Cause will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participants 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) such Participants attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participants intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participants unauthorized use or disclosure of the Companys confidential information or trade secrets; or (v) such Participants gross misconduct. The determination that a termination of the Participants Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.
Cause. Cause means a failure by Executive to substantially perform Executives duties as an employee, other than a failure resulting from the Executives complete or partial incapacity due to physical or mental illness or impairment, (ii) a willful act by Executive that constitutes misconduct, (iii) circumstances where Executive intentionally or negligently imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of carrying out Executives duties, (iv) a material violation by Executive of a federal or state law or regulation applicable to the business of the Company, (v) a willful violation of a material Company employment policy or the Companys insider trading policy, (vi) any act or omission by Executive constituting dishonesty (other than a good faith expense account dispute) or fraud, with respect to the Company or any of its affiliates, which is injurious to the financial condition of the Company or any of its affiliates or is injurious to the business reputation of the Company or any of its affiliates, (vii) Executives failure to cooperate with the Company in connection with any actions, suits, claims, disputes or grievances against the Company or any of its officers, directors, employees, stockholders, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, whether or not such cooperation would be adverse to Executives own interest, or (viii) Executives conviction or plea of guilty or no contest to a felony.
Cause. Immediately upon written notice by the Company to the Executive of a termination for Cause. "Cause" shall mean, as determined by the Board (or its designee) (1) conduct by the Executive in connection with his employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (2) the willful misconduct of the Executive; (3) the willful and continued failure of the Executive to perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness); (4) the commission by the Executive of any felony (or the equivalent under the law of the People's Republic of China) (other than traffic-related offenses) or any crime involving moral turpitude; (5) violation of any material policy of the Company or any material provision of the Company's code of conduct, employee handbook or similar documents; or (6) any material breach by the Executive of any provision of this Agreement or any other written agreement entered into by the Executive with the Company.
Cause. Cause means (i) a material breach by Executive of Executives duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is (A) demonstrably willful, continued and deliberate on Executives part, (B) committed in bad faith and without reasonable belief that such breach is in the best interests of the Company, or (C) a willful failure to follow the lawful and reasonable directions of the Board (in the case of the Chief Executive Officer) or the Executives supervisor (in the case of all others), that remain uncured five (5) business days following written notice by the Board or other supervisor, as the case may be, regarding such failure to Executive; or Executives conviction of, or plea of nolo contendere to, a felony involving willful misconduct which is materially and demonstrably injurious to the Company. For purposes of clause (i)(B), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company 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. Cause shall not exist unless and until the Company has delivered to Executive a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) calendar days notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i) or (ii) above has occurred and specifying the particulars thereof in detail. The Company must first notify Executive of any event believed to constitute Cause within thirty (30) calendar days following the Companys knowledge of its existence or such event shall not constitute Cause under this Agreement.
Cause. Cause shall mean (i) any act of personal dishonesty taken by the Employee in connection with his responsibilities as an employee which is intended to result in substantial personal enrichment of the Employee, (ii) Employees conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Companys reputation or business, (iii) a willful act by the Employee which constitutes misconduct and is injurious to the Company, and (iv) continued willful violations by the Employee of the Employees obligations to the Company after there has been delivered to the Employee a written demand for performance from the Company which describes the basis for the Companys belief that the Employee has not substantially performed his duties.
Cause. Termination of Executives Employment for Cause shall mean termination upon (a) the willful and continued failure by Executive to perform substantially Executives reasonably assigned duties with Merix (other than any such failure resulting from Executives incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Executive by the Board, the Chief Executive Officer or the President of Merix that specifically identifies the manner in which the Board or Merix believes that Executive has not substantially performed Executives duties or (b) the willful engaging by Executive in illegal conduct that is materially and demonstrably injurious to Merix. No act, or failure to act, on Executives part shall be considered willful unless done, or omitted to be done, by Executive without reasonable belief that Executives action or omission was in, or not opposed to, the best interests of Merix. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for Merix shall be conclusively presumed to be done, or omitted to be done, by Executive in the best interests of Merix.
Cause. The Company may terminate the Executives employment for Cause. For purposes of this Agreement only, the Company shall have Cause to terminate the Executives employment hereunder only on the basis of fraud, misappropriation or embezzlement on the part of the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Companys Board of Directors at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executives counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) and specifying the particulars thereof in detail.
Cause generally means your insubordination, dishonesty, incompetence, moral turpitude, other misconduct of any kind or the refusal to perform your duties or responsibilities for any reason other than illness or incapacity, in each case as determined by the Board in good faith. However, if you have an employment agreement, consulting agreement, change of control agreement or similar agreement in effect with the Company at the time in question that defines cause (or words of like import), then cause has the meaning ascribed to it under such agreement, as such agreement shall provide at the time in question; provided that with respect to any agreement that conditions cause on the occurrence of a change of control, such definition of cause shall not apply until a change of control actually takes place and then only with regard to a termination thereafter.
Cause. The Company may terminate Executives employment at any time for Cause (as defined in Section 2.9) upon written notice to Executive, in which event all payments under this Agreement shall cease. Executive shall be entitled to any benefits accrued before Executives termination in accordance with the terms of any applicable benefit plans and programs of the Company.