Involuntary Termination Without Cause

Involuntary Termination Without Cause. Shall mean the involuntary termination of Executive's employment by the Company for reasons other than any intentional act of fraud, embezzlement or misappropriation of property of the Company by Executive which has a materially adverse impact on the business or affairs of the Company, any intentional unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company (or any affiliated corporation or entity of the Company ("Affiliate")), or any other... intentional misconduct by Executive which has a materially adverse impact on the business or affairs of the Company (or any Affiliate), provided that solely for the purpose of this Agreement, Executive shall be given thirty (30) days written notice (and the opportunity to correct such conduct if such conduct can be corrected during that notice period) of the Company's intention to deem the termination of Executive's employment to be for any of the foregoing reasons. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or any Affiliate) may consider as grounds for Executive's dismissal or discharge. The foregoing definition shall not include the termination of Executive's employment as a result of Executive's death or disability (provided that Executive is provided reasonable accommodation of Executive's disability to perform Executive's duties for the Company to the extent required by the federal Americans With Disability Act and any similar applicable state laws). View More

Involuntary Termination Without Cause. Shall mean any of the following: (i) the dismissal of, or the request for the resignation of, a person, by court order, order of any court-appointed liquidator or trustee of the Company, or the order or request of any creditors' committee of the Company constituted under the federal bankruptcy laws, provided that such order or request contains no specific reference to Cause; (ii) the dismissal of, or the request for the resignation of, a person, by a duly constituted corporate officer of the... Company, or by the Board, for any reason other than for Cause; or (iii) the Optionee's Constructive Termination. View More

Involuntary Termination Without Cause. Shall mean Participant's involuntary termination of employment by the Company other than for one of the following reasons: (i) the willful and continued failure of Participant to perform substantially his or her duties to the Company as those duties exist on the date of the Change in Control, other than any failure resulting from circumstances outside Participant's control, or from incapacity of Participant due to physical or mental illness or Disability, or following... Participant's delivery of notice of Constructive Termination, after a written demand for substantial performance is delivered to Participant, which demand specifically identifies the manner in which the Company believes the Participant has not substantially performed his or her duties satisfactorily, and provided that the Company demonstrates that such failure has a demonstrably harmful impact on the Company or its reputation, and provided further that Participant has been given a period of at least thirty (30) days to cure his or her failure in performance. No act or failure to act shall be considered "willful" unless it is done, or omitted to be done, in bad faith or without reasonable belief that the action was in the best interests of the Company or its Affiliates; (ii) Participant's gross negligence or breach of fiduciary duty to the Company involving personal profit, personal dishonesty or recklessness, or Participant's material breach of any agreement with the Company, including a material violation of Company policies and procedures; provided that such termination of employment occurs within twelve (12) months following the Company's discover of such event; or (iii) Participant's conviction (which has become final) or entry of a plea of guilty or nolo contendere regarding an act that would be deemed a felony under California or Federal criminal statutes (or any comparable criminal laws of any jurisdiction in which Participant is permanently employed by the Company or an Affiliate) that has a demonstrably harmful impact on the Company's business or reputation, as determined in good faith by the Company's Executive Compensation Committee, provided that such termination of employment occurs within twelve (12) months following the Company's discover of such event. B-2 QuickLinks Exhibit 10.9 Time-Based Vesting Version CUBIC CORPORATION 2005 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT EXHIBIT A TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE RESTRICTED STOCK UNIT AWARD AGREEMENT ARTICLE I AWARD OF RESTRICTED STOCK UNITS ARTICLE II DIVIDEND EQUIVALENTS ARTICLE III RESTRICTIONS ARTICLE IV OTHER PROVISIONS EXHIBIT B TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE VESTING SCHEDULE View More

Involuntary Termination Without Cause. Shall mean termination of Executive's employment by the Corporation other than for Cause. The termination of Executive's employment as a result of Executive's death or inability to perform the essential functions of his job due to Disability will not be deemed to be an Involuntary Termination Without Cause.

Involuntary Termination Without Cause. A Participant's involuntary termination of employment by the Company, resulting in a Separation from Service, for a reason other than death, disability, or Cause.

Involuntary Termination Without Cause. Means the termination of the Executive's employment by the Company or an Affiliate (or, if applicable, by any successor entity) for any reason or no reason other than for Cause. The termination of the Executive's employment will not be deemed to be an "Involuntary Termination Without Cause" if such termination occurs as a result of the Executive's death or Disability.

Involuntary Termination Without Cause. Executive's dismissal or discharge for a reason other than Cause. "CAUSE" means the occurrence of any one or more of the following: (VI) Executive's conviction of, or plea of no contest with respect to, any felony or crime involving fraud, dishonesty or moral turpitude; (VII) Executive's attempted commission of or participation in a fraud or act of dishonesty against the Company that results in (or might have reasonably resulted in) material harm to the... business of the Company; (VIII) Executive's willful, material violation of any contract or agreement between Executive and the Company or any statutory duty Executive owes to the Company that results in, or might have reasonably resulted in, material harm to the business of the Company; or (IV) Executive's conduct that constitutes gross misconduct or habitual neglect of duties and that results in (or might have reasonably resulted in) material harm to the business of the Company. The conduct described under clause (iii) or (iv) above will only constitute Cause if such conduct is not cured within fifteen (15) days after Executive's receipt of written notice from the Company or the Board specifying the particulars of the conduct that may constitute Cause. View More

Involuntary Termination Without Cause. Executive's dismissal or discharge for a reason other than Cause.

Involuntary Termination Without Cause. Shall mean the termination of Executive's employment by the Company other than a termination following (i) an act of dishonesty made by Executive in connection with Executive's responsibilities to the Company that causes serious reputational harm to the Company; (ii) Executive's conviction of, or plea of nolo contendere to, a felony; (iii) Executive's gross negligence or willful misconduct in the performance of Executive's duties; (iv) Executive's inability to perform the essential functions of... Executive's job with or without a reasonable accommodation; or (v) Executive's failure or refusal to carry out any lawful direction of the Board or Executive's habitual neglect of Executive's duties as an officer of the Company, which failure, refusal or neglect, as applicable, if capable of cure, shall continue after receipt of written notice from the Board (provided, however, that Executive shall have fifteen (15) days after receipt of written notice to cure any such failure, refusal or neglect), in each case, as determined in good faith by the Board. View More

Involuntary Termination Without Cause. A termination by the Company of a Participant's employment relationship for any reason other than the Participant: (i) willfully refuses to perform in any material respect the Participant's duties or responsibilities for the Company or willfully disregards in any material respect any financial or other budgetary limitations established in good faith by the Board; (ii) engages in conduct that causes, or is reasonably likely to cause, material and... demonstrable injury, monetarily or otherwise, to the Company, including, but not limited to, misappropriation or conversion of Company assets (other than non-material assets); or (iii) engages in an act of moral turpitude or conviction of or entry of a plea of nolo contendere to a felony. No Participant act or failure to act shall be deemed "willful" if done, or omitted to be done, in good faith and with the reasonable belief that the action or omission was in the best interest of the Company. For the avoidance of doubt, a transfer of employment of a Participant from the Company or one of its Subsidiaries to the Company, one of its Subsidiaries or an Entity that acquires control of the Company shall not be deemed an Involuntary Termination Without Cause; however, depending on the facts and circumstances, such a transfer of employment may, in conjunction with a resignation by the Participant, result in a Constructive Termination. View More