CIC Cause definition

CIC Cause means Cause as defined in the Plan.
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CIC Cause shall have the meaning assigned to the term “Cause” in the Change in Control Agreement.
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CIC Cause means, following a Change in Control: (a) any willful and material act or acts of personal dishonesty taken by the Employee at the expense of the Company, or (b) any willful and material violation by the Employee of the Employee’s obligations under this Agreement, or (c) the conviction of the Employee of a felony, or (d) failure to meet reasonable performance criteria for the Employee’s position as established by the Company, after Employee fails to cure such non-performance within a reasonable time after receiving notice of the same.
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Examples of CIC Cause in a sentence

  • Following a Change in Control, the Employee’s employment hereunder may also be terminated by the Company for CIC Cause (as defined in Section 5(f) of this Agreement) or by the Employee for CIC Good Reason (as defined in Section 5(f) of this Agreement).

  • If the Employee’s employment shall be terminated (i) for Cause prior to a Change in Control or (ii) for CIC Cause on or after a Change in Control, the Company’s obligations to the Employee shall terminate other than the obligation to pay to the Employee the portion of Base Salary earned and balance of paid time off earned by Employee through the Date of Termination plus the amount of any compensation previously deferred by the Employee, if any, consistent with Company policy.

  • For purposes of this Plan, any determination by the Committee as to whether CIC Cause exists shall be subject to de novo review.

  • If a Change in Control occurs and the SARs are replaced with a Replacement Award, then upon Participant's Termination of Service (i) that is initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant's resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full.

  • If a Change in Control occurs and the PSUs are replaced with a Replacement Award, then upon Participant's Termination of Service that is (i) initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant’s resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full.

  • If a Change in Control occurs and the Options are replaced with a Replacement Award, then upon Participant's Termination of Service (i) that is initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant’s resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full.

  • Upon Participant's Termination of Service prior to the Vesting Date for any reason other than due to Participant's death, Early Retirement, Normal Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all PSUs will be forfeited immediately.

  • If a Change in Control occurs and the RSUs are replaced with a Replacement Award, then upon Participant’s Termination of Service that is (i) initiated by the Corporation or an Affiliate, as applicable, without CIC Cause, or (ii) due to Participant’s resignation for Good Reason, in each case, within the Specified Period following a Change in Control, the Replacement Award shall vest in full.

  • Upon Participant’s Termination of Service prior to the applicable Vesting Date for any reason other than due to Participant’s death, Early Retirement, Normal Retirement, or termination without CIC Cause or with Good Reason within the Specified Period following a Change in Control (each of which has the treatment specified below), all RSUs will be forfeited immediately.


More Definitions of CIC Cause

CIC Cause means, unless otherwise provided in a Grant Agreement, (i) “cause” as defined in any Individual Agreement to which the Participant is a party as of the Date Employment Ceases, or (ii) ifthere is no such Individual Agreement or if it does not define “cause”: (A) conviction of, or plea of guilty or nolo contendere (or its equivalent) by, the Participant for committing an indictable offence in Canada, a felony under U.S. federal law or the law of the state in which such action occurred, or a similar level of offence in the jurisdiction in which such action occurred; (B) willful and deliberate failure on the part of the Participant in the performance of his or her employment duties in any material respect that remains uncured thirty (30) days after receipt of written notice from the Corporation specifying in reasonable detail the alleged failure; (C) dishonesty in the course of fulfilling the Participant’s employment duties that results in material harm to the Corporation; or(D) a material violation of the Corporation Policies. For purposes of this Plan, any determination by the Committee as to whether CIC Cause exists shall be subject to de novo review.
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CIC Cause following a Change in Control for purposes of this Agreement means “cause” as defined in any employment agreement, change in control agreement or similar arrangement with the Corporation to which the Participant is a party as of the Date Employment Ceases;
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CIC Cause means (1) any willful and material act or acts of personal dishonesty taken by the Employee at the expense of the Company, or (2) any willful and material violation by the Employee of the Employee’s obligations under this Agreement, or (3) the conviction of the Employee of a felony, or (4) failure to meet reasonable performance criteria for the Employee’s position as established by the Company, after Employee fails to cure such non-performance within a reasonable time after receiving notice of the same. For purposes of this Section 8(c), (1) the term “willful” shall mean any act of the Employee done in bad faith or without reasonable belief that the Employee’s action was in the best interest of the Company and (2) with respect to any termination of employment pursuant to clause (1), (2) or (4) of the definition of CIC Cause contained herein, notwithstanding anything herein to the contrary, a Notice of Termination for such CIC Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board of Directors at a meeting of the Board of Directors which was called and held for the purpose of considering such termination (after reasonable notice to the Employee and an opportunity for the Employee, together with the Employee’s counsel, to be heard before the Board of Directors) finding that, in the good faith opinion of the Board of Directors, the Employee was guilty of conduct set forth in clause (1), (2) or (4), and specifying the particulars thereof in detail. In the event of a dispute concerning the application of this provision, no claim by the Company that CIC Cause exists shall be given effect unless the Company establishes to the Board of Directors by clear and convincing evidence that CIC Cause exists.
Sample 1
CIC Cause means, following a Change in Control: (a) any willful and material act or acts of personal dishonesty taken by the Employee at the expense of the Company, or (b) any willful and material violation by the Employee of the Employee’s obligations under this Agreement, or (c) the conviction of the Employee of a felony, or (d) failure of the Employee to substantially perform her duties and responsibilities which Employee fails to cure with a reasonable period of time after receiving notice thereof;
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Related to CIC Cause

  • Just Cause means:

  • Constructive Termination Without Cause means a termination of the Executive's employment at his initiative as provided in this Section 10(c) following the occurrence, without the Executive's written consent, of one or more of the following events (except as a result of a prior termination):

  • Due Cause means any of the following events:

  • For Cause means:

  • Good Reason means:

  • Involuntary Termination Without Cause means Executive’s dismissal or discharge other than for Cause. The termination of Executive’s employment as a result of Executive’s death or disability will not be deemed to be an Involuntary Termination Without Cause.

  • Without Cause Termination or “Terminated Without Cause” means termination of the Executive’s employment by the Company other than due to death, disability, or Termination for Cause.

  • Voluntary Termination for Good Reason means the Employee voluntarily resigns after the occurrence of any of the following (i) without the Employee’s express written consent, a material reduction of the Employee’s duties, title, authority or responsibilities, relative to the Employee’s duties, title, authority or responsibilities as in effect immediately prior to such reduction, or the assignment to Employee of such reduced duties, title, authority or responsibilities; provided, however, that a reduction in duties, title, authority or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Senior Vice-President of a business unit of the Company remains as such following a Change of Control) shall not by itself constitute grounds for a “Voluntary Termination for Good Reason;” (ii) without the Employee’s express written consent, a material reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) a reduction by the Company in the base salary of the Employee as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the aggregate level of employee benefits, including bonuses, to which the Employee was entitled immediately prior to such reduction with the result that the Employee’s aggregate benefits package is materially reduced (other than a reduction that generally applies to Company employees); (v) the relocation of the Employee to a facility or a location more than thirty-five (35) miles from the Employee’s then present location, without the Employee’s express written consent; (vi) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 7(a) below; or (vii) any act or set of facts or circumstances which would, under California case law or statute constitute a constructive termination of the Employee.

  • Good Cause means:

  • Resignation for Good Reason means a Separation as a result of your resignation within 12 months after one of the following conditions has come into existence without your consent:

  • Constructive Termination means:

  • Termination for Good Reason means a Termination of Employment by Executive for a Good Reason.

  • Without Cause means a termination of the Executive’s employment by the Company other than for a termination for Cause or due to Disability.

  • Effective Termination Date has the meaning set forth in Section 10(b) hereof.

  • Termination Without Cause means a Separation as a result of a termination of the Executive’s employment by the Company without Cause and other than as a result of Disability.

  • Termination for Cause means termination because of: (1) Executive's personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or similar offenses), final cease and desist order or material breach of any provision of this Agreement which results in a material loss to the Institution or the Holding Company, or (2) Executive's conviction of a crime or act involving moral turpitude or a final judgement rendered against Executive based upon actions of Executive which involve moral turpitude. For the purposes of this Section, no act, or the failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Institution or its affiliates. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other benefits for any period after Termination for Cause. During the period beginning on the date of the Notice of Termination for Cause pursuant to Section 8 hereof through the Date of Termination, stock options and related limited rights granted to Executive under any stock option plan shall not be exercisable nor shall any unvested awards granted to Executive under any stock benefit plan of the Institution, the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of Termination, such stock options and related limited rights and any such unvested awards shall become null and void and shall not be exercisable by or delivered to Executive at any time subsequent to such Termination for Cause.

  • with cause means: (i) any material breach of the Agreement by Sub-Adviser; (ii) any federal or state regulatory violation by Sub-Adviser; and (iii) any material financial or other impairment that in the reasonable judgment of CSIM impairs Sub-Adviser’s ability to perform the Services.

  • Good Reason Termination means a termination of employment or service initiated by the Participant upon or after a Change of Control upon one or more of the following events:

  • For Good Reason as defined in Section 6.4.

  • Notice of Termination for Good Reason shall have the meaning set forth in Section 1(t).

  • Involuntary Termination means a termination of your employment with the Company pursuant to either (i) a termination initiated by the Company without Cause, or (ii) your resignation for Good Reason, and provided in either case such termination constitutes a Separation from Service. An Involuntary Termination does not include any other termination of your employment, including a termination due to your death or disability.

  • Termination for Just Cause means termination because of Executive’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of this Agreement.

  • Good Reason Event means (1) fraud, criminal conduct or willful misconduct by or on the part of the Company, (2) a representation or warranty made by the Company herein proving to be untrue in any material respect, or (3) a default in the due performance or observance by the Company of any covenant or agreement contained in this Agreement and such default continuing unremedied for a period of 30 days after written notice thereof to the Company by the Dealer Manager.

  • Involuntary Termination of Employment means the Termination of Service by the Company or Subsidiary other than a termination for Cause, or termination of employment by a Participant Employee for Good Reason.

  • Voluntary Termination means termination by the Employee of the Employee's employment with the Company, excluding termination by reason of Employee's death or disability as described in Sections 2.5 and 2.6.

  • CIC Qualifying Termination means, in each case, on or within twenty-four (24) months following a Change in Control, (i) a termination of the Executive’s employment by the Company without Cause, (ii) a termination of the Executive’s employment by reason of death or Disability, or (iii) a termination of the Executive’s employment by the Executive for Good Reason.