Cause

Cause. With respect to any Participant, shall have the definition set forth in any individual employment, severance or other similar agreement between such Participant and the Company or one of its Subsidiaries or, if there is no such agreement or no definition of 'cause' in any such agreement, Cause shall mean (unless otherwise determined by the Committee and set forth in an Award Agreement) (i) the willful and continued failure by the Participant to substantially perform his or her duties with the... Company (other than any such failure resulting from disability or other causes beyond the Participant's reasonable control); or (ii) the willful engaging by the Participant in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise; or (iii) embezzlement or other fraud committed by the Participant, at his or her direction or with his or her personal knowledge, to the detriment of the Company or its Subsidiaries, as determined by the Board, in its sole discretion; or (iv) the Participant's conviction, commission, or plea of nolo contendere for any criminal offense or commission by the Participant of any act that the Board, in its sole discretion considers, materially damaging or discrediting to the Company or it Subsidiaries View More

Cause. The termination of employment or other services for gross negligence, personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or the willful violation of any law, rule or regulation (other than traffic violations or similar offenses); provided, however, if a Participant has an employment agreement with the Company or Related Company and such employment agreement defines a termination for... 'cause,' then 'Cause' used herein shall have the same meaning as set forth in such employment agreement View More

Cause. (i) my commission of any act of personal dishonesty, fraud or misrepresentation which was intended to or resulted in substantial gain or personal enrichment for me at the expense of the Company; (ii) my conviction of, or plea of nolo contendere or guilty to a felony or any other crime which involves moral turpitude; (iii) my breach of this Agreement; or (iv) gross misconduct in the performance of my duties.

Cause. (i) willful or gross misconduct by you that is materially detrimental to the Company or a Subsidiary, including but not limited to a willful violation of the Company's trading policy or code of business conduct that is materially detrimental to the Company or a Subsidiary, (ii) acts of personal dishonesty or fraud by you toward the Company or a Subsidiary, (iii) your conviction of a felony, except for a conviction related to vicarious liability based solely on your position with the Company or... a Subsidiary, provided that you had no involvement in actions leading to such liability or had acted upon the advice of the Company's or a Subsidiary's counsel, or (iv) your refusal to cooperate in an investigation of the Company or a Subsidiary if requested to do so by the Board of Directors of the Company. For purposes of this definition of Cause, no act or failure to act by you shall be considered "willful" unless it occurs without your good faith belief that such act or failure to act was in, or not contrary to, the best interests of the Company. Before you may be terminated, you shall be given 30 days to cure such misconduct, if cure is possible. View More

Cause. Shall mean, with respect to the Participant, one or more of the following: (i) the plea of guilty or nolo contendere to, or conviction of, the commission of a felony offense, (ii) any act of willful fraud, dishonesty or moral turpitude that causes a material harm to the General Partner, the Partnership or any of their Affiliates, (iii) gross negligence or gross misconduct with respect to the General Partner, the Partnership or any of their Affiliates, (iv) willful and deliberate failure to... perform his or her employment duties in any material respect, or (v) breach of a material written employment policy of the General Partner, the Partnership or any of their Affiliates to which the Participant is subject; provided, however, that in the case of a Participant who has an employment agreement with the General Partner, the Partnership or any of their Affiliates in which "Cause" is defined, "Cause" shall be determined in accordance with such definition. View More

Cause. (i) CEO's conviction of, plea of guilty to, or plea of nolo contendere to a felony or other crime that involves fraud or dishonesty; (ii) Any willful action or omission by CEO which would constitute grounds for immediate dismissal under the employment policies of the Company; (iii) CEO's habitual neglect of duties, including, but not limited to, repeated absences from work without reasonable excuse; or (iv) CEO's willful and intentional material misconduct in the performance of his duties that... results in financial detriment to the Company or any subsidiary of the Company; In the event that CEO agrees to resign from his affiliation with the Company or a subsidiary of the Company in lieu of being terminated for Cause, he may be deemed to have been terminated for Cause for purposes of this Plan. View More

Cause. Executive's gross misconduct (as defined below) or willful (as defined below) and material breach of Section 10 of this Agreement. For purposes of this definition, "gross misconduct" shall mean (A) a felony conviction in a court of law under applicable federal or state laws which results in material damage to the Company or its subsidiaries or materially impairs the value of the Executive's services to the Company, or (B) willfully engaging in one or more material acts of misconduct, or... willfully omitting to perform material duties hereunder, which act or omission demonstrably and materially damages the Company. For purposes of this Agreement, a "willful" act or omission by Executive means an act or omission that is done or omitted to be done by him not in good faith, and does not include any act or failure to act resulting from any incapacity of Executive. Notwithstanding the foregoing, Executive may not be terminated for Cause unless and until there shall have been delivered to him, within six months after the Board (A) had knowledge of conduct or an event allegedly constituting Cause and (B) had reason to believe that such conduct or event could be grounds for Cause, a copy of a resolution duly adopted by a majority affirmative vote of the membership of the Board (excluding Executive) (after giving Executive reasonable notice specifying the nature of the grounds for such termination and not less than 30 days to correct the acts or omissions complained of, if correctable, and affording Executive the opportunity, together with his counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Executive was guilty of conduct set forth above in this Section 8(a). View More

Cause. Means (i) an unauthorized use or disclosure of the Company's confidential information or trade secrets, which use or disclosure causes material harm to the Company; (ii) a deliberate material failure to comply with any of the Company's written policies or rules; (iii) conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any state thereof; (iv) gross misconduct; (v) following a Change in Control only, a continued failure to perform assigned... duties after receiving written notification of such failure from the Board of Directors, provided that such duties are those customarily performed by a person holding the position that Executive holds immediately prior to the Change in Control of a corporation of similar size as the Company engaged in a similar line of business as the Company; or (vi) failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive's cooperation View More

Cause. Shall have the meaning ascribed to it in any employment agreement between Optionee and the Company or any Subsidiary; provided that if Optionee does not have an employment agreement with the Company or any of its Subsidiaries that includes a definition of Cause, then a termination for Cause shall mean the termination by the Company or any Subsidiary of Optionee's employment with the Company or any Subsidiary as a result of (i) the commission by Optionee of a felony or a fraud, (ii) gross... negligence or gross misconduct by Optionee with respect to the Company or any Subsidiary or affiliate of the Company, (iii) Optionee's failure to follow the directions of the Board or Chief Executive Officer of the Company, which failure is not cured within three days after written notice thereof to Optionee, (iv) Optionee's violation of any non-competition, non-solicitation or non-disclosure agreement with the Company or any Subsidiary, (v) Optionee's breach of a material employment policy of the Company, which breach is not cured within three days after written notice thereof to Optionee, or (vi) any other breach by Optionee of any agreement with the Company or any Subsidiary that is material and is not cured within thirty days after written notice thereof to Optionee. View More

Cause. "Cause means": (i) Violation of SolarWinds.Net code of conduct, Business Guideposts; (ii) Conviction of (including a plea of guilty or novo contender) of a felony or any crime of theft, dishonesty or moral turpitude, or (iii) Gross omission or gross dereliction of any statutory or common-law duty of loyalty to SolarWinds.Net.