Cause

Cause. A finding by the Company that Executive has (i) been convicted of a felony or crime involving moral turpitude; (ii) disclosed trade secrets or confidential information of the Company (or any Parent or Subsidiary) to persons not entitled to receive such information; (iii) engaged in conduct in connection with Executive's employment or service to the Company (or any Parent or Subsidiary), that has, or could reasonably be expected to result in, material injury to the business or reputation of the... Company (or any Parent or Subsidiary), including, without limitation, act(s) of fraud, embezzlement, misappropriation and breach of fiduciary duty; (iv) violated the operating and ethics policies of the Company (or any Parent or Subsidiary) in any material way, including, but not limited to those relating to sexual harassment and the disclosure or misuse of confidential information; (v) engaged in willful and continued negligence in the performance of the duties assigned to Executive by the Company, after Executive has received notice of and failed to cure such negligence; or (vi) breached any material provision of any agreement between Executive and the Company (or any Parent or Subsidiary), including, without limitation, any confidentiality agreement. View More

Cause. Shall mean (i) a material breach of any material term of any applicable offer letter or the Employee Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement referred to below, (ii) a plea of guilty or nolo contendere to, or conviction of, the commission of a felony offense or a crime of dishonesty, (iii) repeated unexplained or unjustified absences, refusals or failures to carry out the lawful directions of the Board of Directors of the Company (the "Board") or the Chief... Executive Officer, or the employee's supervisor, or (iv) willful misconduct that results or is reasonably likely to result in material harm to Constellation. View More

Cause. The occurrence of any of the following events during the Employment Period: (a) conduct amounting to fraud or dishonesty against the Employer or any Affiliate of the Employer; (b) the Employee's intentional misconduct, refusal or failure to follow the lawful directions of the chief executive officer of the Company, or such other senior officer as the Employee may report to from time to time (collectively, the "Senior Managers") or a breach of this Agreement; (c) intoxication with alcohol or... drugs while on the Employer's property or while carrying out the business of the Employer; (d) a conviction or plea of guilty or nolo contendere to a felony or to a misdemeanor involving charges of embezzlement, fraud, stealing or theft, or assault or battery to others; (e) a material breach or violation of the Company's code of conduct, employee handbook or similar policies or rules that is reasonably likely to expose the Company or any of its Affiliates to liability, including without limitation, due to sexual or other forms of prohibited harassment; or (f) the Employee's failure to observe and comply with the requirements in Sections 7 or 8 hereof View More

Cause. Shall, prior to or more than two years following a Change in Control, be deemed to exist upon (a) the Executive's refusal to perform (i) the Executive's assigned duties for the Company; or (ii) the Executive's obligations under this Agreement; (b) conduct of the Executive involving fraud, gross negligence or willful misconduct or other action which damages the reputation of the Company; (c) the Executive's indictment for or conviction of, or the entry of a pleading of guilty or nolo contendere... by the Executive to, any crime involving moral turpitude or any felony; (d) the Executive's fraud, embezzlement or other intentional misappropriation from the Company; or (e) the Executive's material breach of any material policies, rules or regulations of employment which may be adopted or amended from time to time by the Company; provided, however, that the Company may not terminate the Executive's employment for Cause unless (x) the Company gives written notice of its intent to terminate the Executive's employment (including the reasons therefor) and (y) with respect to any alleged violation of clause (a) or (e) above, the Executive fails to cure such refusal or material breach (if the breach is subject to cure) within thirty (30) days of the Executive's receipt of such written notice (which, if so cured within such 30-day period, shall no longer be a grounds for termination of the Executive's employment for "Cause"). The Company's financial performance or the financial performance of operating units for which the Executive is responsible shall not in and of itself constitute a basis for the Company to terminate the Executive for Cause or (except to the extent that financial performance triggers the Clawback Policy in a manner that affects any post-employment payments or benefits) refuse to provide any severance benefits under this Agreement; View More

Cause. The Participant's unsatisfactory performance or conduct detrimental to the Company and its subsidiaries, as solely determined by the Company

Cause. Any one or more of the following, in each case as determined in good faith by the Board or the Plan Administrator, (i) gross negligence or willful misconduct of a material nature in connection with the performance of the Participant's duties and responsibilities as an employee, which actions, if capable of being cured, are not cured within fifteen (15) days after written notice thereof from the Board or the Plan Administrator (or, in the case of any Participant other than the chief executive... officer, written notice from the chief executive officer), (ii) a conviction for (or pleading guilty or nolo contendere to) a felony or crime involving moral turpitude for which a pardon has not been granted as of the date of the termination, (iii) an act of fraud or embezzlement or misappropriation of the Company's or any of its Affiliates' funds or property; (iv) unlawful use (including being under the influence) or possession of illegal drugs on the premises of the Company or any of its Affiliates or while the Participant is performing the duties and responsibilities of his or her employment; (v) a violation of Section 9 hereof or any similar agreement between the Participant and the Company and the Board shall have determined that such act is harmful to the Company or its Affiliates; (vi) the Participant's breach of any of material obligations in his or her employment agreement, offer letter or other terms of employment, which breach, if capable of being cured, is not cured within fifteen (15) days after written notice thereof; (vii) the Participant's breach of his or her fiduciary duties as an officer or director of the Company or any of its Affiliates, which breach, if capable of being cured, is not cured within fifteen (15) days after written notice thereof; or (viii) the Participant's continued failure or refusal after written notice from the Board (or, in the case of any Participant other than the chief executive officer, written notice from the chief executive officer) to implement or follow the lawful and reasonable direction of the Board (or the chief executive officer, as applicable) that is consistent with the duties and responsibilities of the Participant. View More

Cause. (a) an intentional act of fraud, embezzlement, theft or any other material violation of law that occurs during or in the course of Executive's employment with the Corporation; (b) intentional damage to the Corporation's assets; (c) intentional disclosure of the Corporation's confidential information contrary to Corporation's policies; (d) material breach of Executive's obligations under this Agreement; (e) intentional engagement in any competitive activity which would constitute a breach of... Executive's duty of loyalty or of Executive's obligations under this Agreement; (f) the willful and continued failure to substantially perform Executive's duties for the Corporation (other than as a result of incapacity due to physical or mental illness); provided, however, that termination for Cause based on clause (f) shall not be effective unless the Executive shall have written notice from the Chief Executive Officer of the Corporation (which notice shall include a description of the reasons and circumstances giving rise to such notice) not less than 30 days prior to the Executive's termination and the Executive has failed after receipt of such notice to satisfactorily discharge the Executive's duties; or (g) intentional breach of any of Corporation's policies, willful conduct or gross negligence by Executive that is in either case demonstrably and materially injurious to Corporation, monetarily or otherwise View More

Cause. (f) "Cause" means that, in the reasonable determination of the Company, an Eligible Employee: (i) has been convicted of (or entered a plea of no contest to) any felony or any other criminal act; (ii) committed any act of fraud or embezzlement; (iii) permitted or allowed any unauthorized use or disclosure of confidential or proprietary information or trade secrets of the Company or its subsidiaries; (iv) committed any material violation of the Company's policies; or (v) committed any other... intentional misconduct which adversely affects the business or affairs of the Company in a material manner. View More

Cause. Subject to the conditions below, (i) Executive's conviction of (or plea of no contest or guilty to) a felony, (ii) Executive's willful failure to perform, in any material respect, Executive's material duties and responsibilities to the Company (other than any failure resulting from Executive's physical or mental injury, illness or incapacity), (iii) Executive's willful failure to comply, in any material respect, with any lawful policy adopted by the Company and communicated to Executive in... writing, or (iv) Executive's willful misconduct in performing Executive's duties to the Company under this Policy. View More

Cause. The occurrence of any one or more of the following events: (i) conduct by the Covered Executive constituting a material act of misconduct in connection with the performance of such Covered Executive's duties, including, without limitation, misappropriation of funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company or any of its subsidiaries or affiliates property for personal purposes; (ii) the commission by... the Covered Executive of (A) any felony, (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud, or (C) any conduct by the Covered Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries and affiliates if such Covered Executive were retained in their position; (iii) continued non-performance by the Covered Executive of their duties hereunder (other than by reason of the Covered Executive's physical or mental illness, incapacity or disability) which has continued for thirty (30) days following written notice of such non-performance from the Company; (iv) a breach by the Covered Executive of any of the provisions contained in Section 8 of this Plan; (v) a material violation by the Covered Executive of the Company's written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation View More