i) Executive's willful and continued failure to perform the duties and responsibilities of his 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 his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of... the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; Company; (iii) Executive's conviction of, or plea of nolo contendere to, a any felony (or to any other crime that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; business); (iv) A willful breach of any fiduciary duty owed to the Company by Executive that has a material detrimental effect on the Company's reputation or business; Executive; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability), which the Board determines, in its reasonable discretion, will have a material detrimental effect on the Company's reputation or business; (vi) The entry of any cease and desist order against Executive with respect to any action which would bar Executive from service as an executive officer or member of a Board of any publicly-traded company (regardless of whether or not Executive admits or denies liability); (vi) (vii) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an "Investigation"). However, Executive's failure to waive attorney-client privilege relating to communications with Executive's own attorney in connection with an Investigation will not constitute "Cause"; or (vii) (viii) Executive's disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive's loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, disqualification or bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith commercially reasonable efforts to cause the disqualification or bar to be lifted or the license replaced. lifted. While any disqualification, disqualification or bar or loss continues during Executive's employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive's employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 10(a)(iii), Executive shall receive notice and an opportunity to be heard before the Board before any termination for Cause is deemed effective. Notwithstanding anything to the contrary, the Board may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company information, employees and business should Executive wish to avail himself of his opportunity to be heard before the Board prior to a termination for Cause. If Executive avails himself of his opportunity to be heard before the Board, and then fails to make himself available to the Board within five (5) business days of such request to be heard, the Board may thereafter cancel the administrative leave and terminate Executive for Cause. View More

Cause. For purposes of this Agreement, 'Cause' will mean any of the following events, as determined in good faith by the Board: (i) Acts or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive's willful obligations under this Agreement or otherwise relating to the business of the Company, or failure or refusal, after written notice thereof from the Chairman of the Board and continued failure an opportunity to perform the duties... and responsibilities cure of his position after there has been delivered at least 10 business days, to Executive a written demand for performance carry out lawful directions from the Board which describes with respect to Executive's obligations under this Agreement or otherwise relating to the basis for business of the Board's belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; Company; (ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive's conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; (iv) A breach of any fiduciary duty owed to the Company by Executive that has a material detrimental effect on the Company's reputation or business; -6- (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an "Investigation"). 'Investigation'). However, Executive's failure to waive attorney-client privilege relating to communications with Executive's own attorney in connection with an Investigation will not constitute "Cause"; or 'Cause'; (vii) Executive's disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive's loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive's employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive's employment is not permissible, Executive will be placed on leave (which will be paid to the extent legally permissible). View More

Cause. For purposes of this Agreement, "Cause" will mean: (i) Executive's willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive's illness or injury) 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 his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive's conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company's reputation or business; (iv) A willful breach of any fiduciary duty owed to the Company by Executive that has a material detrimental effect on the Company's reputation or business; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability), which the Board determines, in its reasonable discretion, will have a material detrimental effect on the Company's reputation or business; (vi) Executive entering any cease and desist order with respect to any action which would bar Executive from service as an executive officer or member of a board of directors of any publicly-traded company (regardless of whether or not Executive admits or denies liability); (vi) (vii) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an "Investigation"). However, Executive's failure to waive attorney-client privilege relating to communications with Executive's own attorney in connection with an Investigation will not constitute "Cause"; or (vii) (viii) Executive's disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive's loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, disqualification or bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith commercially reasonable efforts to cause the disqualification or bar to be lifted or the license replaced. lifted. While any disqualification, disqualification or bar or loss continues during Executive's employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if Executive's employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 6(a)(iii), Executive shall receive notice and an opportunity to be heard before the Board with Executive's own attorney before any termination for Cause is deemed effective. Notwithstanding anything to the contrary, the Board may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company information, employees and business should Executive wish to avail himself of his opportunity to be heard before the Board prior to the Board's termination for Cause. If Executive avails himself of his opportunity to be heard before the Board, and then fails to make himself available to the Board within five (5) business days of such request to be heard, the Board may thereafter cancel the administrative leave and terminate Executive for Cause. View More

Cause. Means Termination by the Company or its affiliates of the Employee's employment means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Company or its affiliates (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) for a period of at least ten that has not been cured within 30 days after a written demand for substantial performance is delivered to the Employee by the CEO, which demand... specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his the Employee's duties, or (ii) the willful engaging by the Employee in misconduct conduct which is demonstrably and materially injurious to the Company, Company or its subsidiaries, monetarily or otherwise. For purposes of this Agreement, definition, no act act, or failure to act act, on the Employee's part shall be considered deemed "willful" unless done done, or omitted to be done done, by the Employee not in good faith and without reasonable belief that such action the Employee's act, or omission failure to act, was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors of the Company at a meeting of the Board called and held for such purposes (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), stating that in the good faith opinion of the Board the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. or its affiliates. View More

Cause. Means Shall mean (i) the a willful and continued failure act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee and intended to substantially perform result in substantial personal enrichment of the Employee's duties with Employee, (ii) Employee being convicted of, or pleading nolo contendere to, a felony that is materially and demonstrably injurious to the Company (other than any such failure resulting from Company, and (iii) following delivery... to the Employee's incapacity due to physical or mental illness) for a period Employee of at least ten days after a written demand for substantial performance is delivered to from the Employee Company which specifically identifies describes the manner in which basis for the Company's reasonable belief that the Employee has not substantially performed his duties, or (ii) the willful engaging continued violations by the Employee in misconduct which is demonstrably and materially injurious of the Employee's obligations to the Company, monetarily or otherwise. Company which are demonstrably willful and deliberate on the Employee's part. For the purposes of this Agreement, Section 5(a), no act or failure to act on the Employee's part shall be considered "willful" unless done or omitted to be done by the Employee not in good bad faith and without reasonable belief that such action the act or omission was in or not opposed to the best interest interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done or omitted to be done in good faith and in the best interests of the Company. Notwithstanding anything herein to the foregoing, contrary, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than a majority three-quarters of the entire membership of the Board of Directors of the Company at a meeting of the Board called and held for such purposes the purpose (after reasonable notice to the Employee and an opportunity for the Employee, together Employee with the Employee's counsel, counsel to be heard before the Board), stating Board) finding that in the good faith opinion of the Board the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. properly terminated for Cause. View More

Cause. Means (i) the willful and continued failure by the Employee to substantially perform the Employee's duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to the Employee which specifically identifies the manner in which the Employee has not substantially performed his duties, or (ii) the willful engaging by the Employee in... misconduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Agreement, no act or failure to act on the Employee's part shall be considered "willful" unless done or omitted to be done by the Employee not in good faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Board of Directors President and CEO of the Company at a meeting of the Board called and held for such purposes (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee's counsel, to be heard before the Board), President and CEO), stating that in the good faith opinion of the Board President and CEO the Employee was guilty of conduct constituting Cause as set forth above and specifying the particulars thereof in detail. View More

Cause. As defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no (i) such agreement, "Cause" means (i) the Participant's continued failure to substantially to perform such Participant's duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten (10) 10 days following written notice by the Company or any of its Subsidiaries or Affiliates to the Participant... of such failure, (ii) dishonesty in the performance of the Participant's duties, (iii) the such Participant's conviction of, or plea of nolo contendere to, to (or similar plea under the applicable international jurisdiction), a crime constituting (A) a felony under the laws of the United States or any state thereof or the equivalent thereof under the laws of the applicable international jurisdiction, or (B) a misdemeanor involving moral turpitude, (iv) the such Participant's insubordination, willful malfeasance or willful misconduct in connection with the such Participant's duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Affiliates, Subsidiaries or Affiliates or (v) the such Participant's breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company. subject View More

Cause. As defined in an employment agreement or change in control agreement between the Company or any of its Affiliates subsidiaries and the Participant or, if not defined therein or if there is no such agreement, "Cause" means (i) the Participant's continued willful failure substantially to perform such Participant's duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten (10) 30 days following written notice by the Company ... class="diff-color-red">or any of its Affiliates to the Participant of such failure, (ii) dishonesty in the performance commission of the Participant's duties, (iii) the Participant's conviction of, or plea of nolo contendere to, a crime constituting (A) (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or (B) any similar criminal act in a misdemeanor jurisdiction outside the United States or (y) a crime involving moral turpitude, (iv) the (iii) Participant's insubordination, willful malfeasance or willful misconduct in connection with the Participant's duties or any act or omission which is demonstrably injurious to the financial condition or business reputation Company, (iv) any act of fraud by the Company or any of its Affiliates, Participant or (v) the Participant's breach of the provisions of any non-competition, non-solicitation confidentiality, noncompetition or confidentiality provisions nonsolicitation to which the Participant is subject. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company. View More

Found in Celanese contract

Cause. As defined in an employment agreement between the Company or any of its Affiliates and the Participant or, if not defined therein or if there is no such agreement, "Cause" means Shall mean (i) the Participant's continued failure substantially to perform such Participant's duties (other than as a result of total or partial incapacity due to physical or mental illness) for a period of ten (10) days following written notice by the Company or any of its Affiliates to the Participant of such... failure, (ii) dishonesty in the performance of the Participant's duties, (iii) the Participant's conviction of, or plea of nolo contendere to, a crime constituting (A) (x) a felony under the laws of the United States or any state thereof or (B) (y) a misdemeanor involving moral turpitude, turpitude or (iv) the Participant's insubordination, willful malfeasance or willful misconduct in connection with the Participant's duties or any act or omission which is injurious to the financial condition or business reputation of the Company or any of its Affiliates, or (v) the Participant's breach of any non-competition, non-solicitation or confidentiality provisions to which the Participant is subject. The determination of the Committee as to the existence of "Cause" will be conclusive on the Participant and the Company. Affiliates. View More

Cause. (i) a material breach by Executive (other than a breach resulting from Executive's incapacity due to a Disability) of Executive's duties and responsibilities which breach is demonstrably willful and deliberate on Executive's part, is committed in bad faith or without reasonable belief that such breach is in the best interests of Sears or the Sears Affiliates SHO and is not remedied in a reasonable period of time after receipt of written notice from Sears SHO specifying such breach; (ii) the... commission by Executive of a felony involving moral turpitude; or (iii) dishonesty or willful misconduct in connection with Executive's employment. View More

Cause. (i) a material breach by Executive (other than a breach resulting from Executive's incapacity due to a Disability) of Executive's duties and responsibilities which breach is demonstrably willful and deliberate on Executive's part, is committed in bad faith or without reasonable belief that such breach is in the best interests of Sears or the Sears Affiliates and is not remedied in a reasonable period of time after receipt of written notice from Sears specifying such breach; breach, which notice... specifically identifies the manner in which Sears or the Sears Affiliates believes that Executive has materially breached his duties and responsibilities; (ii) the commission by Executive of a felony involving moral turpitude; felony; or (iii) dishonesty or willful misconduct in connection with Executive's employment. View More

Cause. (i) a material breach by Executive (other than a breach resulting from Executive's incapacity due to a Disability) of Executive's duties and responsibilities responsibilities, as specifically agreed to under the Offer Letter and this Agreement, which breach is demonstrably willful and deliberate on Executive's part, is committed in bad faith or without reasonable belief that such breach is in the best interests of Sears or the Sears Affiliates and is not remedied in a reasonable period of time... after receipt of written notice from Sears specifying such breach; (ii) the commission by Executive of a felony involving moral turpitude; or (iii) dishonesty or willful misconduct in connection with Executive's employment. View More

Cause. Shall have the meaning set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, or, if none exists, shall mean a determination of 'Cause' under any applicable severance plan, Severance Plan, as in effect on the date of grant of the RSRs. PBRSRs and Related Cash Award. Notwithstanding the foregoing, unless otherwise set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, during the... one year period following a Change of Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful. View More

Cause. Shall have the meaning set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, or, if none exists, shall mean a determination of 'Cause' "Just Cause" under any applicable severance plan, the Ryder Severance Plan, as in effect on the date of grant of the RSRs. Option. Notwithstanding the foregoing, unless otherwise set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, during the ... class="diff-color-red">one three year period following a Change of in Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful. View More

Found in Ryder System contract

Cause. Shall have the meaning set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, or, if none exists, shall mean a determination of 'Cause' "Just Cause" under any applicable severance plan, the Ryder Severance Plan, as in effect on the date of grant of the RSRs. Notwithstanding the foregoing, unless otherwise set forth in any individual, valid, written agreement between the Participant and the Company or any Subsidiary, during the one three... year period following a Change of in Control, in no event shall a failure to meet performance expectations constitute Cause unless such failure was willful. View More

Cause. The meaning set forth in the Employee's Employment Agreement

Cause. The Shall have the meaning set forth in the Employment Agreement Agreement.

Cause. The Has the meaning set forth in the Employment Agreement Agreement.

Cause. Shall mean with respect to Executive one or more of the following: (i) the conviction of or plea of nolo contendere to a felony or other crime involving moral turpitude or the conviction of any crime involving misappropriation, embezzlement or fraud with respect to the Company Acadia or any of the Subsidiaries or any of their customers, suppliers or other business relations, (ii) willful conduct outside the scope of Executive's duties and responsibilities under this Agreement that causes the... Company Acadia or any of the Subsidiaries substantial public disgrace, disgrace or disrepute or demonstrable economic harm, (iii) repeated failure to perform duties consistent with this Agreement as reasonably directed by the Board, (iv) any willful act or knowing omission of aiding or abetting a competitor, supplier or customer competitor of the Company Acadia or any of the Subsidiaries to the disadvantage or detriment of the Company Acadia and the Subsidiaries, (v) material breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company Acadia or any of the Subsidiaries, (vi) an administrative or other proceeding arising as a result of Executive's action that results in the suspension or debarment of Executive from participation in any contracts with, or programs of, the United States or any of the fifty states or any agency or department thereof, or any finding of a governmental agency that Executive personally has engaged in misconduct in connection with her employment by the Company or any predecessor employer, or (vii) any other material breach by Executive of this Agreement (including, but not limited to, breach of the Relocation Requirement) or any other agreement between Executive and the Company Acadia or any of the Subsidiaries, provided that in each no determination of the foregoing cases, such event is not cured (if such event is reasonably curable) to the Board's reasonable satisfaction within thirty (30) days after "Cause" may be made until Executive has been given written notice thereof detailing the specific Cause event and a period of fifteen (15) business days following receipt of such notice to Executive. cure such event. View More

Cause. Shall mean with With respect to Executive one or more of the following: (i) the conviction of or plea of nolo contendere to a felony or other crime involving moral turpitude or the conviction of any crime involving misappropriation, embezzlement or fraud with respect to the Company Acadia or any of the Subsidiaries or any of their customers, suppliers or other business relations, (ii) conduct outside the scope of Executive's duties and responsibilities under this Agreement that causes the... Company Acadia or any of the Subsidiaries substantial public disgrace, disgrace or disrepute or economic harm, (iii) repeated failure to perform duties consistent with this Agreement as reasonably directed by the Board, (iv) any willful act or knowing omission aiding or abetting a competitor, supplier or customer of the Company Acadia or any of the Subsidiaries to the disadvantage or detriment of the Company Acadia and the Subsidiaries, (v) breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company Acadia or any of the Subsidiaries, (vi) an administrative or other proceeding results in the suspension or debarment of Executive from participation in any contracts with, or programs of, the United States or any of the fifty states or any agency or department thereof, or (vii) any other material breach by Executive of this Agreement or any other agreement between Executive and the Company Acadia or any of the Subsidiaries, provided that in each of the foregoing cases, such event which is not cured (if such event is reasonably curable) to the Board's reasonable satisfaction within thirty (30) days after written notice thereof to Executive. View More

Cause. Shall mean with With respect to Executive one or more of the following: (i) the conviction of or plea of nolo contendere to a felony or other crime involving moral turpitude or the conviction of any crime involving misappropriation, embezzlement or fraud with respect to the Company Acadia or any of the Subsidiaries or any of their customers, suppliers or other business relations, (ii) conduct outside the scope of Executive's duties and responsibilities under this Agreement that causes the... Company Acadia or any of the Subsidiaries substantial public disgrace, disgrace or disrepute or economic harm, (iii) repeated failure to perform duties consistent with this Agreement as reasonably directed by the Board, (iv) any willful act or knowing omission aiding or abetting a competitor, supplier or customer of the Company Acadia or any of the Subsidiaries to the disadvantage or detriment of the Company Acadia and the Subsidiaries, (v) breach of fiduciary duty, gross negligence or willful misconduct with respect to the Company Acadia or any of the Subsidiaries, (vi) an administrative or other proceeding results in the suspension or debarment of Executive from participation in any contracts with, or programs of, the United States or any of the fifty states or any agency or department thereof, or (vii) any other material breach by Executive of this Agreement or any other agreement between Executive and the Company Acadia or any of the Subsidiaries, provided that in each of the foregoing cases, such event which is not cured (if such event is reasonably curable) to the Board's reasonable satisfaction within thirty (30) days after written notice thereof to Executive. View More

Cause. For purposes of this Agreement, 'Cause' "Cause" shall mean mean: (i) Employee's Executive's continued failure to substantially perform the material duties and obligations of Employee's position under this Agreement (for reasons other than death or Disability (as defined below)), Disability), which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such... failure; (ii) Employee's Executive's failure or refusal to comply with reasonable written the policies, standards and regulations established by the Company from time to time which failure, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Employee Executive that results in a substantial gain or personal enrichment of Employee benefits Executive at the expense of the Company; (iv) Employee's the Executive's violation of a federal or state law or regulation applicable to the Company's business, which violation was or is reasonably likely to be materially injurious to business; (v) the Company; (v) Employee's Executive's violation of, or a plea of nolo contendere contendre or guilty to, a felony under the laws of the United States or any state; or (vi) the Employee's Executive's material breach of the terms of Section 4 of this Agreement or of the Confidentiality Agreement. Confidential Information Agreement (defined below). View More

Cause. For purposes of this Agreement, 'Cause' shall mean (i) Employee's continued the Executive's failure to substantially perform the duties and obligations of Employee's position under the Executive Agreement (for reasons other than death or Disability (as Disability), which shall not be materially different than the duties and obligations of the Executive as of immediately prior to the Closing as defined below)), in the Purchase Agreement, and which failure, if curable within the discretion of the... Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (ii) Employee's Executive's failure or refusal to comply with reasonable written policies, standards and regulations established by the Company from time to time time, which failure, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Employee that results in a substantial gain or personal enrichment of Employee at the expense of Executive; (iv) the Company; (iv) Employee's Executive's violation of a federal or state law or regulation applicable to the Company's business, which violation was or is reasonably likely to be materially injurious to business; (v) the Company; (v) Employee's Executive's violation of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (vi) the Employee's material Executive's breach of the terms of Section 4 of this the Executive Agreement or of the Confidentiality Agreement. Employee Proprietary Information Agreement between the Company and the Executive dated on or about the date hereof. View More

Cause. For purposes of this Agreement, 'Cause' "Cause" shall mean (i) Employee's continued failure to substantially perform the duties and obligations of Employee's position (for reasons other than death or Disability (as defined below)), which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (ii) Employee's failure to devote the same amount of... time in the performance of his duties and responsibilities as Chief Executive Officer as would be expected of a person in the same position whose principal residence is located in Austin, Texas, which failure, if curable within the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice from the Company of such failure; (iii) Employee's failure or refusal to comply with reasonable written policies, standards and regulations established by the Company from time to time which failure, if curable in the discretion of the Company, is not cured to the reasonable satisfaction of the Company within thirty (30) days after receipt of written notice of such failure from the Company; (iii) (iv) any act of personal dishonesty, fraud, embezzlement, misrepresentation, or other unlawful act committed by Employee that results in a substantial gain or personal enrichment of Employee at the expense of the Company; (iv) (v) Employee's violation of a federal or state law or regulation applicable to the Company's business, which violation was or is reasonably likely to be materially injurious to the Company; (v) (vi) Employee's violation of, or a plea of nolo contendere or guilty to, a felony under the laws of the United States or any state; or (vi) (vii) the Employee's material breach of the terms of Section 4 of this Agreement or of the Confidentiality Agreement. Agreement; or (viii) failing to consent to or to satisfactorily complete the Company's background check following his acceptance of employment with the Company or failing to satisfy the federal immigration requirements set forth under paragraph 10 of his offer letter. View More

Cause. (i) shall have the meaning given to such term in any employment agreement or offer letter between the Holder Grantee and any entity in the Company Group in effect at the time of the determination or (ii) if the Holder Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of 'cause,' shall mean a good faith determination by the Company that the Holder Grantee (A) engaged in misconduct or... gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group Group. View More

Cause. (i) shall have the meaning given to such term in any employment agreement or offer letter between the Holder Grantee and any entity in the Company Group in effect at the time of the determination or (ii) if the Holder Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of 'cause,' shall mean a good faith determination by the Company that the Holder Grantee (A) engaged in misconduct or... gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group View More

Cause. (i) shall have the meaning given to such term in any employment agreement or offer letter between the Holder Grantee and any entity in the Company Group in effect at the time of the determination or (ii) if the Holder Grantee is not then party to any agreement or offer letter with any entity in the Company Group or any such agreement or offer letter does not contain a definition of 'cause,' shall mean a good faith determination by the Company that the Holder Grantee (A) engaged in misconduct or... gross negligence in the performance of his or her duties or willfully and continuously failed or refused to perform any duties reasonably requested in the course of his or her employment; (B) engaged in fraud, dishonesty, or any other conduct that causes, or has the potential to cause, harm to any entity in the Company Group, including its business reputation or financial condition; (C) violated any lawful directives or policies of the Company Group or any applicable laws, rules or regulations; (D) materially breached his or her employment agreement, proprietary information agreement or confidentiality agreement with any entity in the Company Group; (E) was convicted of, or pled guilty or no contest to, a felony or crime involving dishonesty or moral turpitude; or (F) breached his or her fiduciary duties to the Company Group Group. View More

Cause. That the Grantee has committed prior to termination of employment any of the following acts: (i) an An intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with the Grantee's duties or in the course of the Grantee's employment; (ii) intentional Intentional wrongful damage to material assets of the Company; (iii) intentional Intentional wrongful disclosure of material confidential information of the Company; (iv) intentional Intentional wrongful... engagement in any competitive activity that would constitute a material breach of the duty of loyalty; (v) intentional Intentional breach of any stated material employment policy of the Company; or (vi) intentional Intentional neglect by the Grantee of the Grantee's duties and responsibilities. View More

Cause. That the Shall mean Grantee has shall have committed prior to termination of employment any of the following acts: (i) an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with the Grantee's duties or in the course of the Grantee's employment; (ii) intentional wrongful damage to material assets of the Company; (iii) intentional wrongful disclosure of material confidential information of the Company; (iv) intentional wrongful engagement in any... competitive activity that would constitute a material breach of the duty of loyalty; (v) intentional breach of any stated material employment policy of the Company; or (vi) intentional neglect breach of any non-competitive; non-solicitation or non-disclosure agreement with the Company. Any determination of whether Grantee's employment was terminated for Cause shall be made by the Grantee of the Grantee's duties Committee, whose determination shall be binding and responsibilities. conclusive. View More

Cause. That the Shall mean Grantee has shall have committed prior to termination of employment any of the following acts: (i) an intentional act of fraud, embezzlement, theft, or any other material violation of law in connection with the Grantee's duties or in the course of the Grantee's employment; (ii) intentional wrongful damage to material assets of the Company; (iii) intentional wrongful disclosure of material confidential information of the Company; (iv) intentional wrongful engagement in any... competitive activity that would constitute a material breach of the duty of loyalty; (v) intentional breach of any stated material employment policy of the Company; or (vi) intentional neglect breach of any non-competitive; non-solicitation or non-disclosure agreement with the Company. Any determination of whether Grantee's employment was terminated for Cause shall be made by the Grantee of the Grantee's duties Committee, whose determination shall be binding and responsibilities. conclusive. View More