Cause

Cause. For purposes of this Agreement, "Cause", with respect to the termination by Employer of Employee's employment shall mean (i) the willful and continued failure by Employee to perform his or her duties for Employer under this Agreement after at least one warning in writing from the Board or its designee identifying specifically any such failure; (ii) willful misconduct of any type by Employee, including, but not limited to, the disclosure or improper use of Employer's confidential information or... proprietary data, which causes or may cause material injury to Employer, as specified in a written notice to Employee from the Board or its designee; (iii) Employee's conviction of, or plea of guilty or nolo contendre to, a crime (other than a traffic violation); or (iv) Employee's material violation of any published policy of Employer including, but not limited to, those policies which pertain to the use, possession, or being under the influence, of illegal drugs, alcohol, or any prescription drug which was not prescribed to Employee. No act or failure to act on the part of Employee shall be considered to have been willful for purposes of clause (i) or (ii) of this Section 1(a) unless done, or omitted to be done, by Employee without a reasonable belief that the action or omission was in the best interest of Employer. View More

Cause. With respect to any Employee or Consultant, unless the applicable Award Agreement states otherwise: (a) If the Employee or Consultant is a party to an employment or service agreement with the Company or its Affiliates and such agreement provides for a definition of Cause, the definition contained therein; or (b) If no such agreement exists, or if such agreement does not define Cause: (i) the commission of, or plea of guilty or no contest to, a felony or a crime involving moral turpitude or the... commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (ii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or disrepute; (iii) gross negligence or willful misconduct with respect to the Company or an Affiliate; (iv) material violation of state or federal securities laws; or (v) material violation of the Company's written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. View More

Cause. Means (i) a material failure to substantially perform your duties as an employee of PHH (other than failure resulting from incapacity due to physical or mental illness); (ii) any act of fraud, misappropriation, dishonesty, embezzlement or similar conduct against, or relating to the assets of, PHH; (iii) your conviction (or plea of nolo contendere) of a felony or any crime involving moral turpitude; (iv) repeated instances of negligence in the performance of your job or any instance of gross... negligence in the performance of your duties as an employee of PHH or (v) any breach by you of any fiduciary obligation owed to PHH or any material element of PHH's Code of Ethics, Code of Conduct or other applicable workplace policies. View More

Cause. A determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) dishonesty, fraud, misconduct or negligence in connection with Participant's duties to the Company, (ii) unauthorized disclosure or use of the Company's confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding Company competitor, (v) a felony conviction, (vi) refusal to attend to the duties or obligations... of the Participant's position, or (vii) violation or breach of, or failure to comply with, the Company's code of ethics or conduct, any of the Company's rules, policies or procedures applicable to the Participant or any agreement in effect between the Company and the Participant. The determination as to whether Cause for a Participant's termination exists will be made in good faith by the Company and will be final and binding on the Participant. This definition does not in any way limit the Company's or any Parent's or Subsidiary's ability to terminate a Participant's employment or services at any time as provided in Section 20 above. Notwithstanding the foregoing, the foregoing definition of "Cause" may, in part or in whole, be modified or replaced in each individual employment agreement, Award Agreement, or other applicable agreement with any Participant, provided that such document supersedes the definition provided in this Section 28.7. View More

Cause. Means the occurrence of any of the following: (a) the Executive's engaging in illegal or gross misconduct that is injurious to any member of the Company Group (or their successors); (b) the Executive being convicted of, or the Executive's plea of no contest to, a felony or crime involving moral turpitude; (c) the Executive's engaging in fraud, misappropriation, embezzlement, dishonesty or other willful act of misconduct with respect to any member of the Company Group (or their successors or... affiliates, as applicable); (d) the Executive's failure to substantially perform the Executive's material job duties or carry out or comply with a lawful and reasonable directive of the Company; or (e) the Executive's breach of any of the Executive's obligations under any written agreement with any member of the Company Group (or their successors or affiliates, as applicable). Any termination for "Cause" will require Board approval, and the Executive will be given the opportunity to appear in person before the entire Board in order to explain the Executive's position on the allegations or claims that constitute "Cause." The Board (excluding the Executive if at such time the Executive is a member of the Board) shall make all determinations relating to termination, including without limitation any determination regarding Cause. View More

Cause. The occurrence of any of the following, as determined by the Company's management in its sole discretion: (i) serious misconduct by the Participant in the performance of his or her employment duties; (ii) the Participant's conviction of, or entering a guilty plea with respect to a felony or a misdemeanor involving moral turpitude; (iii) the Participant's commission of an act involving personal dishonesty that results in financial, reputational, or other harm to the Company or its affiliates or... subsidiaries; (iv) the Participant's failure to comply with any applicable term set forth in the Company's Key Employee Agreement or other similar agreement protecting confidential information; or (v) the Participant's material violation of any rule, policy, procedure or guideline of the Company or its affiliates or subsidiaries, including but not limited to the Company's Business Conduct Guidelines View More

Cause. Shall mean a termination of Executive's employment as a result of: (i) any act by Executive of fraud against, material misappropriation from, or material dishonesty to the Bank during the Term; (ii) conduct by Executive that amounts to willful misconduct, gross and willful insubordination, or gross neglect in the performance of Executive's duties and responsibilities hereunder; (iii) Executive's conviction of, indictment for (or its procedural equivalent), or entering of a guilty plea or plea... of no contest with respect to, a crime involving breach of trust or moral turpitude or any felony; (iv) receipt of any form of notice, written or otherwise, that any regulatory agency having jurisdiction over the Bank intends to institute any form of formal or informal regulatory action against Executive; (v) Executive's removal and/or permanent prohibition from participating in the conduct of the Bank's affairs by an order issued under 12 U.S.C. Section 1818(e) or (g); (vi) the exhibition of a standard of behavior within the scope of or related to Executive's employment that is materially disruptive to the orderly conduct of the Bank's business operations (including, without limitation, substance abuse or sexual harassment or sexual misconduct that violates federal or state law); (vii) Executive's breach of any fiduciary duty owed to the Bank; or (viii) a material breach of the terms of this Agreement by Executive not cured by Executive within ten (10) business days after his receipt of the Bank's written notice thereof, including, without limitation, a material failure by Executive to perform Executive's duties and responsibilities in the manner and to the extent required under this Agreement, and, in the event Executive does not cure said condition, the Bank terminates his employment within thirty (30) days after the period for curing said condition has expired; each of the foregoing to be determined by the Board in the reasonable exercise of its discretion and acting in good faith. View More

Cause. Has the meaning ascribed to such term in the Incentive Plan.

Cause. Shall mean an act of dishonesty, moral turpitude or an intentional or gross negligent act detrimental to the best interests of the Company or a Subsidiary; provided, that, if an Optionee is a party to a Severance Protection Agreement with the Company, and such Optionee's employment with the Company is terminated in a manner such that the Optionee is entitled to any payments or benefits (including accrued payments or benefits) under the terms of the Severance Protection Agreement, then "Cause"... for purposes of this Plan shall have the meaning set forth in such Severance Protection Agreement. View More

Cause. As reasonably determined by the Board, (a) Executive's material breach of the employment agreement between Executive and the Company, (b) Executive's commission of an act of fraud against the Company, (c) Executive's willful misconduct or failure to comply with the Company's policies or code of ethics, (d) Executive's conviction of, or plea of 'guilty' or 'no contest' to, a felony or other crime involving fraud, dishonesty or moral turpitude or (e) Executive's willful and continued failure to... perform duties and responsibilities after receiving written notification of the failure from the Company's Chief Executive Officer or other supervisor View More