Cause

Cause. For purposes of this Agreement, your Your (i) material breach of your obligations under this Agreement, the PIIA, or any code of ethics or business conduct policy adopted by the Company from time to time, or of any other material contract with the Company or statutory duty owed to the Company; (ii) neglect or failure to conscientiously and diligently carry out your functions and/or duties after you have received a written demand of performance from the Company which specifically set forth the... factual basis for the Company's belief that you have not substantially performed your functions and have failed to cure such non-performance non-4137797675 v2 performance to the Company's satisfaction within ten (10) business days after receiving such notice; (iii) commission of any act that is reasonably likely to lead to a conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude under the laws of the United States or of any jurisdiction applicable to you; or (iv) commission or attempted commission of, or participation (whether by affirmative act or omission) in, a fraud or act of dishonesty against the Company Company. View More

Cause. With respect Shall have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, severance or similar agreement, including any Award Agreement, between the Participant and as determined by the Committee: (a) A Company or any Subsidiary; provided, that in the absence of an offer letter, employment, severance or similar agreement containing such definition, "Cause" means: (i) a violation of such Participant's obligations regarding confidentiality or the... protection of sensitive, confidential or proprietary information, or trade secrets; (b) An (ii) an act or omission by such Participant resulting in such Participant being charged with a criminal offense which constitutes a felony or involves moral turpitude or dishonesty; (c) Conduct (iii) conduct by such Participant which constitutes poor performance, gross neglect, insubordination, willful misconduct misconduct, or a breach of the Company's Code of Conduct or a fiduciary duty to the Company or its stockholders; shareholders; or (d) The (iv) the Company's determination that such Participant violated state or federal laws relating to the workplace environment, including without limitation, laws relating to sexual harassment or age, sex, race race, or other prohibited discrimination. Any determination by the Committee regarding whether an event constituting Cause shall have occurred shall be final, binding and conclusive View More

Cause. (i) your material and repeated failure to perform your stated duties, and your inability or unwillingness to cure such failure to the reasonable satisfaction of the Company within 30 days following written notice of such failure to you from the Company; Board; (ii) your material violation of a Company policy or material breach of any written agreement or covenant with the Company that concerns a significant issue or causes the Company tangible harm, Company, including, but not limited to, any... applicable invention assignment and confidentiality agreement or similar agreement between the Company and you; (iii) your conviction of, or entry of a plea of guilty or nolo contendere to, a felony (other than motor vehicle offenses the effect of which do not materially impair your performance of your employment duties); (iv) your commission of a willful act that constitutes gross misconduct and which is materially injurious to the Company; (v) your commission of any act of fraud or embezzlement; (vi) your commission of any act of dishonesty or any other willful misconduct that has caused or is reasonably expected to result in a material injury to the Company; or (vii) your willful failure to cooperate with an investigation authorized by the Company Board or initiated by a governmental or regulatory authority, in either case, relating to the Company, its business, business , or any of its directors, directors , officers or employees. You will be provided with 10 days' notice and thirty calendar days opportunity to cure any event that is curable. The determination as to whether you are being terminated for Cause will be made in good faith by the Board and will be final and binding, except that you may challenge whether the termination was for "cause" in arbitration, other than with respect to a termination based on clause (iii) above. binding. View More

Cause. (i) if the Employee is Means, (a) for a party to a written employment agreement Participant with the Company or a Subsidiary an Agreement that defines "cause" 'cause' or a comparable term, term at the relevant time, the definition in that employment agreement, such Agreement, and (ii) if not, (b) for all other Participants, the Company's Committee's good faith determination that the Employee Participant has: (1) (i) failed or refused to comply fully and timely with any reasonable instruction or... order of the Company or applicable a Subsidiary, provided that such noncompliance is not based primarily on the Employee's Participant's compliance with applicable legal or ethical standards; (2) (ii) acquiesced or participated in any conduct that is dishonest, fraudulent, illegal (at the felony level), unethical, involves moral turpitude, turpitude or is otherwise illegal and involves conduct that has the potential to cause the Company or a any Subsidiary or any of their respective officers or directors embarrassment or ridicule; -9- (3) (iii) violated any applicable policy or procedure of the Company or a Subsidiary policy or procedure, applicable to the Participant, including the Company's Code of Ethical Business Conduct; or (4) (iv) engaged in any act that is contrary to the best interests of or would expose the Company, a Subsidiary, its Subsidiaries, their related businesses, or any of their respective officers or directors to probable civil or criminal liability, excluding the Employee's Participant's actions in accordance with applicable legal or and ethical standards. View More

Cause. Means (i) Executive's willful refusal to perform in any material respect Executive's lawful duties or responsibilities for Broadcom within the scope of his responsibilities or willful disregard in any material respect of any financial or other budgetary limitations established in good faith by the Board; Board, in either case that is not cured upon ten (10) days' written notice thereof; (ii) Executive's material breach of any provision of this Agreement that is not cured upon ten (10) days' written notice thereof; (iii) the engaging by Executive in conduct that causes material and demonstrable injury, monetarily or otherwise, to Broadcom, including, but not limited to, misappropriation or conversion of assets of Broadcom (other than nonmaterial assets); or (iv) Executive's conviction of or entry of a plea of nolo contendere to a felony. View More

Cause. Shall be defined as it is in the then current WWE Severance Policy of the Company (or if WWE the Company does not then have a Severance Policy in place, then as defined in the current WWE Severance Policy attached as Exhibit A). of the Company). The inclusion of "sub-standard job performance" in this definition of "Cause" (or any provision in future iterations of the WWE Company's Severance Policy that has the same meaning) is expressly excluded for purposes of the Clawback provided in Section... 12. Such exclusion shall not affect any other rights of the Company under any other clause of the definition of "Cause". View More

Cause. (i) an Eligible Executive's material breach of the Plan or any other written agreement between such Eligible Executive and any member one or more members of the Company Group, including such Eligible Executive's material breach of any representation, warranty, warranty or covenant made under any such agreement; (ii) an Eligible Executive's material breach of any law applicable to the workplace or employment relationship, or an Eligible Executive's material breach of any material policy or code... of conduct established by any a member of the Company Group and applicable to such Eligible Executive; Executive, including the Company's policies on discrimination, harassment and sexual harassment; (iii) an Eligible Executive's violation of any law applicable to the workplace (including any law regarding anti-harassment, anti-discrimination, or anti-retaliation); (iv) an Eligible Executive's gross negligence, material misconduct reflecting negatively on the Company, willful misconduct, breach of fiduciary duty, fraud, theft, theft or embezzlement; (v) embezzlement on the part of such Eligible Executive; (iv) the commission by an Eligible Executive of, or conviction by a court of competent jurisdiction or indictment of an Eligible Executive for, or plea of nolo contendere by an Eligible Executive to, any felony (or state law equivalent) or any crime involving moral turpitude; (vi) or (v) an Eligible Executive's material willful failure or refusal, other than due to Disability, to perform such Eligible Executive's duties obligations pursuant to the Plan or to follow any lawful directive from the Board or an officer of the Company, as determined by the Committee; (vii) an Company; provided, however, that if such Eligible Executive's unlawful use (including being under actions or omissions as set forth in the influence) or possession preceding clause (v) are of illegal drugs on such a nature that the Company's premises or while performing Employee's duties and responsibilities hereunder; (viii) failure of an Company determines that they are curable by such Eligible Executive, in connection with his such actions or her work on behalf of omissions must remain uncured 30 days after the Company Group, to exercise that degree of care, skill, and diligence as employees of ordinary skill and knowledge commonly possess and exercise; or (ix) the failure of an Eligible Executive to act with undivided loyalty on behalf of the Company Group. For items (i), (vi) and (viii) above, such item will not be considered a breach unless the Company provides an Eligible Executive first provided Employee written notice of the existence of obligation to cure such condition(s) within 30 days after the Committee becomes aware of such condition(s) and the condition(s) specified in such notice are not corrected for 15 days following such Eligible Executive's receipt of such written notice; provided, however, that an Eligible Executive shall not be provided with an opportunity to correct such condition(s) if the Committee determines, in its sole and absolute discretion, that such condition(s) cannot be corrected actions or omissions. View More

Cause. (i) an Eligible Executive's material breach of the Plan or any other written agreement between such Eligible Executive and any member one or more members of the Company Group, including such Eligible Executive's material breach of any representation, warranty, warranty or covenant made under any such agreement; (ii) an Eligible Executive's material breach of any law applicable to the workplace or employment relationship, or an Eligible Executive's material breach of any material policy or code... of conduct established by any a member of the Company Group and applicable to such Eligible Executive; Executive, including the Company's policies on discrimination, harassment and sexual harassment; (iii) an Eligible Executive's violation of any law applicable to the workplace (including any law regarding anti-harassment, anti-discrimination, or anti-retaliation); (iv) an Eligible Executive's gross negligence, material misconduct reflecting negatively on the Company, willful misconduct, breach of fiduciary duty, fraud, theft, theft or embezzlement; (v) embezzlement on the part of such Eligible Executive; (iv) the commission by an Eligible Executive of, or conviction by a court of competent jurisdiction or indictment of an Eligible Executive for, or plea of nolo contendere by an Eligible Executive to, any felony (or state law equivalent) or any crime involving moral turpitude; (vi) or (v) an Eligible Executive's material willful failure or refusal, other than due to Disability, to perform such Eligible Executive's duties obligations pursuant to the Plan or to follow any lawful directive from the Board or an officer of the Company, as determined by the Committee; (vii) an Company; provided, however, that if such Eligible Executive's unlawful use (including being under actions or omissions as set forth in the influence) or possession preceding clause (v) are of illegal drugs on such a nature that the Company's premises or while performing Employee's duties and responsibilities hereunder; (viii) failure of an Company determines that they are curable by such Eligible Executive, in connection with his such actions or her work on behalf of omissions must remain uncured 30 days after the Company Group, to exercise that degree of care, skill, and diligence as employees of ordinary skill and knowledge commonly possess and exercise; or (ix) the failure of an Eligible Executive to act with undivided loyalty on behalf of the Company Group. For items (i), (vi) and (viii) above, such item will not be considered a breach unless the Company provides an Eligible Executive first provided Employee written notice of the existence of obligation to cure such condition(s) within 30 days after the Committee becomes aware of such condition(s) and the condition(s) specified in such notice are not corrected for 15 days following such Eligible Executive's receipt of such written notice; provided, however, that an Eligible Executive shall not be provided with an opportunity to correct such condition(s) if the Committee determines, in its sole and absolute discretion, that such condition(s) cannot be corrected actions or omissions. View More

Cause. As a reason for the termination of a Participant's termination of employment shall have the meaning assigned such term in the employment, severance or similar employment agreement or plan, offer letter, if any, between (or covering) the Participant and the Company or Subsidiary. Affiliate. If the Participant is not a party to an employment or covered by an employment, severance or similar agreement or plan offer letter with the Company or a Subsidiary an Affiliate in which such term is defined,... then unless otherwise defined in the applicable Award Agreement, "Cause" shall mean (a) conviction of the Participant for committing a felony under federal law or the law of the state in which such action occurred, (b) dishonesty in the course of fulfilling the Participant's duties to the Company or a Subsidiary, an Affiliate, (c) failure on the part of the Participant to perform substantially such Participant's duties to the Company or a Subsidiary an Affiliate in any material respect, (d) a material violation of the Company's ethics and compliance program, or (e) before a Change in Control, such other events as shall be determined by the Committee and set forth in a Participant's Award Agreement. Plan Committee. Notwithstanding any other provision of the Plan to the contrary, following a Change in Control, any determination by the Plan Committee as to whether "Cause" exists shall be subject to de novo review View More

Cause. Means, as As to any Participant, unless the applicable Award Agreement states otherwise, (i) Cause, as defined in any employment, consulting or similar agreement between the Participant and any member of the Company Group in effect at the time of such Termination, or (ii) in the absence of any such employment, consulting or similar agreement (or the absence of any definition of Cause contained therein), the Participant's Participant's: (A) the breach by Participant of (1) the terms of any... employment or severance agreement to which Participant is a party with any member of the Company Group, (B) if Participant has no such agreement, a breach of (including, without limitation, any non-competition, non-solicitation or confidentiality provisions thereof), or (2) the terms of Participant's employment (including, without limitation, or policies applicable to the material policies of Participant, (B) the Service Recipient, as applicable relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient), (C) the Participant's willful failure or refusal to perform Participant's material duties for the Service Recipient or any member of the Company Group, as applicable, (D) (C) the insubordination or disregard of the legal directives of the Board or senior management of the Company, as applicable, which are not inconsistent with the scope, ethics and nature of Participant's duties and responsibilities, (E) (D) engaging in misconduct that has, or could reasonably be expected to have, a material and adverse impact on the reputation, business, business relationships or financial condition of any member of the Company Group, (F) Group (E) the commission of an act of fraud or embezzlement or acts of personal dishonesty involving personal profit against any member of the Company Group or (G) commission of acts constituting, any Group, (F) conviction of, or plea of guilty or nolo contendere no contest to, a felony (I) any felony; or of a crime involving fraud or misrepresentation, or (II) any other crime that results, or could reasonably be expected to result in, material harm to the business or reputation of the Service Recipient or any other member of the Company Group Group, or (G) the Participant's reporting to work under the influence of alcohol or illegal drugs, the use of illegal drugs (whether or not at the workplace) or other repeated conduct causing the Company or any of its Subsidiaries substantial public disgrace or disrepute or economic harm View More

Cause. Except as otherwise set forth herein or in an applicable Agreement, (a) in the case of an Optionee or Grantee whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Optionee or Grantee and the Company or Subsidiary, which employment agreement includes a definition of Cause, 'Cause', the term Cause 'Cause' as used in this Plan or any Agreement shall have the meaning set forth in such employment agreement during the period that such... employment agreement remains in effect; and (b) in all other cases, (i) intentional failure to perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the performance of duties, (iii) involvement in a transaction in connection with the performance of duties to the Company or any of its Subsidiaries which transaction is adverse to the interests of the Company or any of its Subsidiaries and which is engaged in for personal profit or (iv) willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses); provided, however, that following a Change in Control clause (i) of this Section 2.6(b) 2.5(b) shall not constitute Cause 'Cause.' View More