This excerpt taken from the MWE 10-Q filed Aug 11, 2008.
(z) Stock Appreciation Right or SAR means any right granted under Section 6(b) of the Plan.
(aa) Termination for Cause means, with respect to any Participant, the termination of such Participant on account of cause as such term is defined in the Award Agreement and, if no such definition is included in the Award Agreement, the definition of cause shall be that definition provided in an effective employment agreement between the Participant and the Company and, if no such effective employment agreement exists or no such definition is included in the employment agreement, cause shall include without limitation (i) the Participants felony conviction for fraud, misappropriation of Company funds, or embezzlement; (ii) the willful and unreasonable refusal by the Participant to perform the Participants duties or responsibilities for any reason other than illness or incapacity; or (iii) the Participants violation of any code of conduct, code of ethics, employment policies, or provisions of an employee handbook or other published policy (whether disseminated in writing to employees or via a website or other publication) of the Company which is applicable to the Participant, as in effect from time to time. Whether a termination is for cause will be determined solely by the Committee in its sole discretion. Notwithstanding the above, if evidence of cause is acquired after any termination that originally was not a Termination for Cause, the termination may, in the discretion of the Committee, be treated as a Termination for Cause for purposes of this Plan.