Cause

Cause. (i) the Executive has been convicted of, or has pleaded guilty or nolo contendere to, any felony or crime involving moral turpitude, (ii) the Executive has engaged in willful misconduct which is injurious to the Company or materially failed or refused to perform the material duties lawfully and reasonably assigned to the Executive or has performed such material duties with gross negligence or has breached any material term or condition of this Agreement, the Executive's Confidential Information... and Invention Assignment Agreement with the Company or any other material agreement with the Company, in any case after written notice by the Company of such misconduct, performance issue, gross negligence or breach of terms or conditions and an opportunity to cure within thirty (30) days of such written notice thereof from the Company, unless such misconduct, performance issue, gross negligence or breach is, by its nature, not curable, or (iii) the Executive has committed any act of fraud, theft, embezzlement, misappropriation of funds, breach of fiduciary duty or other willful act of material dishonesty against the Company that results in material harm to the Company. View More

Cause. For purposes of this Agreement, "Cause" for termination will mean any one or more of the following: (a) Executive's conviction of, or plea of "guilty" or "no contest" to, any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof (other than a motor-vehicle related felony for which no custodial penalty is imposed); (b) Executive's commission of, or participation in, a fraud or material act of dishonesty against the Company or... any of its employees or directors; (c) Executive's intentional, material violation of any contract or agreement between the Executive and the Company, the Company's employee handbook and employment policies, the Company's Code of Conduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive's unauthorized use or unauthorized disclosure of the Company's confidential information or trade secrets or other material breach of the Confidentiality Agreement (as defined below); (e) Executive's willful misconduct in the performance of Executive's employment duties; and (f) Executive's willful failure to reasonably cooperate with any internal or external Company investigation or audit (whether being conducted by the Company or by a third-party); provided, 4. that "Cause" pursuant to the foregoing clauses (c), (d), (e), and (f) shall exist only if (i) such Cause event results in or is likely to result in substantial and material damage to the Company and its subsidiaries, taken as a whole, and (ii) the Board has first provided Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure such Cause event within such period, then the termination of employment must be effective not later than 30 days after the end of Executive's cure period. No act or failure to act by Executive shall be considered "willful" if done or omitted by Executive in good faith with reasonable belief that Executive's action or omission was in the best interests of the Company and/or its subsidiaries. View More

Cause. Termination of Employment as a result of the occurrence of one or more of the following events: (a)Job-related misconduct or non-performance of duties;(b)Violation of the policies of Tyson (including a violation of the Code of Conduct);(c)Any willful and wrongful conduct or omission by you that injures Tyson;(d)Any act by you of intentional misrepresentation or embezzlement, misappropriation or conversion of assets of Tyson;(e)You are convicted of, confess to, plead no contest to, or become the... subject of proceedings that provide a reasonable basis for Tyson to believe that you have been engaged in a felony, serious crime, job-related misdemeanor, or similar offense; or(f)Your intentional or willful violation of any restrictive covenant or other agreement to which you are a party with Tyson. View More

Cause. I. At any time after a Change in Control, Cause means any of the following acts by Employee, as determined by the Compensation Committee of the Board of Directors of the Company: (a) gross neglect of duty, (b) prolonged absence from duty without the consent of the Company, (c) intentionally engaging in any activity that is in conflict with or adverse to the business, reputation or other interests of the Company, or (d) willful misconduct, misfeasance or malfeasance of... duty which is reasonably determined to be detrimental to the Company. The determination of the Compensation Committee as to the existence of "Cause" shall be conclusive on Employee and the Company. ii. At any time prior to a Change in Control, Cause means any of the following: (a) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (b) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (c) improper disclosure of the Company's confidential or proprietary information, (d) Employee's failure to comply with reasonable written directives of the Chairman of the Board or the Board of Directors of the Company, (e) a course of conduct amounting to gross incompetence, (f) chronic and unexcused absenteeism, or (g) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. View More

Cause. (1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, (2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, (3) improper disclosure of the Company's confidential or proprietary information, (4) the Employee's failure to comply with reasonable written directives of the Chairman of the Board or the Board of Directors of the Company, (5) a course of conduct amounting to gross... incompetence, (6) chronic and unexcused absenteeism, or (7) misconduct in connection with the performance of any of Employee's duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. View More

Cause. Cause means any of the following acts by Employee, if the act or acts of Employee are determined by the Company to constitute Cause: (a) gross neglect of duty; (b) intentionally engaging in any activity that is in conflict with or adverse to the business or reputation of the Company; (c) engaging in any act involving moral turpitude; (d) conviction of a felony, or conviction of a misdemeanor where active imprisonment is imposed; (e) falsification of any Company records or engaging in any... misappropriation, fraud, breach of fiduciary duty or dishonesty that affects the Company's business or reputation; (f) disclosure of the Company's confidential or proprietary information in violation of this Agreement or applicable law; (g) Employee's failure to comply with reasonable written directives of the individual to whom Employee reports or of the Chairman of the Board or the Board of Directors of the Company, after reasonable notice of the deficiency and a reasonable opportunity to cure; (h) chronic and unexcused absenteeism; (i) willful or intentional violation of any law or regulations to which the Company is subject; (j) failure to comply with the material terms of this Agreement after reasonable notice and a reasonable opportunity to cure; (k) the willful and material violation of the Company's policies, including its Code of Ethics; and (l) the willful failure to cooperate with any investigation authorized by the General Counsel or the Board of Directors of the Company. The determination of the Company as to the extension of Cause shall be in the sole discretion of the Company and shall be conclusive on the parties to the Agreement. View More

Cause. Cause means any of the following acts by Employee, as determined by the Compensation Committee of the Board of Directors of the Company: (a) gross neglect of duty, (b) prolonged absence from duty without the consent of the Company, (c) intentionally engaging in any activity that is in conflict with or adverse to the business, reputation or other interests of the Company, or (d) willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the... Company. The determination of the Compensation Committee as to the existence of Cause shall be conclusive on Employee and the Company. View More

Cause. What the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate or, in the absence of any such then-effective agreement or definition, means (i) a Participant's material breach of any confidentiality, non-solicitation, non-competition, invention assignment or similar agreement with the Company or any Affiliate, (ii) an act or acts of dishonesty undertaken by a Participant resulting in gain or... personal enrichment of the Participant at the expense of the Company, (iii) persistent failure by a Participant to perform the duties associated with Participant's employment or other status as a Service Provider, (iv) any failure by the Participant to materially conform to the Company's business conduct or ethics code, or (v) the indictment or conviction of the Participant for a felony View More

Cause. Shall mean any of the following conduct by the Executive: (i) The deliberate and intentional breach of any material provision of this Agreement, which breach Executive shall have failed to cure within thirty (30) days after Executive's receipt of written notice from the Company specifying the nature of the Executive's breach; (ii) The deliberate and intentional engaging by Executive in gross misconduct that is materially and demonstrably inimical to the best interests, monetary or otherwise, of... the Company; or (iii) Conviction of a felony or conviction of any crime involving moral turpitude, fraud or deceit. View More

Cause. For purposes of this Agreement, as determined by the Board in its reasonable judgment: (i) Executive's failure to perform (other than by reason of disability), or material negligence in the performance of, his duties and responsibilities to the Company or any of its Affiliates; (ii) material breach by Executive of any provision of this Agreement or any other agreement with the Company or any of its Affiliates; (iii) other conduct by Executive that is reasonably likely to be materially harmful... to the business, interests or reputation of the Company or any of its Affiliates; (iv) fraud, embezzlement or other material dishonesty by Executive with respect to the Company or any of its Affiliates; (v) Executive's conviction of, or pleading guilty or no contest to, any felony or other crime involving moral turpitude; or (vi) a breach of any confidentiality/non-competition/ non-solicitation agreement. With respect to a breach of (i), (ii), or (iii), Executive shall be given 30 days, after written notice of such breach, to cure a breach to the reasonable satisfaction of the Company. View More