Cause

Cause. Unless provided otherwise in an applicable employment agreement, that Fannie Mae determines that the Participant has:(a) materially harmed Fannie Mae by, in connection with the Participant's performance of the Participant's duties for Fannie Mae, engaging in dishonest or fraudulent actions or willful misconduct, or performing the Participant's duties in a grossly negligent manner, or(b) been convicted of, or pleaded nolo contendere with respect to, a felony.The Participant will not be deemed to... have been terminated for Cause following an event described in (a) above unless Fannie Mae has provided (i) reasonable notice to the Participant setting forth Fannie Mae's intention to terminate for Cause, (ii) where remedial action is appropriate and feasible, a reasonable opportunity for such action, (iii) an opportunity for the Participant, together with the Participant's counsel, to be heard before the Committee or its designee, and (iv) the Participant with a notice of termination stating that the Participant was guilty of the conduct set forth in (a) above and specifying the particulars thereof in detail. No act or failure to act by the Participant will be considered willful unless it is done, or omitted to be done, by the Participant in bad faith or without reasonable belief that the Participant's action or omission was in the best interests of Fannie Mae. View More

Cause. Employee's serious, willful misconduct in respect of Employee's duties under this Agreement, including conviction for a felony or perpetration by Employee of a common law fraud upon Company or Parent which has resulted or is likely to result in material economic damage to Company or Parent, as determined by a vote of at least seventy-five percent (75%) of all of the Directors (excluding Employee) of each of Company's and Parent's Board of Directors;

Cause. A finding by the Board of Directors that any of following conditions exist: (i) The Executive's willful and continued failure to substantially perform his material duties under this Agreement (other than as a result of his Disability) if such failure is not substantially cured within 15 days after written notice is provided to the Executive. (ii) The Executive's willful breach in a substantive and material manner of his fiduciary duty or duty of loyalty to the Corporation which is injurious to... the financial condition in more than a de minimus manner or the business reputation of the Corporation. (iii) The Executive's indictment for a felony offense under the laws of the United States or any state thereof (other than for a violation of motor or vehicular laws). (iv) Material breach by the Executive of any restrictive covenant contained in Sections 10 and 11 of this Agreement. For purposes of this definition, no act or failure to act will be deemed "willful" unless effected by the Executive not in good faith and without a reasonable belief that his action or failure to act was in or not opposed to the Corporation's best interests. View More

Cause. Any of the following: the Employee's (i) willful and continued failure to substantially perform his or her duties with the Company (excluding any failure resulting from his or her disability), subject to any appeal or grievance procedure set forth in the Company's Personnel Policy Manual; (ii) performance of any act or acts constituting a felony involving moral turpitude and which results in substantial damage or harm to the Company, whether monetary or otherwise, or which results in or is... intended to result in improper gain or personal enrichment; or (iii) substantial and recurring violations of the Company's Personnel Policy concerning personal conduct, provided, that the Company follows its disciplinary procedures as set forth therein View More

Cause. With respect to the termination of an Employee's employment with the Company Group, such Employee's (i) failure or refusal to perform the duties of his or her employment with the Company Group in a reasonably satisfactory manner, (ii) fraud or other act of dishonesty, (iii) serious misconduct in connection with the performance of his or her duties for the Company Group, (iv) material violation of any policy or procedure of the Company Group, (v) conviction of, or plea of nolo contendere to, a... felony or other crime or (vi) other conduct that has or reasonably is expected to result in material injury to the business or reputation of any member of the Company Group, in any such case, as determined by the Plan Administrator in his/her sole discretion. View More

Cause. For termination by the Company of the Key Employee's employment shall mean (i) the willful and continued failure by the Key Employee to substantially perform the Key Employee's duties with the Company (other than any such failure resulting from the Key Employee's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Key Employee pursuant to Section 5.1 hereof) after a written demand for... substantial performance is delivered to the Key Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Key Employee has not substantially performed the Key Employee's duties, or (ii) the willful engaging by the Key Employee in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of clauses (i) and (ii) of this definition, (x) no act, or failure to act, on the Key Employee's part shall be deemed "willful" unless done, or omitted to be done, by the Key Employee not in good faith and without reasonable belief that the Key Employee's act, or failure to act, was in the best interest of the Company and (y) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board by clear and convincing evidence that Cause exists. View More

Cause. The Participant will have engaged in conduct that constitutes "Cause" if the Participant i) engages in any conduct which the Chief Executive Officer of the Company's insurance subsidiaries reasonably determines to be fraudulent, constitute willful malfeasance or gross negligence, or be inconsistent with the dignity and character of an executive of the Company or ii) violates in a material manner the then current rules of professional conduct or human resource policies of the Company. If the... Participant has entered into an employment contract with the Company or any Subsidiary and "Cause" is defined in such contract, then "Cause" for purposes of these Award Terms shall be as defined in such contract in lieu of the definition in the immediately prior sentence. View More

Cause. Any of the following grounds for termination of Executive's employment: (i) Executive shall have been convicted of a felony; (ii) Executive neglects, refuses or fails to perform his or her material duties to the Company (other than a failure resulting from Executive's incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance, signed by a duly authorized officer of the Company, has... been delivered to Executive specifying the manner in which Executive has failed substantially to perform; (iii) Executive engages in misconduct in the performance of Executive's duties; (iv) Executive engages in public conduct that is harmful to the reputation of the Company; (v) Executive breaches any written non-competition, non-disclosure or non-solicitation agreement in effect with the Company, including without limitation the provisions of Section 7 or 8 of this Agreement; or 13 (vi) Executive breaches the Company's written code of business conduct and ethics View More

Cause. The Participant will have engaged in conduct that constitutes "Cause" if, as determined by the Committee, the Participant engages in: (i) any act or omission involving theft, malfeasance, gross negligence, fraud, dishonesty, moral turpitude, unlawful conduct, unethical conduct or breach of fiduciary duty; (ii) willful or reckless material misconduct in the performance of the Participant's duties, any act that violates, in any material respect, any written policy or procedure of the Company or... any Affiliate or any conduct that results in adverse publicity or harm to the business or reputation of the Company or any Affiliate; or (iii) habitual neglect of duties; provided, however, that for purposes of clauses (ii) and (iii), Cause shall not include any one or more of the following: bad judgment, negligence or any act or omission believed by the Participant in good faith to have been in, or not opposed to, the best interests of the Company (without intent of the Participant to gain, directly or indirectly, a profit to which the Participant was not legally entitled). A Participant who agrees to resign from his or her affiliation with the Company or any Affiliate in lieu of being terminated for Cause may be deemed to have been terminated for Cause for purposes of this Paragraph 10(b). If the Participant has entered into an employment contract with the Company or any Affiliate and "Cause" is defined in such contract, then "Cause" for purposes of these Award Terms shall be as defined in such contract in lieu of the definition in the immediately prior sentence. View More

Cause. The term 'Cause' shall mean: (i) Executive's willful theft or embezzlement, or willful attempted theft of embezzlement, of intangible assets or property of the Company; (ii) Any willful act knowingly committed by Executive that subjects the Company or any officer of the Company to any criminal liability for such act; (iii) The Executive's engaging in egregious misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Company, the Executive's credibility... and reputation no longer conform to the standard of the Company's executives; (iv) Gross and willful misconduct by Executive that results in a material injury to the Company; (v) Willful dishonesty of Executive that results in a material injury to the Company; (vi) Willful malfeasance by Executive, provided that such malfeasance, in fact, has an injurious effect on the Company; (vii) Executive's willful insubordination or willful refusal to perform assigned duties provided that such assigned duties are consistent with the job duties of the Executive and that the Executive shall have an opportunity of 30 days after notice from the Company to cure any such act or failure to act; (viii) Executive's material breach of this Agreement which continues for 30 days after notice from the Company. View More