Common use of Cause Defined Clause in Contracts

Cause Defined. Termination of Employee’s employment by the Company for any of the following reasons shall be deemed termination for “Cause”: (a) gross neglect or willful misconduct by Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board not inconsistent with the terms of this Agreement; (b) conviction of Employee of, or Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed to be a termination without Cause; (c) Employee’s habitual unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof); or (e) Employee’s material breach of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenant; provided that the Company shall provide Employee with fifteen (15) days prior written notice before any such termination in (a) or (e) (other than to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with the Board and discuss or cure any such alleged violation.

Cause Defined. Termination For purposes of this Agreement, "cause" for Employee’s employment by 's termination will exist at any time after the Company for any happening of one or more of the following reasons shall be deemed termination for “Cause”: events: (a) A failure rising to the level of gross neglect negligence or willful misconduct by Employee of Employee’s duties or Employee’s willful failure refusal to carry out, or comply with, in any material respect any lawful and with the reasonable directive policies, standards or regulations of the Board not inconsistent with Company so as to cause material loss, damage or injury to the terms property, reputation or employees of this Agreement; Company or its subsidiaries; (b) conviction A good faith determination by the Company's President and Chief Executive Officer that Employee's performance is unsatisfactory; provided, however, Employee shall have sixty (60) days after receipt of Employee of, or written notice from the Company regarding such unsatisfactory performance to remedy Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed to be a termination without Cause; 's performance; (c) A failure or a refusal in any material respect, faithfully or diligently, to perform Employee’s habitual unlawful use 's duties determined by the Company in good faith in accordance with this Agreement or the customary duties of Employee's employment (including being under whether due to ill health, disability or otherwise; provided, however, that Employee shall be entitled to any benefits or reasonable accommodation required by law); provided, however, Employee shall have sixty (60) days after receipt of written notice from the influence) or possession of illegal drugs on the Company’s premises or while performing Company regarding such unsatisfactory performance to remedy Employee’s duties and responsibilities under this Agreement; 's performance; (d) Employee’s commission at any time of any act of fraudUnprofessional, embezzlement, misappropriation, material misconduct, unethical or breach of fiduciary duty against fraudulent conduct or conduct that materially discredits the Company (or any predecessor thereto is materially detrimental to the reputation, character or successor thereof); or standing of the Company; (e) Dishonest conduct or a deliberate attempt to do an injury to the Company; (f) Employee’s 's material breach of a term of this Agreement or the restrictive covenants in Sections 5 Employee Invention Assignment and 6 hereof or any other confidentialityConfidentiality Agreement, non-compete or non-solicitation covenantincluding, without limitation, Employee's theft of the Company's proprietary information; provided that provided, however, Employee shall have sixty (60) days after receipt of written notice from the Company shall provide Employee with fifteen (15) days prior written notice before any regarding such termination in (a) or (e) (breach to cure such breach other than to such breach as a result of theft; or (g) An unlawful or criminal act which would reflect badly on the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with Company in the Board and discuss or cure any such alleged violationCompany's reasonable judgment.

Cause Defined. Termination “Cause” hereunder means any of Employee’s employment by the Company for any of the following reasons shall be deemed termination for “Cause”’s: (ai) gross neglect or willful misconduct by Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, in with any material respect any lawful valid and reasonable legal directive of the Board not inconsistent with Board, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the terms Company or any of this Agreementits affiliates; (biii) conviction of Employee of, or Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed to be a termination without Cause; (c) Employee’s habitual unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, or intentional fraud, whether or not related to Employee’s employment with the Company; (iv) indictment, conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent); (v) commission or conviction of a crime which would disqualify Employee for registration or licensure by the applicable regulatory or licensing authority governing the Company’s or any of its subsidiary’s or affiliate’s participation in a State-regulated cannabis program; (vi) material misconduct, or breach of fiduciary duty against any material obligation under this Agreement or any other written agreement between Employee and the Company (or any predecessor thereto or successor thereof)of its subsidiaries; or (evii) any material failure by Employee to comply with the Company’s written policies or rules, as they may be in effect from time to time, that were previously provided to Employee’s , if such failure causes material breach reputational or financial harm to the Company or any of its affiliates. For the avoidance of doubt, if any action or omission by Employee could be deemed a violation of any U.S. federal law relating to the cultivation, harvesting, production, distribution, sale or possession of cannabis, marijuana or related substances or products containing or relating to the foregoing, and such action or omission is not a violation of, and is done in compliance with, applicable U.S. state law, then such action or omission shall not be deemed a basis for Cause hereunder. Notwithstanding the foregoing, no termination shall be considered a termination for Cause unless the Company provides Employee written notice within thirty (30) days of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenant; provided that date upon which the Company first becomes aware of the circumstances purporting to give rise to Cause which notice sets forth the specific circumstances purporting to give rise to Cause and identifying with specificity the action needed to cure. Employee shall provide Employee with fifteen be provided a period of not less than thirty (1530) days prior written from the receipt of such notice before any to effect such termination in (a) or (e) (other than cure to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with reasonable satisfaction of the Board and discuss or cure any such alleged violationCompany.

Cause Defined. Termination of Employee’s employment by the Company for any of the following reasons shall be deemed termination for “Cause”: (a) gross neglect or willful misconduct by Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board not inconsistent with the terms of this Agreement; (b) conviction of Employee of, or Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitudefelony; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed to be a termination without Cause; (c) Employee’s habitual unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof)) that causes or would reasonably be expect to cause material harm to the Company; or (e) Employee’s material breach of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenanthereof; provided that the Company shall provide Employee with fifteen thirty (1530) days prior written notice before any such termination in by reason of (a) or (e) (other than to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with the Board and discuss or cure any such alleged violation. For purposes of this Section 7.02, no act, or failure to act, on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without reasonable belief that the Employee’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company.

Cause Defined. Termination For purposes of this Agreement, the term "Cause" shall mean during the term of this Agreement (i) Employee’s employment 's willful and continued failure to substantially perform his duties after he has received written notice from the Company identifying the actions or omissions constituting willful and continued failure to perform, (ii) Employee's conduct that would constitute a crime under federal or state law, (iii) Employee's actions or omissions that constitute fraud, dishonesty or gross misconduct, (iv) Employee's breach of any fiduciary duty that causes material injury to the Company, (v) Employee's breach of any duty causing material injury to the Company, (vi) Employee's inability to perform his material duties to the reasonable satisfaction of the Company due to alcohol or other substance abuse, or (vii) any violation of the Company's policies or procedures involving discrimination, harassment, substance abuse or work place violence. Any termination for Cause pursuant to this Section shall be given to the Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Employee for Cause. Upon any determination by the Company for any of that Cause exists to terminate the following reasons Employee, the Company shall be deemed termination for “Cause”: (a) gross neglect or willful misconduct by Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive cause a special meeting of the Board not inconsistent with the terms of this Agreement; (b) conviction of Employee of, or Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed Directors to be called and held at a termination without Cause; time mutually convenient to the Board of Directors and Employee, but in no event later than ten (c10) business days after Employee’s habitual unlawful use (including being under 's receipt of the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against notice that the Company (or any predecessor thereto or successor thereof); or (e) Employee’s material breach intends to terminate the Employee for Cause. Employee shall have the right to appear before such special meeting of the restrictive covenants in Sections 5 Board of Directors with legal counsel of his choosing to refute such allegations and 6 hereof shall have a reasonable period of time to cure any actions or any other confidentiality, non-compete or non-solicitation covenant; omissions which provide the Company with a basis to terminate the Employee for Cause (provided that such cure period shall not exceed 30 days). A majority of the members of the Board of Directors must affirm that Cause exists to terminate the Employee. No finding by the Board of Directors will prevent the Employee from contesting such determination through appropriate legal proceedings provided that the Employee's sole remedy shall be to sue for damages, not reinstatement, and damages sha▇▇ be limited to those that would be paid to the Employee if he had been terminated without Cause. In the event the Company terminates the Employee for Cause, the Company shall provide Employee with fifteen (15) days prior written notice before any such termination only be obligated to continue to pay in (a) or (e) (other than the ordinary and normal course of its business to the extent that (a) relates Employee his Salary plus accrued but unused vacation time through the termination date and the Company shall have no further obligations to any fraud or intentional misconduct) with an opportunity to meet with Employee from and after the Board and discuss or cure any such alleged violationdate of termination.

Cause Defined. Termination of Employee’s employment by the Company for any of the following reasons shall be deemed termination for “Cause”: (a) gross neglect or willful misconduct by Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board not inconsistent with the terms of this Agreement; (b) conviction of Employee of, or Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed to be a termination without Cause; (c) Employee’s habitual unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof); or (e) Employee’s material breach of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenant; provided that the Company shall provide Employee with fifteen (15) days prior written notice before any such termination in by reason of (a) or (e) (other than to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with the Board and discuss or cure any such alleged violation.

Cause Defined. Termination For purposes of Employee’s employment by the Company for any of the following reasons shall be deemed termination for this Agreement, “Cause”” shall mean: (a) Employee's ongoing deliberate refusal to perform, or ongoing gross neglect negligence in performing, Employee's lawful duties or responsibilities (other than a failure resulting from Employee's death or Disability, as defined below) upon direction of the CEO, the Board, or an appropriate designee of either the CEO or the Board; (b) Employee's engaging in any act of fraud or misrepresentation involving the Company or its assets (c) Employee's engaging in sexual misconduct or harassment or similar behavior in Employee's personal or professional capacity; (d) Employee's knowing, reckless, or grossly negligent violation of any federal or state law or regulation applicable to the Company's business; (e) Employee's material or willful misconduct by Employee breach of Employee’s duties or Employee’s willful failure to carry out, or comply with, in any material respect any lawful and reasonable directive term of the Board not inconsistent with the terms of Confidentiality Agreement or this Agreement; (bf) conviction of Employee Employee's being convicted of, or Employee’s plea of no contest, entering a plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime any misdemeanor involving material acts of moral turpitude turpitude, embezzlement, theft, or other similar act; (g) Employee's material breach or violation of any written Company policy or procedure or Employee’s indictment for any felony violation of his duty of loyalty or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or fiduciary duty to the indictment is dismissed, the termination shall be deemed to be a termination without CauseCompany; (ch) Employee’s habitual unlawful use (including being under the influence) 's engaging in gross misconduct or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against the Company (or any predecessor thereto or successor thereof)gross negligence; or (i) where the Company reasonably believes that Employee engaged in conduct which would cause the Company to suffer material disrepute or reputational harm or otherwise be materially injurious to the Company; provided, however, that if the reason for termination of Employee's employment for Cause is pursuant to subsections (a), (e), (g), or (h) above and the Board or CEO reasonably believes that the reason(s) for termination are capable of being cured, Employee shall be provided with up to 15 days to cure the events alleged to constitute Cause (during which 15-day period Employee’s material breach of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenant; provided that the Company shall provide Employee with fifteen (15) days prior written notice before any such termination in (a) or (e) (other than to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with the Board and discuss or cure any such alleged violationactive employment may be suspended).

Cause Defined. Termination “Cause” hereunder means any of Employee’s employment by the Company for any of the following reasons shall be deemed termination for “Cause”: (ai) gross neglect or willful misconduct by Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, in with any material respect any lawful valid and reasonable legal directive of the Board not inconsistent with Board, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, injurious to the terms Company or any of this Agreementits affiliates; (biii) conviction of Employee of, or Employee’s plea of no contest, plea of nolo contendere or imposition of adjudicated probation with respect to, any felony or crime involving moral turpitude or Employee’s indictment for any felony or crime involving moral turpitude; provided if Employee is terminated following such indictment but is found not guilty or the indictment is dismissed, the termination shall be deemed to be a termination without Cause; (c) Employee’s habitual unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or while performing Employee’s duties and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, or intentional fraud, whether or not related to Employee’s employment with the Company; (iv) indictment, conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent); (v) commission or conviction of a crime which would disqualify Employee for registration or licensure by the applicable regulatory or licensing authority governing the Company’s or any of its subsidiary’s or affiliate’s participation in a State-regulated cannabis program; (vi) material misconduct, or breach of fiduciary duty against any material obligation under this Agreement or any other written agreement between Employee and the Company (or any predecessor thereto or successor thereof)of its subsidiaries; or (evii) any material failure by Employee to comply with the Company’s written policies or rules, as they may be in effect from time to time, that were previously provided to Employee’s , if such failure causes material breach reputational or financial harm to the Company or any of its affiliates. For the avoidance of doubt, if any action or omission by Employee could be deemed a violation of any U.S. federal law relating to the cultivation, harvesting, production, distribution, sale or possession of cannabis, marijuana or related substances or products containing or relating to the foregoing, and such action or omission is not a violation of, and is done in compliance with, applicable U.S. state law, then such action or omission shall not be deemed a basis for Cause hereunder. Notwithstanding the foregoing, no termination shall be considered a termination for Cause unless the Company provides Employee written notice within thirty (30) days of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenant; provided that date upon which the Company first becomes aware of the circumstances purporting to give rise to Cause which notice sets forth the specific circumstances purporting to give rise to Cause and identifying with specificity the action needed to cure. Employee shall provide Employee with fifteen be provided a period of not less than thirty (1530) days prior written from the receipt of such notice before any to effect such termination in (a) or (e) (other than cure to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with reasonable satisfaction of the Board and discuss or cure any such alleged violationCompany.

Cause Defined. Termination of Employee’s employment by the Company for any of the following reasons shall be deemed termination for “Cause”: (a) gross neglect or willful misconduct by Executive has breached any provision of the Employee of Employee’s duties or Employee’s willful failure to carry out, or comply with, Agreement in any material respect any lawful and reasonable directive has failed to "cure" such breach within thirty (30) days after receipt of written notice of default from the Board not inconsistent with the terms of this Agreement; Company, or (b) conviction Executive has engaged in willful and material misconduct, including willful and material failure to perform Executive's duties as an officer or employee of Employee ofthe Company and has failed to "cure" such default within thirty (30) days after receipt of written notice of default from the Company, or (c) Executive has committed fraud, misappropriation or Employee’s plea of no contestembezzlement in connection with the Company's business, plea of or (d) Executive has been convicted or has pleaded nolo contendere to felony criminal misconduct, or (e) Executive's use of narcotics, liquor or imposition an illicit drug has or has had a detrimental effect on the performance of adjudicated probation with respect tohis employment responsibilities, any felony or crime involving moral turpitude or Employee’s indictment as determined by the Company's Board of Directors. In the event that the Company terminates Executive's employment for any felony or crime involving moral turpitude; provided if Employee "cause" pursuant to Section 6.01(c) and Executive objects in writing to the Board's determination that there was proper "cause" for such termination within twenty (20) days after Executive is terminated following notified of such indictment but is found not guilty or the indictment is dismissedtermination, the matter shall be resolved by arbitration in accordance with the provisions of Section 7.01. If Executive fails to object to any such determination of "cause" in writing within such twenty (20) day period, he shall be deemed to have waived his right to object to that determination. If such arbitration determines that there was not proper "cause" for termination, such termination shall be deemed to be a termination without Cause; (c) Employee’s habitual unlawful use (including being under pursuant to Section 6.01(d), Executive's sole remedy shall be to receive the influence) or possession of illegal drugs on wage continuation benefits contemplated by Section 6.06, and the Company’s premises or while performing Employee’s duties Substitute Option and responsibilities under this Agreement; (d) Employee’s commission at any time of any act of fraud, embezzlement, misappropriation, material misconduct, or breach of fiduciary duty against New Option shall be treated as if the Company (or any predecessor thereto or successor thereof); or (eterminated this Agreement pursuant to Section 6.01(d) Employee’s material breach as of the restrictive covenants in Sections 5 and 6 hereof or any other confidentiality, non-compete or non-solicitation covenant; provided date of determination by arbitration that the Company shall provide Employee with fifteen (15) days prior written notice before any such termination in (a) or (e) (other than to the extent that (a) relates to any fraud or intentional misconduct) with an opportunity to meet with the Board and discuss or cure any such alleged violationthere was not proper "cause."