Cause. (1) a conviction of a felony involving moral turpitude by a court of competent jurisdiction that is no longer subject to direct appeal, (2) conduct that is materially and demonstrably injurious to YRC, or (3) the Executive's willful engagement in one or more acts of dishonesty resulting in material personal gain to the Executive at the expense of YRC
Cause. (1) (i) a conviction of a felony involving moral turpitude by a court of competent jurisdiction that is no longer subject to direct appeal, (2) (ii) conduct that is materially and demonstrably injurious to YRC, or (3) (iii) the Executive's willful engagement in one or more acts of dishonesty resulting in material personal gain to the Executive at the expense of YRC
Cause. (1) (i) a conviction of a felony involving moral turpitude by a court of competent jurisdiction that is no longer subject to direct appeal, (2) (ii) conduct that is materially and demonstrably injurious to YRC, or (3) (iii) the Executive's willful engagement in one or more acts of dishonesty resulting in material personal gain to the Executive at the expense of YRC
Cause. (1) a conviction of a felony involving moral turpitude by a court of competent jurisdiction that is no longer subject to direct appeal, (2) conduct that is materially and demonstrably injurious to YRC, Yellow, or (3) the Executive's willful engagement in one or more acts of dishonesty resulting in material personal gain to the Executive at the expense of YRC Yellow.
Cause. (i) refusal, failure or neglect to perform the material duties of his employment (other than by reason of Executive's physical or mental illness or impairment); (ii) willful dishonesty, fraud, embezzlement or misconduct with respect to the business or affairs of the Company; (iii) indictment or conviction of a felony or of any crime involving dishonesty or moral turpitude; or (iv) Executive's refusal to abide by or comply with the directives of the Board so long as those directives are lawful... and ethical.View More
Cause. (i) refusal, failure or neglect to perform the material duties of his employment under this Agreement (other than by reason of the Executive's physical or mental illness or impairment); (ii) willful dishonesty, fraud, embezzlement or misconduct with respect to the business or affairs of the Company; (iii) willful dishonesty or misrepresentation with respect to Executive's educational or employment history; (iv) indictment or conviction of a felony or of any crime involving dishonesty or moral... turpitude; (v) breach of any obligation under the Proprietary Information, Nonsolicitation, Noncompetition and Inventions Assignment Agreement; or (iv) (vi) Executive's refusal to abide by or comply with the directives of the Board or the Company's Chief Executive Officer, so long as those directives are lawful and ethical. View More
Cause. (i) refusal, failure or neglect to perform the material duties of his employment (other than by reason of Executive's physical or mental illness or impairment); (ii) committing willful dishonesty, fraud, embezzlement or misconduct with respect to the business or affairs of the Company; (iii) indictment or conviction of a felony or of any crime involving dishonesty or moral turpitude; or (iv) Executive's refusal to abide by or comply with the directives of the Company's Board so long as those... directives are lawful and ethical. of Directors. View More
Cause. (i) refusal, failure or neglect to perform the material duties of his employment (other than by reason of Executive's physical or mental illness or impairment); (ii) committing willful dishonesty, fraud, embezzlement or misconduct with respect to the business or affairs of the Company; (iii) indictment or conviction of a felony or of any crime involving dishonesty or moral turpitude; or (iv) Executive's refusal to abide by or comply with the directives of the Company's Board so long as those... directives are lawful and ethical. of Directors. View More
Cause. For purposes of this Agreement, "Cause" shall mean the termination of the Executive's employment because of: (i)the Executive's indictment for any crime, whether such crime is a felony or misdemeanor, that materially impairs the Executive's ability to function as President of the Company and such crime involves the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or Company Group property; (ii)the Executive's repeated willful neglect of the... Executive's duties; or (iii)the Executive's willful material misconduct in connection with the performance of the Executive's duties (including a willful material breach of Company Group policies regarding legal compliance, ethics or workplace conduct) or other willful material breach of this Agreement; provided, however, that no act or omission on the Executive's part shall be considered "willful" if it is done by the Executive in good faith and with a reasonable belief that Executive's conduct was in the best interest of the Company and provided further that no event or condition described in clause (ii) or (iii) shall constitute Cause unless (w) the Company gives the Executive written notice of termination of employment for Cause and the grounds for such termination within 180 days of the Board first becoming aware of the event giving rise to such Cause, (x) such grounds for termination are not corrected by the Executive within 30 days of the Executive's receipt of such notice, (y) if the Executive fails to correct such event or condition, the Company gives the Executive at least 15 days' prior written notice of a special Board meeting called to make a determination that the Executive should be terminated for Cause and the Executive and the Executive's legal counsel are given the opportunity to address such meeting prior to a vote of the Board, and (z) a determination that Cause exists is made and approved by 75% of the Board.View More
Cause. For purposes of this Agreement, "Cause" shall mean the termination of the Executive's employment because of: (i)the (i) the Executive's indictment for any crime, whether such crime is a felony or misdemeanor, that materially impairs the Executive's ability to function as President and Chief Executive Officer of the Company and such crime involves the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or Company Group property; (ii)the provided, however,... that if the Executive is found not guilty of the crime and does not enter a plea of guilty or nolo contendere to such crime or a lesser offense (based on the same operative facts), either before or after the date of the Executive's Separation from Service, such indictment shall not be the basis for a termination for Cause, but will be a termination without Cause as of the date of the Executive's Separation from Service; (ii) the Executive's repeated willful neglect of the Executive's his duties; or (iii)the (iii) the Executive's willful material misconduct in connection with the performance of the Executive's his duties (including a willful material breach of Company Group policies regarding legal compliance, ethics or workplace conduct) or other willful material breach of this Agreement; Agreement. provided, however, that no act or omission on the Executive's part shall be considered "willful" if it is done by the Executive him in good faith and with a reasonable belief that Executive's conduct was in the best interest of the Company and provided further that no event or condition described in clause (ii) or (iii) shall constitute Cause unless (w) the Company gives the Executive written notice of termination of his employment for Cause and the grounds for such termination within 180 days of the Board first becoming aware of the event giving rise to such Cause, (x) such grounds for termination are not corrected by the Executive within 30 days of the Executive's his receipt of such notice, (y) if the Executive fails to correct such event or condition, the Company gives the Executive at least 15 days' prior written notice of a special Board meeting called to make a determination that the Executive should be terminated for Cause and the Executive and the Executive's his legal counsel are given the opportunity to address such meeting prior to a vote of the Board, and (z) a determination that Cause exists is made and approved by 75% of the Board. View More
Cause. For purposes of this Agreement, "Cause" shall mean the The termination of the Executive's employment because of: (i)the (i) the Executive's indictment for for, or entry of a plea of guilty or no contest or nolo contendere to, any crime, whether such felony (other than a traffic violation) under any state, federal or foreign law or any other crime is a felony or misdemeanor, involving moral turpitude that materially impairs the Executive's ability to function serve as President Chief Financial... Officer of the Company or would be reasonably likely to cause material harm to the reputation of the Company; (ii) the Executive's commission of an act of fraud, embezzlement, misappropriation of funds, misrepresentation, malfeasance, breach of fiduciary duty or other willful and material act of misconduct, in each case, that causes or would be reasonably likely to cause material harm to the Company or any of its affiliates; (iii) any willful, material damage to any property of the Company by the Executive; (iv) the Executive's willful failure to (A) substantially perform his/her material job functions hereunder (other than any such crime involves failure resulting from Executive's Disability) or (B) carry out or comply with a lawful and reasonable directive of the purchase or sale Board; (v) the Executive's breach of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or material written Company Group property; (ii)the Executive's repeated willful neglect of policy that materially harms the Company; (vi) the Executive's duties; unlawful use (including being under the influence) or (iii)the Executive's willful material misconduct in connection with possession of illegal drugs on the performance of Company's (or any affiliate's) premises or while performing the Executive's duties (including a willful material and responsibilities under this Agreement; or (vii) the Executive's breach of Company Group policies regarding legal compliance, ethics or workplace conduct) or other willful any material breach provision of this Agreement; Agreement, the Confidentiality Agreement (as defined below) or any other written agreement between Executive and the Company provided, however, that no act or omission on the Executive's part shall be considered "willful" if it is done by the Executive in good faith and with a reasonable belief that the Executive's conduct was in the best interest of the Company Company, and provided further provided, further, however, that no event or condition described in clause (ii) clauses (iv) or (iii) (v) shall constitute Cause unless (w) the Company gives the Executive written notice of termination of employment for Cause and the grounds for such termination within 180 days of the Board first becoming aware of the event giving rise to such Cause, (x) such grounds for termination are not corrected by the Executive within 30 days of the Executive's receipt of such notice, (y) if the Executive fails to correct such event or condition, the Company gives the Executive at least 15 30 days' prior written notice of a special Board meeting called to make a determination that the Executive should be terminated for Cause and the Executive and the Executive's legal counsel are given the opportunity to address such meeting prior to a vote of the Board, and (z) a determination that Cause exists is made and approved by 75% of the Board. View More
Cause. For the Company to terminate Executive's employment hereunder means the occurrence of any of the following events: (i) Executive's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) Executive's intentional, material violation of any contract or agreement between the Participant and the... Company (including this Agreement) or of any statutory duty owed to the Company; (iv) Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) Executive's gross misconduct.View More
Cause. For the Company to terminate Executive's employment hereunder means the occurrence of any Any one or more of the following events: following: (i) the Executive's commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) the Executive's attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) the Executive's intentional, material violation of any material... contract or agreement between the Participant Executive and the Company (including this Agreement) or of any statutory duty owed to the Company; (iv) the Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) the Executive's gross misconduct. The determination that a termination is for Cause shall be made by the Company in its sole discretion. View More
Cause. For the Company to terminate Executive's employment hereunder means Means the occurrence of any of the following events: events, as determined by the Board or a committee designated by the Board, in its sole discretion: (i) Executive's commission of any felony or any crime involving fraud, dishonesty dishonesty, or moral turpitude under the laws of the United States or any state thereof; (ii) Executive's attempted commission of, or participation in, a fraud or act of dishonesty against the... Company; (iii) Executive's intentional, material violation of any contract or agreement between the Participant Executive and the Company (including this Agreement) or of any statutory duty owed to the Company; (iv) Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) Executive's gross misconduct. The determination whether a termination is for "Cause" under the foregoing definition shall be made by the Company in its sole discretion. View More
Cause. For the Company to terminate Executive's employment hereunder means Means the occurrence of any of the following events: events, as determined by the Board or a committee designated by the Board, in its sole discretion: (i) Executive's commission of any felony or any crime involving fraud, dishonesty dishonesty, or moral turpitude under the laws of the United States or any state thereof; (ii) Executive's attempted commission of, or participation in, a fraud or act of dishonesty against the... Company; (iii) Executive's intentional, material violation of any contract or agreement between the Participant Executive and the Company (including this Agreement) or of any statutory duty owed to the Company; (iv) Executive's unauthorized use or disclosure of the Company's confidential information or trade secrets; or (v) Executive's gross misconduct. The determination whether a termination is for "Cause" under the foregoing definition shall be made by the Company in its sole discretion. View More
Cause. The Executive's: (i) dishonesty of a material nature with respect to the Company (including, but not limited to, theft or embezzlement of the Company's or any of its Subsidiaries' funds or assets); (ii) conviction of, or guilty plea or no contest plea, to a felony charge or any misdemeanor involving moral turpitude, or the entry of a consent decree with any governmental body; (iii) noncompliance in any material respect with any laws or regulations, foreign or domestic, affecting the operation... of the Company's or any of its Subsidiaries' business, if such noncompliance is likely to have a material adverse effect on the Company or any of its Subsidiaries; (iv) violation of any express direction or any rule, regulation or policy established by the Board that is consistent with the terms of this Agreement, which violation, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such violation cannot feasibly be cured within said 10 day period and the Executive has not cured such violation within a reasonable amount of time after using best efforts), and if such violation is likely to have a material adverse effect on the Company or any of its Subsidiaries; (v) material breach of this Agreement, which breach, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such material breach cannot feasibly be cured within said 10 day period and the Executive has not cured such material breach within a reasonable amount of time after using best efforts) or material breach of the Executive's fiduciary duties to the Company or any of its Subsidiaries; or (vi) gross incompetence, gross neglect, or gross misconduct in the performance of the Executive's dutiesView More
Cause. The Executive's: A Participant's Termination of Employment by the Company or an Affiliate by reason of the Participant's (i) dishonesty of a material nature with respect to the Company (including, but not limited to, theft or embezzlement of the Company's or any of its Subsidiaries' funds or assets); (ii) conviction of, or guilty plea or no contest plea, to a felony charge or any misdemeanor involving moral turpitude, or the entry of a consent decree with any governmental body; (iii)... noncompliance in any material respect with any laws or regulations, foreign or domestic, affecting the operation of the Company's or any of its Subsidiaries' business, if such noncompliance is likely to have a material adverse effect on the Company or any of its Subsidiaries; (iv) violation of any express direction or any rule, regulation or policy established by the Board that is consistent with the terms of this Agreement, Board, which violation, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such violation cannot feasibly be cured within said 10 day 10-day period and the Executive Participant has not cured such violation within a reasonable amount of time after using best efforts), and if such violation is likely to have a material adverse effect on the Company or any of its Subsidiaries; (v) material breach of this Agreement, which breach, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such material breach cannot feasibly be cured within said 10 day period and the Executive has not cured such material breach within a reasonable amount of time after using best efforts) or material breach of the Executive's Participant's fiduciary duties to the Company or any of its Subsidiaries; or (vi) gross incompetence, gross neglect, or gross misconduct in the performance of the Executive's duties Participant's duties. A Participant's employment or service will be deemed to have been terminated for Cause if it is determined subsequent to his or her Termination of Employment that grounds for his or her Termination of Employment for Cause existed at the time of his or her Termination of Employment. View More
Cause. The Shall mean the Executive's: (i) dishonesty of a material nature with respect to the Company (including, but not limited to, theft or embezzlement of the Company's or any of its Subsidiaries' subsidiaries' funds or assets); (ii) conviction of, or guilty plea or no contest plea, to a felony charge or any misdemeanor involving moral turpitude, or the entry of a consent decree with any governmental body; (iii) noncompliance in any material respect with any laws or regulations, foreign or... domestic, affecting the operation of the Company's or any of its Subsidiaries' subsidiaries' business, if such noncompliance is (A) likely to have a material adverse effect on the Company or any of its Subsidiaries; subsidiaries and (B) Executive had knowledge of such noncompliance, which noncompliance, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such noncompliance cannot feasibly be cured within said ten (10) day period and the Executive has not cured such noncompliance within a reasonable amount of time after using best efforts); (iv) violation of any express direction or any rule, regulation or policy established by the Board that is consistent with the terms of this Agreement, which violation, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such violation cannot feasibly be cured within said 10 ten (10) day period and the Executive has not cured such violation within a reasonable amount of time after using best efforts), and if such violation is likely to have a material adverse effect on the Company or any of its Subsidiaries; subsidiaries; (v) material breach of this Agreement, any written agreement in effect between the Company and the Executive, which breach, if reasonably susceptible to cure, is not cured within ten (10) days of written notice thereof from the Board (or, if such material breach cannot feasibly be cured within said 10 then (10) day period and the Executive has not cured such material breach within a reasonable amount of time after using best efforts) or material breach of the Executive's fiduciary duties to the Company or any of its Subsidiaries; subsidiaries; or (vi) gross incompetence, gross neglect, or gross misconduct in the performance of the Executive's duties duties. View More
Cause. Means, in the absence of any employment agreement between a Participant and the Employer otherwise defining Cause, (i) incompetence, incompetence, fraud, personal dishonesty, or acts of gross negligence or willful misconduct on the part of a Participant in the course of his or her employment or services; (ii) a Participant's engagement in conduct that is, or could reasonably be expected to be, materially injurious to the Company or its Affiliates; (iii) misappropriation by a Participant of the... assets or business opportunities of the Company or its Affiliates; (iv) embezzlement or other financial fraud committed by a Participant, at his or her direction, or with his or her personal knowledge; (v) a Participant's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which could reasonably be expected to have a material adverse impact on the Company's or an Affiliate's reputation or business; or (vi) failure by a Participant to follow the lawful directions of a superior officer or the Board. In the event there is an employment agreement between a Participant and the Employer defining Cause, "Cause" shall have the meaning provided in such agreement.View More
Cause. Means, in the absence of any employment agreement between a Participant and the Employer otherwise defining Cause, (i) incompetence, incompetence, fraud, acts of personal dishonesty, or acts of gross negligence or willful misconduct on the part of a Participant in the course of his or her employment or services; (ii) a Participant's engagement in conduct that is, results, or could be reasonably be expected to be, materially injurious result, in material injury to the reputation or business of... the Company or its Affiliates; (iii) misappropriation by a Participant of the assets or business opportunities of the Company or its Affiliates; (iv) embezzlement or other financial fraud committed by a Participant, at his or her direction, or with his or her personal knowledge; (v) a Participant's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which that has, or could be reasonably be expected to have a material have, an adverse impact on the Company's performance of the Participant's duties to the Company or an Affiliate's reputation or business; its Affiliates; or (vi) failure by a Participant to follow the lawful directions of a superior officer or the Board. In the event If there is an employment agreement between a Participant and the Employer defining Cause, "Cause" shall have the meaning provided in such agreement. Unless an applicable employment agreement otherwise provides, the Committee, in its absolute discretion, will determine the effect of all matters on questions relating to whether a Participant has been discharged for Cause. View More
Cause. Means, in the absence of any employment agreement between a Participant and the Employer otherwise defining Cause, (i) incompetence, incompetence, fraud, acts of personal dishonesty, or acts of gross negligence or willful misconduct on the part of a Participant in the course of his or her employment or services; (ii) a Participant's engagement in conduct that is, results, or could be reasonably be expected to be, materially injurious result, in material injury to the reputation or business of... the Company or its Affiliates; (iii) misappropriation by a Participant of the assets or business opportunities of the Company or its Affiliates; (iv) embezzlement or other financial fraud committed by a Participant, at his or her direction, or with his or her personal knowledge; (v) a Participant's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which that has, or could be reasonably be expected to have a material have, an adverse impact on the Company's performance of the Participant's duties to the Company or an Affiliate's reputation or business; its Affiliates; or (vi) failure by a Participant to follow the lawful directions of a superior officer or the Board. In the event there is an employment agreement between a Participant and the Employer defining Cause, "Cause" shall have the meaning provided in such agreement. View More
Cause. In the absence of an employment agreement between a Participant and the Employer otherwise defining Cause, (i) a Participant's conviction of or indictment for any crime (whether or not involving the Company or its Subsidiaries) (A) constituting a felony or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant's duties to the Employer, or otherwise has, or could reasonably be expected to result in, an adverse impact to the business or... reputation of the Company or its Subsidiaries; (ii) conduct of the Participant, in connection with his or her employment, that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or its Subsidiaries; (iii) any material violation of the policies of the Company or its Subsidiaries, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or others set forth in the manuals or statements of policy of the Company or its Subsidiaries; or (iv) willful neglect in the performance of the Participant's duties for the Employer or willful or repeated failure or refusal to perform such duties; provided, however, that if, subsequent to the Participant's voluntary Termination for any reason or involuntary Termination by the Company or a Subsidiary without Cause, it is discovered that the Participant's employment could have been terminated for Cause, such Participant's employment shall be deemed to have been terminated for Cause. In the event there is an employment agreement between a Participant and the Employer defining Cause, "Cause" shall have the meaning provided in such agreement, and a Termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such employment agreement are complied with.View More
Cause. In the absence of an employment agreement between a Participant and the Employer Agreement otherwise defining Cause, (i) a Participant's conviction of or indictment for any crime (whether or not involving the Company or its Subsidiaries) (A) constituting a felony felony, or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant's duties to the Employer, or otherwise has, or could reasonably be expected to result in, an adverse impact... to the business or reputation of the Company or its Subsidiaries; any other member of the Company Group; (ii) conduct of the a Participant, in connection with his or her employment, employment or service, that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or its Subsidiaries; any other member of the Company Group; (iii) any material violation of the policies of the Company or its Subsidiaries, Employer, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or others those set forth in the manuals or statements of policy of the Company or its Subsidiaries; Employer; or (iv) willful neglect in the performance of the a Participant's duties for the Employer or willful or repeated failure or refusal to perform such duties; provided, however, that if, subsequent to the Participant's Termination (whether voluntary Termination or involuntary) other than for any reason or involuntary Termination by the Company or a Subsidiary without Cause, it is discovered that the Participant's employment could have been terminated for Cause, such Participant's employment shall be deemed to have been terminated for Cause. Cause for all purposes under this Plan. In the event there is an employment agreement between a Participant and the Employer Agreement defining Cause, "Cause" shall have the meaning provided in such agreement, and a Termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such employment agreement Participant Agreement are complied with. View More
Cause. In Means, in the absence of an employment or similar agreement between a Participant and the Employer otherwise defining Cause, (i) a Participant's conviction of or indictment for any crime (whether or not involving the Company or its Subsidiaries) Affiliates) (A) constituting a felony or (B) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant's duties to the Employer, or otherwise has, or could reasonably be expected to result in, an... adverse impact to the business or reputation of the Company or its Subsidiaries; Affiliates; (ii) conduct of the Participant, in connection with his or her employment, that has, or could reasonably be expected to result in, material injury to the business or reputation of the Company or its Subsidiaries; Affiliates; (iii) any material violation of the policies of the Company or its Subsidiaries, Affiliates, including, but not limited to those relating to sexual harassment, the disclosure or misuse of confidential information, or others those set forth in the manuals or statements of policy of the Company or its Subsidiaries; Affiliates; (iv) act or (iv) acts of embezzlement or fraud committed by a Participant, at such Participant's direction, or with such Participant's prior personal knowledge; or (v) willful neglect in the performance of the Participant's duties for the Employer or willful or repeated failure or refusal to perform such duties; provided, however, that if, subsequent to the Participant's voluntary Termination for any reason or involuntary Termination by the Company or a Subsidiary without Cause, it is discovered that the Participant's employment could have been terminated for Cause, such Participant's employment shall be deemed to have been terminated for Cause. duties. In the event there is an employment or similar agreement between a Participant and the Employer defining Cause, "Cause" shall have the meaning provided in such agreement, and a Termination by the Employer for Cause hereunder shall not be deemed to have occurred unless all applicable notice and cure periods in such employment agreement are complied with. View More
Cause. The meaning set forth in the Executive's Employment Agreement, if applicable, and otherwise shall mean (i) the Executive's failure or refusal to follow the reasonable instructions of the Executive's supervisor (or for the CEO, the Company's Board of Directors) (other than due to Executive's Disability), which failure or refusal is not cured within 30 days following written notice; (ii) the Executive's conviction of a felony or of a misdemeanor if such misdemeanor involves moral turpitude or... misrepresentation, including a plea of guilty or nolo contendere; (iii) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's or any of its Subsidiaries' premises; (iv) the Executive's commission of any act of fraud, embezzlement, misappropriation of funds, intentional misrepresentation, breach of fiduciary duty or other act of dishonesty materially detrimental to the Company or any of its Subsidiaries; or (v) the Executive's intentional wrongful act or gross negligence that has a materially detrimental effect on the Company or its Subsidiaries. For purposes of this Agreement, any termination of Executive's employment due to Executive's death or Disability shall be deemed a termination by the Company for CauseView More
Cause. The meaning set forth in To terminate the Executive's Employment Agreement, if applicable, and otherwise shall mean employment hereunder upon: (i) the Executive's breach of Section 2(c) (other than any such failure resulting from the Executive's Disability), which is not remedied within 30 days after receipt by the Executive of written notice from the Company specifying such failure in reasonable detail; (ii) the Executive's failure or refusal to follow the reasonable instructions of the ... class="diff-color-red">Executive's supervisor (or for Board or the CEO, board of directors of any Subsidiary of the Company's Board of Directors) (other than due to Executive's Disability), Company, which failure or refusal is not cured within 30 days following written notice; (ii) (iii) the Executive's conviction of a felony or of a misdemeanor if such misdemeanor involves moral turpitude or misrepresentation, including a plea of guilty or nolo contendere; (iii) (iv) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's or any of its Subsidiaries' premises; (iv) (v) the Executive's commission of any act of fraud, embezzlement, misappropriation of funds, intentional material misrepresentation, breach of fiduciary duty or other act of dishonesty materially detrimental to the Company or any of its Subsidiaries; or (v) (vi) the Executive's intentional wrongful act or gross negligence that has a materially material detrimental effect on the Company or its Subsidiaries. For purposes of this Agreement, any termination of Executive's employment due to Executive's death or Disability shall be deemed a termination by the Company for Cause Subsidiaries View More
Cause. The meaning set forth in To terminate the Executive's Employment Agreement, if applicable, and otherwise shall mean employment hereunder upon: (i) the Executive's breach of Section 2(c) (other than any such failure resulting from the Executive's Disability), which is not remedied within 30 days after receipt by the Executive of written notice from the Company specifying such failure in reasonable detail; (ii) the Executive's failure or refusal to follow the reasonable instructions of the ... class="diff-color-red">Executive's supervisor (or for Board or the CEO, board of directors of any Subsidiary of the Company's Board of Directors) (other than due to Executive's Disability), Company, which failure or refusal is not cured within 30 days following written notice; (ii) (iii) the Executive's conviction of a felony or of a misdemeanor if such misdemeanor involves moral turpitude or misrepresentation, including a plea of guilty or nolo contendere; (iii) (iv) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's or any of its Subsidiaries' premises; (iv) (v) the Executive's commission of any act of fraud, embezzlement, misappropriation of funds, intentional material misrepresentation, breach of fiduciary duty or other act of dishonesty materially detrimental to the Company or any of its Subsidiaries; or (v) (vi) the Executive's intentional wrongful act or gross negligence that has a materially material detrimental effect on the Company or its Subsidiaries. For purposes of this Agreement, any termination of Executive's employment due to Executive's death or Disability shall be deemed a termination by the Company for Cause Subsidiaries View More
Cause. The meaning set forth in To terminate the Executive's Employment Agreement, if applicable, and otherwise shall mean employment hereunder upon: (i) the Executive's breach of Section 2(c) (other than any such failure resulting from the Executive's Disability), which is not remedied within 30 days after receipt by the Executive of written notice from the Company specifying such failure in reasonable detail; (ii) the Executive's failure or refusal to follow the reasonable instructions of the ... class="diff-color-red">Executive's supervisor (or for Board or the CEO, board of directors of any Subsidiary of the Company's Board of Directors) (other than due to Executive's Disability), Company, which failure or refusal is not cured within 30 days following written notice; (ii) (iii) the Executive's conviction of a felony or of a misdemeanor if such misdemeanor involves moral turpitude or misrepresentation, including a plea of guilty or nolo contendere; (iii) (iv) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's or any of its Subsidiaries' premises; (iv) (v) the Executive's commission of any act of fraud, embezzlement, misappropriation of funds, intentional material misrepresentation, breach of fiduciary duty or other act of dishonesty materially detrimental to the Company or any of its Subsidiaries; or (v) (vi) the Executive's intentional wrongful act or gross negligence that has a materially material detrimental effect on the Company or its Subsidiaries. For purposes of this Agreement, any termination of Executive's employment due to Executive's death or Disability shall be deemed a termination by the Company for Cause Subsidiaries View More
Cause. Means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate having cause to terminate a Participant's employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an Affiliate in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of Cause contained therein), (A) the... Participant's commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant's conduct that brings or is reasonably likely to bring the Company or any of its Affiliates into public disgrace or disrepute and that affects the Company's or any Affiliate's business in any material way, (C) the Participant's failure to perform duties as reasonably directed by the Company or the Participant's material violation of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant) or (D) the Participant's gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant). Any determination of whether Cause exists shall be made by the Committee in its sole discretion.View More
Cause. Means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or Company, an Affiliate or a Subsidiary having cause 'cause' to terminate a Participant's employment or service, as defined in any employment or consulting agreement between the Participant and the Company or Company, an Affiliate or a Subsidiary in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any... definition of Cause 'Cause' contained therein), (A) the Participant's commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant's engaging in conduct that brings would bring or is reasonably likely to bring the Company Company, or any of its Affiliates or Subsidiaries into public disgrace or disrepute and or that affects would affect the Company's or any Affiliate's or Subsidiary's business in any material way, (C) the Participant's failure to perform duties as reasonably directed by the Company or the Participant's material violation of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if reasonably curable, is not cured within 10 days after notice thereof is provided to the Participant) or (D) the Participant's gross negligence, willful malfeasance or material act of disloyalty or other breach of fiduciary duty with respect to the Company or Company, its Affiliates or Subsidiaries (which, if reasonably curable, is not cured within 10 days after notice thereof is provided to the Participant). Any determination of whether Cause exists shall be made by the Committee in its sole discretion. View More
Cause. Means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate one of its Affiliates having cause to terminate a Participant's employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an Affiliate one of its Affiliates in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of ... class="diff-color-red">Cause cause contained therein), (A) the Participant's commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant's conduct that brings or is reasonably likely to bring the Company or any of its Affiliates into public disgrace or disrepute and or that affects the Company's or any Affiliate's of its Affiliates' business in any material materially adverse way, (C) the Participant's failure to perform duties as reasonably directed by the Company or the Participant's material violation of any material rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant) or (D) the Participant's gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant). Affiliates. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. View More
Cause. Means, in the case of a particular Award, unless the applicable Award agreement states otherwise, (i) the Company or an Affiliate one of its Affiliates having cause to terminate a Participant's employment or service, as defined in any employment or consulting agreement between the Participant and the Company or an Affiliate one of its Affiliates in effect at the time of such termination or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of ... class="diff-color-red">Cause cause contained therein), (A) the Participant's commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (B) the Participant's conduct that brings or is reasonably likely to bring the Company or any of its Affiliates into public disgrace or disrepute and or that affects the Company's or any Affiliate's of its Affiliates' business in any material materially adverse way, (C) the Participant's failure to perform duties as reasonably directed by the Company or the Participant's material violation of any material rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant) or (D) the Participant's gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within 10 days after notice thereof is provided to the Participant). Affiliates. Any determination of whether Cause exists shall be made by the Committee in its sole discretion. View More
