Cause

Cause. (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole.

Cause. The meaning designated in the Award Agreement for an individual's Award

Cause. (a) the Grantee causing material harm to the Company or any Subsidiary or affiliate thereof through a material act of dishonesty in the performance of his or her duties for the Company or any Subsidiary or affiliate thereof, (b) the Grantee's conviction of a felony involving moral turpitude, fraud or embezzlement, or (c) the Grantee's willful failure to perform the material duties of the Grantee's employment (other than failure due to Disability); provided that, if the Employment Agreement... includes a different definition of 'Cause,' the definition in the Employment Agreement shall be incorporated by reference herein and supersede the definition in this Section 1. View More

Cause. Termination of Executive's employment by the Company resulting from conduct by Executive constituting (i) a felony involving moral turpitude under either federal law or the law of the state of the Company's incorporation, or (ii) Executive's willful failure to fulfill his employment duties with the Company; provided, however, that for purposes of this clause (ii), an act or failure to act by Executive shall not be "willful" unless it is done, or omitted to be done, in bad faith and without any... reasonable belief that Executive's action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of a committee thereof, or based upon advice of counsel to the Company (which shall include the Company's Vice President and General Counsel) shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. View More

Cause. The Participant's (i) incompetence or failure or refusal to perform satisfactorily any duties reasonably required of the Participant by the Company; (ii) violation of any law, rule or regulation (other than traffic violations, misdemeanors or similar offenses) or cease-and-desist order, court order, judgment, regulatory directive or agreement; (iii) commission or omission of, or engaging in, any act or practice that constitutes a material breach of the Participant's fiduciary duty to the... Company, involves personal dishonesty on the part of the Participant or demonstrates a willful or continuing disregard for the best interests of the Company; (iv) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to the Company, its business or any of its customers, employees or vendors; (v) any failure of the Participant to materially conform to the Company's Code of Ethics and Business Conduct; or (vi) the Participant's material breach of any confidentiality, non-disclosure, non-solicitation, non-competition, invention assignment or similar agreement with the Company or any Affiliate View More

Cause. (a) "Cause" shall mean the Participant's: (i) willful or serious misconduct or gross negligence in the performance of the Participant's duties to the Company; (ii) willful or repeated failure to satisfactorily perform the Participant's duties to the Company or to follow the lawful directives of the Board or any executive or supervisor to which the Participant reports (other than as a result of death or becoming Disabled); (iii) commission of, indictment for, conviction of, or pleading of guilty... or nolo contendere to, a felony or any crime involving moral turpitude; (iv) performance of any act of theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the Company's property; or (v) breach of, or failure to comply with, any material agreement with the Company, or a violation of the Company's code of conduct or other written policy. View More

Cause. The occurrence of any one or more of the following events: (a) Employee's conviction for a felony or other crime involving moral turpitude; (b) Employee's willful engaging in illegal conduct or gross misconduct which is injurious to the Company; (c) Employee's willful engaging in any fraudulent or dishonest conduct in his dealings with, or on behalf of, the Company; (d) Employee's willful failure or refusal to follow the lawful and reasonable instructions of the Company's Chairman of the Board... or the Board of Directors if such failure or refusal continues for a period of ten (10) days after the Company delivers to Employee a written notice stating the instructions which Employee has failed or refused to follow; (e) Employee's willful material breach of any of his obligations under this Agreement; (f) Employee's material breach of the Company's policies; (g) Employee's use of alcohol or drugs which substantially interferes with the performance of his duties for the Company or which compromises the integrity or reputation of the Company; or (h) Employee's willful engaging in any conduct, which as a result of such conduct, the Company's integrity or reputation is substantially compromised. No act or omission on the part of the Employee shall be considered "willful" unless it is done or omitted in bad faith or without reasonable belief that the action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause without (i) reasonable notice to the Employee setting forth the reasons for the Company's intention to terminate for Cause, (ii) an opportunity for the Employee, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Employee of a Notice of Termination from the Board of Directors finding that in the good faith opinion of a majority of the Board of Directors the Employee was guilty of conduct set forth in one or more of the clauses above and specifying the particulars thereof in detail. View More

Cause. As defined in The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan or, if a successor long-term incentive plan is adopted, then beginning one year after the effective date of the successor plan, Cause shall be as defined in that successor plan.

Cause. Means conviction of a felony involving moral turpitude by a court of competent jurisdiction, which is no longer subject to direct appeal, or an adjudication by a court of competent jurisdiction, which is no longer subject to direct appeal, that the Executive is mentally incompetent or that he is liable for willful misconduct in the performance of his duty to the Corporation which is demonstrably and materially injurious to the Corporation.

Cause. Shall mean, as determined by the Administrator: Grantee's conviction of a misdemeanor involving moral turpitude, dishonesty or a breach of trust as regards the Company or any Subsidiary or Grantee's conviction or plea of guilty or nolo contendere of a felony; or Grantee's commission of any act of theft, fraud, embezzlement or misappropriation against the Company or any Subsidiary, regardless of whether a criminal conviction is obtained; or Grantee's willful and continued failure to devote... substantially all of his or her business time to the Company's or its Subsidiary's business affairs, (excluding failures due to illness, incapacity, vacations, incidental civic activities and incidental personal time) or Grantee's material breach of the terms of any employment-related agreement with the Company or any of its Subsidiaries, which failure or breach is not remedied within a reasonable time after written demand is delivered by the Company or any Subsidiary, which demand specifically identifies the manner in which the Company or any Subsidiary believes that Grantee has failed to devote substantially all of his business time to the Company's or any Subsidiary's business affairs or has breached such agreement; or Grantee's willful failure to comply with any corporate policies, which failure results or is likely to result in substantial injury, financial or otherwise, to the Company or its reputation; Grantee's unauthorized disclosure or use of confidential information of the Company or any Subsidiary, which results or is likely to result in substantial injury, financial or otherwise, to the Company or its reputation; or Grantee's willful violation of any rules or regulations of any governmental or regulatory body, which violation results or is likely to result in substantial injury, financial or otherwise, to the Company or its reputation; or Grantee's abuse of drugs, alcohol or illegal substances (to the extent not inconsistent with the Americans with Disability Act or similar state law), which results or is likely to result in substantial injury, financial or otherwise, to the Company or its reputation. View More