Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 5 contracts
Sources: Executive Employment Agreement (Heelys, Inc.), Executive Employment Agreement (Heelys, Inc.), Executive Employment Agreement (Heelys, Inc.)
Cause. In addition The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any other rights employment or remedies available to severance agreement then in effect between Executive and the Company during or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the Employment Term, in its sole discretion Company may terminate termination of Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any only because the Board determines that one or more of the followingfollowing events have occurred: (i) Company’s determination any act or omission that constitutes a material breach by such Executive has materially neglected, failed, or refused to render the Services or perform of any other of his material duties or obligations under this AgreementAgreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) Company’s determination the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially violated injurious to the Company or any provision of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this AgreementAgreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, violation a breach of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction for, confidentiality obligation to the Company or entry of a plea of no contest the Executive’s engagement in any Prohibited Activity during his employment with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect the Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment which remains uncured for Cause unless Company provides Executive with 30 days after written notice to such Executive specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt detail the nature of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticemisconduct.
Appears in 5 contracts
Sources: Management Unit Subscription Agreement (Radiation Therapy Services Holdings, Inc.), Support and Voting Agreement (Vestar Capital Partners v L P), Support and Voting Agreement (Vestar Capital Partners v L P)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in this SectionSection 7 below) effective immediately upon delivery that notifies Executive of written notice to Executive, and Executive will not be entitled to any Severance Benefits’s termination for Cause. As used herein, “Cause” means any shall mean, for purposes of the followingthis Agreement: (i) the continued failure by Executive to use good faith efforts in the performance of Executive’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) the criminal felony indictment (or non-U.S. equivalent) of Executive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company’s determination that Executive has materially neglected, failedincluding, without limitation (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its affiliates, (B) the debarment of the Company or any of its affiliates by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or refused to render the Services debarment, suspension or perform other exclusion of the Company or any of its affiliates by any other governmental authority, or (C) the revocation, suspension or denial of any registration, license, or other governmental authorization of the Company or any of its affiliates, including any registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration or any successor agency (the “DEA”) and any registration or marketing authorization of the FDA or any non-U.S. equivalent; (iv) the debarment of Executive by the FDA or the debarment, suspension or other exclusion of Executive by any other governmental authority; (v) the continued material duties or obligations under breach by Executive of this Agreement; (iivi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s determination financial statements and public filings that is known to Executive has otherwise materially violated any provision of this Agreementto be false. Notwithstanding the foregoing, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) prior to having Cause for Executive’s conviction fortermination (other than as described in clauses (ii), or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentactual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) may harm or embarrass, within thirty (30) days after such demand. References to the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses subsections (i) and through (iiviii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt paragraph shall also include affiliates of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 5 contracts
Sources: Executive Employment Agreement (Endo, Inc.), Executive Employment Agreement (Endo, Inc.), Executive Employment Agreement (Endo, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means and only means any of the following: (i) Company’s determination that Executive has materially neglected, faileda conviction of, or refused to render plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the Services laws of the United States or perform any other material duties or obligations under this AgreementState by Executive; (ii) Company’s determination any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that Executive has otherwise materially violated causes material harm to such entity, but excluding any provision of this Agreementdisclosure required by subpoena, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect court order or subsequently promulgated or revisedapplicable law; (iii) Executive’s conviction for, fraud or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime willful misconduct that adversely affects or (in causes material harm to the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any act or omission written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentand legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) may harm days of notice thereof from the Company that specifies such material failure; or embarrass(vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any of the successor or affiliate thereof to discharge or dismiss Executive for any other Company Parties; acts or (v) any act omissions, but such other acts or omission of Executive constituting the knowing omissions shall not be deemed or intentional violation of applicable law with respect toconstrued, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) for purposes of this SectionAgreement, if to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such breach or violation cure period. Whether a termination is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that shall be determined by the Board of Company in its judgment and discretion, which shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebe exercised in good faith.
Appears in 5 contracts
Sources: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the CEO which describes the basis for the CEO’s belief that Executive has materially neglected, failed, or refused not substantially performed his duties and provides Executive with thirty (30) days to render the Services or perform any other material duties or obligations under this Agreement; take corrective action;
(ii) Company’s determination Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, or other crime a felony that adversely affects or (in the Company’s reasonable judgment) may adversely affect Board of Directors reasonably believes has had or will have a material detrimental effect on the Company, the ability of Executive to provide the Services, ’s reputation or any of the other Company Parties (as defined below); business;
(iv) A willful breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission other civil or criminal securities law action (regardless of whether or not Executive constituting admits or denies liability), which the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s Board of Directors determines, in its reasonable judgmentdiscretion, will have a material detrimental effect on the Company’s reputation or business;
(vi) may harm or embarrass, Company or Executive entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses any action which would bar Executive from service as an executive officer or member of a board of directors of any publicly-traded company (iregardless of whether or not Executive admits or denies liability);
(vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Company’s Board of Directors or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(viii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement, if (A) the disqualification or bar continues for more than thirty (30) days, and (iiB) of during that period the Company uses its commercially reasonable efforts to cause the disqualification or bar to be lifted. While any disqualification or bar continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 12(a)(iii), Executive shall receive notice and an opportunity to be heard before the Company’s Board of Directors with Executive’s own attorney before any termination for Cause unless is deemed effective. Notwithstanding anything to the contrary, the CEO or the Company’s Board of Directors may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company provides information, employees and business should Executive with written notice specifying such breach or violation, in reasonable detailwish to avail himself of his opportunity to be heard before the Company’s Board of Directors prior to a termination for Cause. If Executive avails himself of his opportunity to be heard before the Company’s Board of Directors, and Executive then fails to cure or remedy such breach or violation make himself available to the Company’s Board of Directors within fifteen five (155) business days after receipt of such notice; provided furtherrequest to be heard, that the Company’s Board of Company shall have Directors may thereafter cancel the sole discretion to determine whether such a breach or violation is subject to cure, administrative leave and if so, whether the terminate Executive successfully effected a cure following noticefor Cause.
Appears in 5 contracts
Sources: Employment Agreement (Outdoor Channel Holdings Inc), Employment Agreement (Outdoor Channel Holdings Inc), Employment Agreement (Outdoor Channel Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the followingis defined as: (i) an act of dishonesty made by Executive in connection with Executive’s responsibilities as an employee that materially adversely affects the Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) CompanyExecutive’s determination that Executive has otherwise materially violated conviction of, or plea of nolo contendere to, a felony or any provision crime involving fraud, embezzlement or any other act of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedmoral turpitude; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime gross misconduct that materially and adversely affects or (in the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below)business; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or Executive’s continued intentional refusal to perform his employment duties in a material fashion that ▇▇▇▇▇ or embarrasses or (in materially and adversely affects the Company’s reasonable judgmentreputation or business, after Executive has received a written demand of performance from the Company which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his duties and Executive continues to refuse to cure such non-performance within thirty (30) may harm days after receiving such notice; (iv) Executive has breached any material term or embarrass, condition of the Executive’s Confidentiality Agreement with the Company or any has otherwise improperly disclosure of the other Company PartiesCompany’s confidential or proprietary information that materially adversely affects the Company; or (v) Executive has breached any act material term or omission condition of the Executive’s any written Company policy or the Company’s written code of conduct that has been made available to Executive constituting prior to such breach or any other material agreement with the knowing Company or intentional violation of applicable law with respect to(vi) Executive has obstructed or impeded, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrassfailed to materially cooperate with, Company any investigation authorized by the Board or any of the other Company Partiesgovernmental or self-regulatory entity; provided, however that failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with such investigation will not constitute “Cause” provided, however, that with respect to the action or conduct described in clauses (iiv), (v) and (iivi) of this Section, above will constitute “Cause” only if such breach action or violation is susceptible to cure, conduct continues after the Company may not terminate Executive’s employment for Cause unless Company provides Executive has provided you with written notice specifying such breach or violation, in reasonable detail, thereof and Executive fails thirty (30) days to cure the same if such action or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation conduct is subject to cure, and if so, whether the Executive successfully effected a cure following noticecurable.
Appears in 5 contracts
Sources: Change of Control Severance Agreement (Fortinet, Inc.), Change of Control Severance Agreement (Fortinet, Inc.), Change of Control Severance Agreement (Fortinet, Inc.)
Cause. In addition The Company shall have “Cause” to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause hereunder upon:
(as defined i) Executive’s failure to comply with, in this Section) effective immediately upon delivery of written notice to Executiveany material respect, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) material Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Policies;
(ii) CompanyExecutive’s determination that Executive has otherwise materially violated failure in any material respect to carry out or comply with any lawful and reasonable directive of the Board;
(iii) Executive’s breach of a material provision of this Agreement, any Restricted Stock Agreement and any other material agreement among Executive and the Company, Parent or subsidiary thereof;
(iv) Executive’s commission of, conviction of, or plea of “guilty” or “no contest” to, any felony or crime involving moral turpitude;
(v) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on Parent’s or its direct or indirect subsidiaries’ premises or while performing Executive’s duties and responsibilities under this Agreement;
(vi) Executive’s willful, reckless or gross misconduct bringing Parent or its direct or indirect subsidiaries into any public disgrace or disrepute; or
(vii) Executive’s commission of an act of dishonesty, disloyalty, fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty with respect to Parent or its direct or indirect subsidiaries. Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) above, no “Cause” will have occurred unless and until the Company has provided Executive with written notice of the circumstances setting forth the elements of “Cause” in reasonable detail and an opportunity to cure such finding of “Cause” within thirty (30) days after the receipt of such notice. If the Executive fails to cure the same within such thirty (30) days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. In the event that (a) Executive’s employment with the Company terminates for any reason other than for Cause (including, without limitation, violation of Company policies regarding drugs whether by death, Disability, resignation or termination without Cause or with Good Reason) and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiib) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); facts and circumstances described in (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or through (in Company’s reasonable judgmentvi) may harm or embarrass, Company or any above existed as of the other Company Parties; date of Executive’s termination (whether or (v) any act or omission of Executive constituting not known by the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any Board as of the other Company Parties; providedtermination or discovered after any such termination), howeverby a vote of the Board, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, the Company may not terminate deem the termination of the Executive’s employment to have been for Cause unless and, for all purposes of this Agreement (including Sections 3 and 4), the termination shall be treated as a termination by the Company provides Executive with written notice specifying such breach or violation, in reasonable detail, for Cause and the Company and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such corresponding rights or obligations associated with a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticetermination for Cause.
Appears in 4 contracts
Sources: Employment Agreement (YogaWorks, Inc.), Employment Agreement (YogaWorks, Inc.), Employment Agreement (YogaWorks, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in with the Company may be terminated by the Company with or without Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Companythe continued failure of Executive to perform substantially Executive’s determination duties with the Company or any of its affiliates or Executive’s material disregard of the directives of the Board (in each case other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by Executive within 20 calendar days after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has materially neglected, failed, or refused to render the Services or perform any other material not substantially performed Executive’s duties or obligations under this Agreementdisregarded a directive of the Board; (ii) Company’s determination that willful material misrepresentation at any time by Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedto the Board; (iii) Executive’s conviction forcommission of any act of fraud, or entry misappropriation (other than misappropriation of a plea of no contest de minimis nature) or embezzlement against or in connection with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, Company or any of the other Company Parties (as defined below)its affiliates or their respective businesses or operations; (iv) any act a conviction, guilty plea or omission plea of nolo contendere of Executive for any crime involving fraud, theft, dishonesty, disloyalty, dishonesty or illegality with respect to, for any felony; (v) a material breach by Executive of his fiduciary duties of loyalty or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, care to the Company or any of its affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of a Company Partiespolicy, as the same may be amended from time to time; (vi) the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vvii) any act a material breach by Executive of his obligations under Section 7, 8, 9 or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) 11 of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violationAgreement that, in reasonable detailthe case of Sections 7, and 8 or 11, is not cured (if curable) by Executive fails to cure or remedy such breach or violation within fifteen (15) 20 calendar days after receipt of written demand for such notice; provided further, that cure is delivered to Executive by the Board of Company shall have which specifically identifies the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether manner in which the Board believes that Executive successfully effected a cure following noticehas materially breached his obligations.
Appears in 4 contracts
Sources: Employment Agreement (Williams Industrial Services Group Inc.), Employment Agreement (Global Power Equipment Group Inc.), Employment Agreement (Global Power Equipment Group Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means for termination will mean any one or more of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiia) Executive’s conviction forof, or entry of a plea of “guilty” or “no contest with respect contest” to, any felonyfelony or any crime involving fraud, crime dishonesty or moral turpitude under the laws of moral turpitudethe United States or any state thereof; (b) Executive’s commission of, or other crime participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that adversely affects causes harm; (c) Executive’s intentional, material violation of any contract or (in Company’s reasonable judgment) may adversely affect agreement between the Executive and the Company, the ability Company’s employee handbook and employment policies, the Company’s Code of Executive to provide the ServicesConduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure of the Company’s confidential information or trade secrets or other Company Parties material breach of the Confidentiality Agreement (as defined below); (ive) Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any act internal or omission of Executive involving fraud, theft, dishonesty, disloyalty, external Company investigation or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or audit (in Company’s reasonable judgment) may harm or embarrass, whether being conducted by the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesby a third-party); provided, however, that with respect in order to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides “Cause” pursuant to the foregoing clauses (c), (d), (e), and (f) the Board must first provide Executive with written notice specifying such breach or violationof the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure or remedy such breach or violation Cause event within fifteen (15) such period, then the termination of employment must be effective not later than 30 days after receipt the end of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a Executive’s cure following noticeperiod.
Appears in 4 contracts
Sources: Executive Employment Agreement (Sweetgreen, Inc.), Executive Employment Agreement (Sweetgreen, Inc.), Executive Employment Agreement (Sweetgreen, Inc.)
Cause. In addition For purposes of this Agreement, a termination of employment is for “Cause” if the termination occurs because of Executive’s: (i) unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving moral turpitude; (iii) willful misfeasance or gross misconduct in the performance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other rights than illness; or remedies available (vi) failure to perform Executive’s assigned duties, after receiving written and reasonable notice from the Company during and an opportunity of at least thirty (30) days to correct any such failure and/or dispute the Employment Termoriginal notice. Although the foregoing is an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, in its sole discretion Company or any acquirer or successor of the Company, may terminate Executive’s at-will employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will reasons that do not be entitled to any Severance Benefits. As used herein, constitute “Cause.” A termination without “Cause” means any of includes not only involuntary terminations by the followingCompany, but also voluntary terminations by Executive resulting from either: (ia) Company’s determination that Executive has materially neglecteda material reduction in employment duties, failed, compensation or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesbenefits; or (vb) any act or omission a change in location of Executive constituting employment outside of a fifty (50)-mile radius of the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrasscurrent principal office, Company or any of the other Company Partieswithout Executive’s consent; provided, however, that a termination in connection with respect to clauses (i) and (ii) the events described above shall only constitute a termination of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for by the Company without Cause unless Company only if (A) the Executive provides Executive with written notice specifying to the Company of the event within ninety (90) days of the occurrence of such breach or violationevent, in reasonable detail, and Executive (B) the Company fails to cure or remedy the condition caused by such breach or violation event within fifteen thirty (1530) days after receipt from Executive of such notice; provided furtherwritten notice of the event, that and (C) the Board Executive provides written notice of Company shall have his intent to terminate employment within thirty (30) days following the sole discretion to determine whether such a breach or violation is subject Company’s failure to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 4 contracts
Sources: Executive Employment Agreement (Entorian Technologies Inc), Executive Employment Agreement (Entorian Technologies Inc), Executive Employment Agreement (Entorian Technologies Inc)
Cause. In addition to any other rights or remedies available to The Company during terminates the Employment Term, in its sole discretion Company may terminate Executive’s employment Executive for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to or for any Severance Benefitsreason other than for Cause. As used hereinin this Agreement, “Cause” means with respect to Executive’s termination from employment, shall mean any of the following: :
(i1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline;
(2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action;
(3) the Executive’s misappropriation of any of the Company’s determination that Executive has materially neglected, failed, funds or refused to render property;
(4) the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, of or entry entering of a guilty plea or a plea of no contest with respect to, any a felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any other crime which materially and adversely affects the business of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in CompanyExecutive’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that ability to carry out his duties hereunder and with respect to clauses which imprisonment for a term in excess of six (i6) and months is a possible punishment;
(ii5) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or
(6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for Cause unless a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following:
(A) the Executive materially violates any Company provides Executive with written notice specifying such breach policy, regulation or violation, in reasonable detail, and guideline which Executive fails to cure within sixty (60) days following written notice of such violation by the Company to the Executive; or
(B) the Executive’s conviction or remedy such breach entering of a guilty plea or violation within fifteen a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (1560) days after receipt of such notice; provided furthernotice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, that the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Company shall have the sole discretion Termination to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected confirming that a cure following noticemajority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause.
Appears in 4 contracts
Sources: Employment Agreement (MULTI COLOR Corp), Employment Agreement (MULTI COLOR Corp), Employment Agreement (MULTI COLOR Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s A termination of employment is for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means only if it is due to:
(i) serious intentional misconduct on the part of the Executive Officer;
(ii) fraud, misappropriation or embezzlement related to any of the following: Sterling Entities on the part of the Executive Officer;
(iiii) Company’s determination the conviction of the Executive Officer of any felony or crime involving moral turpitude;
(iv) a material violation by the Executive Officer of any applicable federal or state banking law or regulation that Executive has materially neglected, failedhad, or refused to render the Services or perform may have, a material adverse effect on any other Sterling Entity;
(v) a material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated breach of any provision of this Agreement, corporate policy including, without limitation, violation the Code of Company policies regarding drugs Business Conduct and alcoholEthics and the Code of Ethics for Senior Officers, discriminationas applicable to the Executive Officer which, harassmentif correctable, retaliationremains uncorrected for 30 days following written notice to the Executive Officer by a Sterling Entity of such breach;
(vi) a material breach of this Agreement which, honestyif correctable, confidentialityremains uncorrected for 30 days following written notice to the Executive Officer by a Sterling Entity of such breach; or
(vii) the willful and continued failure by the Executive Officer to perform substantially the Executive Officer’s duties on behalf of any Sterling Entity, and/or other employee misconductthan any such failure resulting from the Executive Officer’s incapacity due to Disability, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of which failure is not promptly abated after a plea of no contest with respect to, any felony, crime of moral turpitude, demand for substantial performance is delivered to the Executive Officer by Bancshares or other crime applicable Sterling Entity that adversely affects or (specifically identifies the manner in Companywhich the Executive Officer has not substantially performed the Executive Officer’s duties and gives the Executive Officer a reasonable judgment) may adversely affect Companyperiod of cure. For purposes of this definition, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or failure to act on the Executive Officer’s part shall be considered “material” or “willful” if done or omitted to be done by the Executive Officer otherwise than in good faith and without reasonable belief that the Executive Officer’s action or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (was in Company’s reasonable judgment) may harm or embarrass, Company or any the best interest of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeSterling Entities.
Appears in 4 contracts
Sources: Severance and Non Competition Agreement (Sterling Bancshares Inc), Severance and Non Competition Agreement (Sterling Bancshares Inc), Severance and Non Competition Agreement (Sterling Bancshares Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment TermThe Company, in acting by its sole discretion Company Board of Directors, may terminate the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) Companythe Executive’s determination that Executive has materially neglected, failedconviction of, or refused a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to render perform the Services Executive’s obligations as an employee of the Company or perform any other material duties or obligations under this AgreementAgreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction forcommission of an act of embezzlement, fraud or entry of dishonesty which results in a plea of no contest with respect toloss, any felony, crime of moral turpitude, damage or other crime that adversely affects or (in injury to the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (the Executive’s substantial and continuing gross negligence in Company’s reasonable judgment) may harm or embarrass, Company or any the performance of the other Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company Partieswhich adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vvii) any act the Executive’s continuing material failure or omission refusal to perform the Executive’s duties in accordance with the terms of Executive constituting this Agreement. Notwithstanding anything herein to the knowing contrary, the Executive’s resignation promptly following an action by the Company that results in a constructive termination or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any discharge of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have constitute a termination by the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany without Cause for purposes of this Agreement.
Appears in 4 contracts
Sources: Coo Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means and only means any of the following: (i) Company’s determination that Executive has materially neglected, faileda conviction of, or refused to render plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the Services laws of the United States or perform any other material duties or obligations under this AgreementState by Executive; (ii) Company’s determination any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that Executive has otherwise materially violated causes material harm to such entity, but excluding any provision of this Agreementdisclosure required by subpoena, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect court order or subsequently promulgated or revisedapplicable law; (iii) Executive’s conviction forfraud, gross negligence or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime willful misconduct that adversely affects or (in causes material harm to the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any act or omission written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentand legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) may harm days of notice thereof from the Company that specifies such material failure; or embarrass(vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any of the successor or affiliate thereof to discharge or dismiss Executive for any other Company Parties; acts or (v) any act omissions, but such other acts or omission of Executive constituting the knowing omissions shall not be deemed or intentional violation of applicable law with respect toconstrued, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) for purposes of this SectionAgreement, if to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such breach or violation cure period. Whether a termination is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that shall be determined by the Board of Company in its judgment and discretion, which shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebe exercised in good faith.
Appears in 4 contracts
Sources: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s your employment for Cause (as defined in this Section) effective immediately upon delivery provided below. Termination of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, your employment by the Company for “Cause” means any of the following: shall mean termination upon (iA) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision your breach of this Agreement, including(B) your failure to satisfactorily perform your duties under this Agreement, without limitationto follow the direction (consistent with your duties) of the Board, violation the Chief Executive Officer or any other individual to whom you report, or to follow the procedures, policies and rules of the Company policies regarding drugs and alcoholor the Bank, discrimination(C) any willful act or omission by you that is, harassmentor is likely to be, retaliationinjurious to the Company or the Bank or the business reputation of the Company or the Bank, honesty(D) your material breach of a material written policy of the Company or the Bank, confidentiality(E) your dishonesty, and/or other employee fraud, malfeasance, negligence or misconduct, whether now in effect including the delay of information delivered to the Board, the Chief Executive Officer, or subsequently promulgated any other individual to whom you report, the incompleteness of reporting to the Board, the Chief Executive Officer, or revised; any other individual to whom you report, or any effort to mislead or improperly influence the Board, the Chief Executive Officer, or any other individual to whom you report, or (iiiF) Executive’s conviction your arrest, indictment for, or conviction of, or your entry of a plea of guilty or no contest with respect to, any felony, a felony or a crime of involving moral turpitude. Notwithstanding the foregoing, no event or other crime that adversely affects or condition described in the foregoing (in Company’s reasonable judgmentA) may adversely affect Companythrough (E) shall constitute Cause unless (x) within ninety (90) days from the Company first acquiring actual knowledge of the existence of the Cause condition, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive you with written notice specifying of the event or condition constituting Cause; (y) such breach or violation, in reasonable detail, and Executive fails grounds for termination (if susceptible to cure or remedy such breach or violation correction) are not corrected by you within fifteen thirty (1530) days after of your receipt of such noticenotice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, you have not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter); provided furtherand (z) the Company terminates your employment with the Company and the Bank immediately following the expiration of such thirty (30)-day period. For purposes of the foregoing, any attempt by you to correct a stated Cause shall not be deemed an admission by you that the Board Company’s assertion of Company shall have the sole discretion to determine whether such a breach or violation Cause is subject to cure, and if so, whether the Executive successfully effected a cure following noticevalid.
Appears in 4 contracts
Sources: Executive Employment Agreement (Spirit of Texas Bancshares, Inc.), Executive Employment Agreement (Spirit of Texas Bancshares, Inc.), Executive Employment Agreement (Spirit of Texas Bancshares, Inc.)
Cause. In addition to any other rights or remedies available to The Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, shall have “Cause” means any of to terminate the following: Term and the Executive's employment hereunder upon:
(i) Company’s determination that the Executive's failure to perform substantially his duties as an employee of the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), which is not cured within 15 days after a written demand for performance is given to the Executive by the Board specifying in reasonable detail the manner in which the Executive has materially neglected, failedfailed to perform substantially his duties as an employee of the Company;
(ii) the Executive's failure to carry out, or refused comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement that, if capable of cure, is not cured by the Executive within 15 days after written notice given to render the Services Executive describing such failure in reasonable detail;
(iii) the Executive's conviction, plea of no contest, plea of nolo contendere, or perform imposition of unadjudicated probation for any felony or, to the extent involving fraud, dishonesty, theft, embezzlement or moral turpitude, any other crime;
(iv) the Executive's violation of a material regulatory requirement relating to the business of the Company and its subsidiaries that, in the good faith judgment of the Board, is injurious to the Company in any material respect;
(v) the Executive's unlawful use (including being under the influence) or possession of illegal drugs on the Company's premises or while performing the Executive's duties or obligations and responsibilities under this Agreement; ;
(iivi) Company’s determination that Executive has otherwise materially violated any provision the Executive's breach of this AgreementAgreement in any material respect that, includingif capable of cure, without limitationis not cured by the Executive within 15 days after written notice given to the Executive describing such breach in reasonable detail; or
(vii) the Executive's commission of an act of fraud, violation of Company policies regarding drugs and alcoholembezzlement, discriminationmisappropriation, harassment, retaliation, honesty, confidentiality, and/or other employee willful misconduct, whether now in effect gross negligence or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry breach of a plea of no contest fiduciary duty with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, to the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.its affiliates;
Appears in 3 contracts
Sources: Employment Agreement (Skilled Healthcare Group, Inc.), Employment Agreement (Skilled Healthcare Group, Inc.), Employment Agreement (Skilled Healthcare Group, Inc.)
Cause. In addition to any other rights The occurrence of one or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any more of the following: :
(ia) CompanyThe willful failure by the Executive to substantially perform his duties hereunder (other than a failure attributable to an event constituting Good Reason or resulting from the Executive’s determination that incapacity because of death or disability), after notice from the Company or an Affiliate, and a failure to cure such violation within 20 days of said notice;
(b) The willful engaging by the Executive has materially neglectedin misconduct injurious to the Company or an Affiliate;
(c) Dishonesty, failedinsubordination or gross negligence of the Executive in the performance of the Executive’s duties;
(d) The Executive’s breach of fiduciary duty involving personal profit;
(e) Conduct on the part of the Executive which brings public discredit to the Company or an Affiliate and, or refused if the effect may be cured, a failure to render cure within 20 days of the Services or perform any other material duties or obligations under this Agreement; date notice of such conduct is delivered to the Executive;
(iif) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) The Executive’s conviction for, of or entry plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea of no contest with respect to, any felonybargain), crime of falsehood or a crime involving moral turpitude, or other crime that adversely affects the actual incarceration of the Executive for a period of 20 consecutive days or more;
(in g) The Executive’s theft or abuse of the Company’s reasonable judgmentor an Affiliate’s property or the property of the Company’s or an Affiliate’s customers, employees, contractors, vendors or business associates;
(h) The direction or recommendation of a state or federal bank regulatory authority to remove the Executive from his position(s) with the Company or an Affiliate;
(i) The Executive’s willful failure to follow the good faith lawful instructions of the Board (or the board of directors of an Affiliate) with regard to its operations, after written notice and, if the event may adversely affect Companybe cured, a failure to cure such violation within 20 days of the ability date said notice is delivered to the Executive;
(j) Material breach of any contract or agreement that the Executive entered with the Company or an Affiliate, including breach of any of the obligations described in Article 4 and, if the breach may be cured, a failure to provide cure such breach within 20 days of the Servicesdate notice of such breach is delivered to the Executive;
(k) Unauthorized disclosure of the trade secrets or Confidential Information of the Company or an Affiliate, or any of the other Company Parties their trade partners or vendors; and
(as defined below); (ivl) Any intentional cooperation with any act or omission party attempting to effect a Change of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses Control unless (i) and the Board has approved or ratified that action before the Change of Control or (ii) that cooperation is required by law. However, Cause will not arise solely because the Executive is absent from active employment during periods of this Sectionvacation, consistent with the Company’s or an Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and approved by the Company or such Affiliate. Also, if, after the Executive Terminates employment, the Company learns that the Executive has actively concealed conduct or an event that, if such breach or violation is susceptible to curediscovered before employment Terminated, would have constituted “Cause,” the Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, recover any and Executive fails all amounts paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice(or to his or her Beneficiaries) under this Agreement in excess of the Accrued Obligations.
Appears in 3 contracts
Sources: Change of Control Agreement (Sb Financial Group, Inc.), Change of Control Agreement (Sb Financial Group, Inc.), Change of Control Agreement (Sb Financial Group, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined Wherever reference is made in this Section) effective immediately upon delivery of written notice Agreement to Executive, and Executive will not be entitled to any Severance Benefits. As used hereintermination being with or without Cause, “Cause” means any of the following: shall mean (i) Company’s determination that Executive has materially neglected, failed, refuses or refused fails to render the Services or perform any other material of his duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreementand responsibilities as determined from time to time by the Board, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; limitation (iiia) Executive’s conviction for, persistent neglect of duty or entry of chronic unapproved absenteeism (other than for a plea of no contest with respect to, any felony, crime of moral turpitude, temporary or other crime that adversely affects or (in Company’s permanent disability) which remains uncured to the reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any satisfaction of the other Board following thirty (30) days’ written notice from the Company Parties of such alleged fault and (as defined below); (ivb) Executive’s refusal to comply with any act lawful directive or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any policy of the other Company Parties; or Board which refusal is not cured by Executive within thirty (v30) any act or omission days of Executive constituting such written notice from the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that the Company shall not be required to give Executive a cure period with respect to clauses this clause (i) on more than one occasion; (as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the Company’s subsidiaries), (ii) Executive acts (including a failure to act) in a manner which constitutes willful misconduct, gross negligence, or insubordination, (iii) the Company determines that, in the reasonable judgment of the Board, (x) Executive has committed an act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, has violated any material provision of any written policy of the Company or Holdings or (y) Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, or any act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (iv) a material breach by the Executive of this SectionAgreement, if such breach or violation is susceptible any other written agreement with the Company, any fiduciary duty to curethe Company, Company may not terminate (v) Executive’s employment arrest, indictment for Cause unless Company provides Executive with written notice specifying such breach or violationconviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude, in reasonable detailor (vi) the Executive’s habitual or repeated misuse of, and Executive fails to cure or remedy such breach habitual or violation within fifteen (15) days after receipt repeated performance of such notice; provided furtherthe Executive’s duties under the influence of, that the Board of Company shall have the sole discretion to determine whether such a breach alcohol or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticecontrolled substances.
Appears in 3 contracts
Sources: Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.)
Cause. In addition to any other rights or remedies available to Company during “Cause” means, as determined in the Employment Term, in its sole discretion Company may terminate of the Board following written notice (the “Cause Notice”) of the condition(s) believed to constitute Cause, which notice shall briefly describe such condition(s), one or more of the following condition(s): (i) Executive’s employment for Cause failure to substantially perform Executive’s job duties (as defined in this Section) effective immediately upon delivery other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that occurrence of an event alleged by Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreementconstitute Good Reason); (ii) Executive’s failure to comply with all material applicable laws in performing Executive’s job duties or in directing the conduct of the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedbusiness; (iii) Executive’s conviction forcommission of any felony or intentionally fraudulent acts against the Company or the Parent, their affiliates, Executives, agents or entry of a plea of no contest customers; (iv) Executive’s participation in any activity that is directly competitive with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect intentionally injurious to the Company, the ability of Executive to provide the Services, Parent or any of their affiliates or which violates the other Company Parties terms of Executive’s Proprietary Information and Inventions Agreement (defined below); (iv) Executive’s material breach of the terms of Executive’s Proprietary Information and Inventions Agreement (as defined below); (ivv) Executive’s commission of any act or omission of Executive involving fraud, theftembezzlement or dishonesty against the Company, dishonesty, disloyaltythe Parent or any of their affiliates, or illegality with respect touse or intentional appropriation for Executive’s personal use or benefit of any funds or material properties of the Company, the Parent or that ▇▇▇▇▇ any of their affiliates not authorized by the Board to be so used or embarrasses appropriated; (vi) Executive’s breach of any material provision of this Agreement; and (vii) Executive’s gross negligence, insubordination or (in Company’s reasonable judgment) may harm or embarrass, material violation of any duty of loyalty to the Company or any other demonstrable material misconduct on the part of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company PartiesExecutive; provided, however, that with respect to clauses that, termination by the Company under subsections (i) and or (iivi) of this SectionSection 3.8(c), shall only be deemed for “Cause” pursuant to the foregoing definition if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation condition(s) within fifteen thirty (1530) days after receipt following delivery of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause Notice.
Appears in 3 contracts
Sources: Employment Agreement (One Stop Systems Inc), Employment Agreement (One Stop Systems Inc), Employment Agreement (One Stop Systems Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause (as defined in this Section) effective Agreement immediately upon delivery of written notice to the Executive if, after the Executive is given an opportunity to be heard by the Board and to present evidence on Executive's behalf, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any a formal determination is made by a majority of the following: directors on the Board and at least two-thirds of the Board's non-employee directors, that the Executive should be terminated for "Cause". Any one or more of the following events shall constitute "Cause":
(i) conviction of (or pleading nolo contendere to) a felony that is injurious to the business or reputation of the Company’s determination that Executive has materially neglected, failedthe Partnership, or refused to render the Services or perform any other material duties or obligations under this Agreement; their Affiliates;
(ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, engaging in intentional wrongdoing (including without limitation, violation theft, fraud, embezzlement, or willful misappropriation of the funds or property of the Company, the Partnership, or their Affiliates), or failure by Executive to substantially adhere to the Company work rules, policies regarding drugs and alcoholor procedures, that is injurious to the business or reputation of the Company, the Partnership, or their Affiliates, or breach of fiduciary duties for enrichment of the Executive;
(iii) illegal or prohibited treatment of or relations with any employee, agent or consultant of the Company, the Partnership, or their Affiliates or of any person with whom the Company, the Partnership, or their Affiliates have a business relationship, in the form of illegal or prohibited discrimination, harassment, retaliationabuse, honesty, confidentiality, and/or assault or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry actions of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); similar nature;
(iv) any act Executive has failed to perform substantially Executive's material duties as contemplated by Paragraph 2 above (other than such failure resulting from incapacity due to physical or omission mental illness), which, for avoidance of doubt, shall include Executive's insubordination to his or her direct or indirect reports or to the Board, after (i) a written demand for corrected performance is delivered to Executive involving fraudby the Board which identifies specifically the manners in which the Board believes Executive has not performed substantially Executive's material duties, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or and (ii) Executive's failure to cure such items identified in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or Board's letter within 30 days.
(v) any act or omission material breach of Executive constituting the knowing or intentional violation of applicable law with respect Executive's obligations under this Agreement including, but not limited to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any a breach of the other Company PartiesExecutive's obligations under Paragraph 7; provided, however, that with respect to clauses (i) and (ii) of this Section, if in the event such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, curable and Executive fails to cure or remedy such breach or violation is actually cured within fifteen ten (1510) days after receipt written notice detailing the nature and facts of such notice; provided furtherbreach is delivered to Executive, the breach shall not be considered "Cause" for Executive's termination.
(vi) engaging in actions or behavior that bring Executive into public hatred, disrepute, scorn, or ridicule, or shock, insult, or offend the Board community or public morals or decency, in each case resulting in injury to the business or reputation of the Company shall have or inhibiting the sole discretion ability of Executive to determine whether such a breach effectively represent publicly the Company, the Partnership, or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticetheir Affiliates.
Appears in 3 contracts
Sources: Retention Agreement (MPLX Lp), Retention Agreement (Marathon Petroleum Corp), Retention Agreement (MPLX Lp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any A termination for Cause shall mean discharge by the Company by reason of the following: (i1) CompanyThe Executive’s determination that Executive has materially neglected, failedconviction of, or refused a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to render perform the Services Executive’s obligations as an employee of the Company or under any employment agreement, non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (2) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (3) the Executive’s commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company; (4) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (5) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (6) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) days after requested by the Company; (7) the Executive’s continuing material failure or refusal to perform any other material the Executive’s duties or obligations under in accordance with the terms of this Agreement; (ii) Company’s determination provided, that discharge pursuant to this subsection shall constitute discharge for cause only if the Executive has otherwise materially violated any first received written notice from the President of the Company stating with specificity the nature of such failure or refusal and, if requested by the Executive within five (5) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; or (8) the Executive breaches a material provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 3 contracts
Sources: Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc)
Cause. In addition to any other rights or remedies available to The Company during the Employment Termmay, in its sole discretion Company may and absolute discretion, terminate Executive’s the employment for Cause (as defined in this Section) effective of Employee hereunder immediately upon delivery of written notice to ExecutiveEmployee, and Executive will not be entitled to any Severance Benefits. or at such later time as the Company may specify in such notice, for "Cause." As used hereinin this Agreement "Cause" includes, “Cause” means any of but is not limited to, the following: (i1) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other Employee's willful and material duties or obligations under breach of this Agreement; (ii2) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now Employee's gross negligence in effect or subsequently promulgated or revised; (iii) Executive’s conviction forthe performance, or entry of a plea of no contest with respect tointentional nonperformance, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties continuing for ten (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (1510) days after receipt of such noticewritten notice of need to cure) of any of Employee's material duties and responsibilities hereunder; provided further(3) Employee's willful dishonesty or fraud in the business or affairs of the Company; (4) Employee's conviction of a felony crime; (5) chronic alcohol or illegal drug abuse by Employee; (6) Employee's willful injury to any independent contractor, that employee or agent of the Company, or to any other person in the course of Employee's performance of services for the Company; (7) in the judgment of the Board of Directors, the Employee sexually harassing any employee, agent or contractor of the Company or committing any act which otherwise creates an offensive work environment for employees, agents or contractors of the Company; (8) Employee's misappropriation of Company funds; or (9) any such other conduct by Employee that, by a majority vote of the Board of Directors of the Company, the Board deems injurious to the Company, its officers or employees or its reputation, and inconsistent with Employee’s continued employment with the Company. The Company shall not be limited to termination as a remedy for any damaging, injurious, improper or illegal act by Employee, but may also seek damages, injunction, or such other remedy as the Company may deem appropriate under the circumstances. If Employee's employment is terminated for Cause, Employee agrees to vacate the Company's offices on or before the effective date of the termination and to return and deliver to the Company at such time all Company property. In the event of a termination for Cause, as enumerated above, Employee shall have the sole discretion no right to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeany severance compensation.
Appears in 3 contracts
Sources: Executive Employment Agreement (Ronco Brands, Inc.), Executive Employment Agreement (Ronco Brands, Inc.), Executive Employment Agreement (Ronco Brands, Inc.)
Cause. In addition The Trust shall have the right to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s 's employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in this Section) effective reasonable detail the basis upon which such termination is made), such employment to terminate immediately upon delivery of written such notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any unless otherwise specified by the Board of Trustees of the followingTrust if a majority of the Board of Trustees (other than Executive) determines that Executive: (i) Company’s determination that Executive has materially neglectedmisappropriated, failedstolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that has been convicted of a felony or entered a plea of "nolo contendre" which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust's (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days' prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has otherwise materially willfully violated or breached any provision of this Agreement, includingany material law or regulation or any written policy or code of business conduct or ethics of the Trust to the material detriment of the Trust or any affiliate of the Trust or its business. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without limitationreasonable belief that his action or omission was in the best interests of the Trust. Any act, violation or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of Company policies regarding drugs counsel for the Trust shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and alcoholin the best interests of the Trust. The cessation of employment of the Executive shall not be deemed to be 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 a majority of the membership of the Board (the Executive shall not be counted for the purpose of determining a majority of the membership of the Board if he is a Trustee at the time of such vote) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, discriminationtogether with counsel, harassmentto be heard before the Board), retaliationfinding that, honestyin the good faith opinion of the Board, confidentialitythe Executive was guilty of the conduct set forth in clause (i), and/or other employee misconduct(ii), whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailhereof, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that specifying the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 3 contracts
Sources: Employment Agreement (Falcon Financial Investment Trust), Employment Agreement (Falcon Financial Investment Trust), Employment Agreement (Falcon Financial Investment Trust)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance BenefitsCause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includingthe Company shall have “Cause” to terminate the Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), without limitationor the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of Company policies regarding drugs and alcoholfiduciary duty, discriminationdishonesty, harassmentmisappropriation or other act that causes material damage to the Company’s property or business, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felonycrime that, crime in the reasonable judgment of moral turpitudethe Board, or other crime that adversely affects or (in the Company’s reputation or the Executive’s ability to carry out the obligations of his employment, (v) failure to reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Board to the Executive and a reasonable judgment) may adversely affect Company, opportunity for the ability of Executive to provide the Servicescure such non-cooperation or, or any of the other Company Parties (as defined below); (ivvi) any act or omission in violation or disregard of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgment) may harm or embarrasspolicies, Company or any including but not limited to the harassment and discrimination policies and Standards of Conduct of the other Company Parties; then in effect, in such a manner as to cause significant loss, damage or (v) any act injury to the property, reputation or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any employees of the other Company Parties; providedCompany. In addition, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment shall be deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. 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 provides Executive with written notice specifying such breach shall be conclusively presumed to be done, or violationomitted to be done, in reasonable detail, good faith and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt in the best interests of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 3 contracts
Sources: Employment Agreement (FreightCar America, Inc.), Employment Agreement (FreightCar America, Inc.), Employment Agreement (FreightCar America, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission of Executive constituting acts or failure or failures to act that constitute the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or grounds on which the proposed termination for Cause is based and (in Company’s reasonable judgmentB) may harm or embarrass, Company or any to be given within 90 days of the other Company Parties; provided, however, Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within fifteen (15) 25 days after receipt of such notice; notice to Executive, provided furtherhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, that within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of Company the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 3 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition The Company shall have “Cause” to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate Term and the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: hereunder upon:
(i) the Executive’s failure to perform substantially his duties as an employee of the Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), which is not cured within 15 days after a written demand for performance is given to the Executive by the Board specifying in reasonable detail the manner in which the Executive has failed to perform substantially his duties as an employee of the Company;
(ii) the Executive’s failure to carry out, or comply with, in any material respect any lawful and reasonable directive of the Board consistent with the terms of this Agreement that, if capable of cure, is not cured by the Executive within 15 days after written notice given to the Executive describing such failure in reasonable detail;
(iii) the Executive’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or, to the extent involving fraud, dishonesty, theft, embezzlement or moral turpitude, any other crime;
(iv) the Executive’s violation of a material regulatory requirement relating to the business of the Company and its subsidiaries that, in the good faith judgment of the Board, is injurious to the Company in any material respect;
(v) the Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s determination that Executive has materially neglected, failed, premises or refused to render while performing the Services or perform any other material Executive’s duties or obligations and responsibilities under this Agreement; ;
(iivi) Companythe Executive’s determination that Executive has otherwise materially violated any provision breach of this AgreementAgreement in any material respect that, includingif capable of cure, without limitationis not cured by the Executive within 15 days after written notice given to the Executive describing such breach in reasonable detail; or
(vii) the Executive’s commission of an act of fraud, violation of Company policies regarding drugs and alcoholembezzlement, discriminationmisappropriation, harassment, retaliation, honesty, confidentiality, and/or other employee willful misconduct, whether now in effect gross negligence or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry breach of a plea of no contest fiduciary duty with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, to the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.its affiliates;
Appears in 3 contracts
Sources: Employment Agreement (Skilled Healthcare Group, Inc.), Employment Agreement (Skilled Healthcare Group, Inc.), Employment Agreement (Skilled Healthcare Group, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause “Cause”, effective as of the date of the Notice of Termination (as defined in this SectionSection 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) effective immediately upon delivery hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or more of the following duties to the Company which continues after written notice thereof and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) nor do they require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or Executive’s position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The Company may suspend Executive, and without pay, upon Executive’s indictment for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, at which time Executive will not shall be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to any Severance Benefits. As used herein, “Cause” means any payment by the Company of all Base Salary to which Executive would have otherwise been entitled to during the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt period of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticesuspension.
Appears in 3 contracts
Sources: Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company Employer may terminate Executive’s 's employment at any time for Cause (as defined hereinafter defined) based on objective factors determined in this Sectiongood faith by a majority of the Board (excluding and without the involvement of Executive). If applicable, Employer shall provide Executive a Notice of Intent to Terminate specifying the reasons for such termination upon the failure of the Executive to cure such reasons within thirty (30) effective immediately upon delivery days after the giving the Notice of written notice Intent to Executive, Terminate. In the event that termination is for any reasons other than described in subsections (iii) and Executive will (iv) below and the Board in good faith determines that the underlying reasons giving rise to such termination cannot be entitled to any Severance Benefits. As used hereincured, “Cause” means any then the thirty (30) day period shall not apply and Employer shall provide Executive with a Notice of Termination and Executive's employment shall terminate on the date of the following: Notice of Termination. For purposes of this Agreement, "Cause" shall mean (i) Company’s determination that Executive has materially neglectedExecutive's conviction of, failedguilty or no contest plea to, or refused to render the Services confession of guilt of, a felony or perform any other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment by the Employer that constitutes fraud, criminal misconduct, breach of the fiduciary duty of loyalty, gross negligence, malfeasance or willful misconduct; (iii) a material duties or obligations under breach by Executive of any provision(s) of this Agreement; (iiiv) Company’s determination that a continued failure to perform such duties as are reasonably assigned to Executive has otherwise materially violated any provision of by Employer in accordance with this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthan a failure resulting from a Disability; (iiiv) Executive’s conviction for, or entry 's knowingly taking any action of a plea material nature on behalf of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, Employer or any of its affiliates without appropriate authority to take such action, where such action is or would reasonably be expected to be materially adverse to the other Company Parties (as defined below)Employer; (ivvi) Executive's knowingly taking any act or omission action in material conflict of Executive involving fraud, theft, dishonesty, disloyalty, or illegality interest with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company Employer or any of its affiliates given Executive's position with Employer; and/or (vii) the other Company Parties; or (v) any commission of a material act or omission of personal dishonesty in connection with Employer by Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeinvolves personal profit.
Appears in 3 contracts
Sources: Employment Agreement (Local Matters Inc.), Employment Agreement (Local Matters Inc.), Employment Agreement (Local Matters Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately Immediately upon delivery of written notice by the Company to Executive, and the Executive will not be entitled to any Severance Benefitsof a termination for Cause. As used herein, “Cause” means any of shall mean the following: Executive’s (i) Company’s determination that Executive has materially neglected, failed, or refused continued failure to render follow the Services or perform any other material duties or obligations under this Agreementlawful and reasonable directives of the Board after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) Companywillful misconduct or gross negligence in the performance of the Executive’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedduties; (iii) Executive’s conviction forof, or entry pleading of a plea of no contest with respect guilty or nolo contendere to, any a non-vehicular felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission material violation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, a material written Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or Parent policy that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company or Parent after receipt written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a result of such noticeact or involvement, reduces the commercial value of Company's or Parent’s association with Executive; provided further(ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company or Parent and that is not cured within fifteen (15) days of written notice from the Board (a “Material Covenant Violation”). For purposes of this Section 7(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’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 the board of directors of the Company or (B) the advice of counsel for the Company or Parent shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the sole discretion Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to determine whether such a breach the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in one or violation is subject to curemore of clauses (i) through (x) of the preceding paragraph, and if so, whether specifying the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 3 contracts
Sources: Employment Agreement (Trinseo S.A.), Employment Agreement (Trinseo S.A.), Employment Agreement (Trinseo S.A.)
Cause. In addition to any other rights The occurrence of one or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any more of the following: :
(ia) CompanyThe willful failure by the Executive to substantially perform the Executive’s determination that duties hereunder (other than a failure resulting from the Executive’s incapacity because of death or disability), after notice from the Company or an Affiliate, and a failure to cure such violation within twenty (20) days of said notice;
(b) The willful engaging by the Executive has materially neglectedin misconduct injurious to the Company or an Affiliate;
(c) Dishonesty, failedinsubordination or gross negligence of the Executive in the performance of the Executive’s duties;
(d) The Executive’s breach of fiduciary duty involving personal profit;
(e) Conduct on the part of the Executive which brings public discredit to the Company or an Affiliate and, or refused if the effect may be cured, a failure to render cure within twenty (20) days of the Services or perform any other material duties or obligations under this Agreement; date notice of such conduct is delivered to the Executive;
(iif) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) The Executive’s conviction for, of or entry plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea of no contest with respect to, any felonybargain), crime of falsehood or a crime involving moral turpitude, or other crime that adversely affects the actual incarceration of the Executive for a period of twenty (20) consecutive days or more;
(in g) The Executive’s theft or abuse of the Company’s reasonable judgmentor any Affiliate’s property or the property of the Company’s or any Affiliate’s customers, employees, contractors, vendors or business associates;
(h) The direction or recommendation of a state or federal bank regulatory authority to remove the Executive from the Executive’s position(s) with the Company or an Affiliate;
(i) The Executive’s willful failure to follow the good faith lawful instructions of the Board (or the board of directors of an Affiliate) with regard to its operations, after written notice and, if the event may adversely affect Companybe cured, a failure to cure such violation within twenty (20) days of the ability date said notice is delivered to the Executive;
(j) Material breach of any contract or agreement that the Executive entered with the Company or an Affiliate, including a breach of any of the obligations described in Article 4 and, if the breach may be cured, a failure to provide cure such breach within twenty (20) days of the Servicesdate notice of such conduct is delivered to the Executive;
(k) Unauthorized disclosure of the trade secrets or Confidential Information of the Company or an Affiliate, or any of the other Company Parties its affiliates, trade partners or vendors; and
(as defined below); (ivl) Any intentional cooperation with any act or omission party attempting to effect a Change of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses Control unless (i) and the Board has approved or ratified that action before the Change of Control or (ii) that cooperation is required by law. However, Cause will not arise solely because the Executive is absent from active employment during periods of this Sectionvacation, consistent with the Company’s or any Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and approved by the Company or such Affiliate. Also, if, after the Executive terminates employment, the Company learns that the Executive has actively concealed conduct or an event that, if such breach or violation is susceptible discovered before employment terminated, would have constituted “Cause,” the provisions of Section 3.3 will be applied retroactively to cure, the date the Executive terminated employment and the Company may not terminate recover any and all amounts paid to the Executive (or to the Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15Beneficiary) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeunder this Agreement.
Appears in 3 contracts
Sources: Supplemental Executive Retirement Plan Agreement (Sb Financial Group, Inc.), Supplemental Executive Retirement Plan Agreement (Sb Financial Group, Inc.), Supplemental Executive Retirement Plan Agreement (Sb Financial Group, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) CompanyEmployee’s determination that Executive has materially neglectedcommission of an act of fraud, failedembezzlement or dishonesty, or refused the commission of some other illegal act by Employee, that could reasonably be expected to render have an adverse impact on the Services Company or perform any other material duties successor or obligations under this Agreement; affiliate (ii) Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof (or international equivalent); (iii) any intentional, unauthorized use or disclosure by Employee of Confidential Information or trade secrets of the Company or any successor or affiliate; (iv) Employee’s gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on Employee’s part in connection with the performance of Employee’s duties for the Company; (v) Employee’s determination that Executive has otherwise materially violated ongoing and repeated failure or refusal to perform or neglect of Employee’s duties as required by this Agreement or Employee’s ongoing and repeated failure or refusal to comply with the instructions given to Employee by the CFO or the Company, which failure, refusal or neglect continues for fifteen (15) days following Employee’s receipt of written notice from the CFO or the Company stating with specificity the nature of such failure, refusal or neglect; or (vi) Employee’s material breach of any material Company policy or any material provision of this Agreement, including, without limitation, violation which breach is not cured (if capable of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiibeing cured) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after following Employee’s receipt of written notice from the CFO or the Company stating with specificity the nature of such notice; provided furthermaterial breach. The determination of whether Employee’s termination of employment is for Cause or without Cause will be made by the CFO or the Company, that the Board of Company shall have the in its sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.exercised in good faith. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Employment Agreement 7
Appears in 3 contracts
Sources: Employment Agreement (Focus Impact BH3 NewCo, Inc.), Employment Agreement (Focus Impact BH3 Acquisition Co), Employment Agreement (XCF Global Capital, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has materially neglected, failed, or refused to render the Services or perform any other material not substantially performed his duties or obligations under this Agreement; and Executive has not taken corrective action within thirty (30) days of such written demand;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”;
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 3 contracts
Sources: Employment Agreement (Atmel Corp), Employment Agreement (Atmel Corp), Employment Agreement (Atmel Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment after the Effective Date for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of only if the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now conditions set forth in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses paragraphs (i) and (ii) have been met and the Company otherwise complies with this Agreement:
(i) (A) the Executive has committed any act of fraud, embezzlement or theft in connection with the Executive’s duties as an executive or in the course of employment with the Company and/or its subsidiaries; (B) the Executive has willfully and continually failed to perform substantially the Executive’s duties with the Company or any of its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness or injury, regardless of whether such illness or injury is job-related) for an appropriate period, which shall not be less than 30 days, after the Chief Executive Officer of the Company (or, if the Executive is then Chief Executive Officer, the Board) has delivered a written demand for performance to the Executive that specifically identifies the manner in which the Chief Executive Officer (or the Board, as the case may be) believes the Executive has not substantially performed the Executive’s duties; (C) the Executive has willfully engaged in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; (D) the Executive has willfully and wrongfully disclosed any Trade Secrets or Confidential Information of the Company or any of its Affiliates; or (E) the Executive has engaged in any Competitive Activity; and in any such case the act or omission shall have been determined by the Board to have been materially harmful to the Company and its subsidiaries taken as a whole. For purposes of this Sectionprovision, if (1) no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and (2) any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
(A) The Company terminates the Executive’s employment by delivering a Notice of Termination to the Executive, (B) prior to the time the Company has terminated the Executive’s employment pursuant to a Notice of Termination, the Board, by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board, has adopted a resolution finding that the Executive was guilty of conduct set forth in this definition of Cause, and specifying the particulars thereof in detail, at a meeting of the Board called and held for the purpose of considering such breach or violation termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) and (C) the Company delivers a copy of such resolution to the Executive with the Notice of Termination at the time the Executive’s employment is susceptible to cureterminated. In the event of a dispute regarding whether the Executive’s employment has been terminated for Cause, no claim by the Company may not terminate that the Company has terminated the Executive’s employment for Cause in accordance with this Agreement shall be given effect unless the Company provides Executive with written notice specifying such breach or violation, in reasonable detail, establishes by clear and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, convincing evidence that the Board Company has complied with the requirements of Company shall have this Agreement to terminate the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeExecutive’s employment for Cause.
Appears in 3 contracts
Sources: Key Executive Employment and Severance Agreement (Oshkosh Corp), Executive Employment and Severance Agreement (Oshkosh Corp), Executive Employment and Severance Agreement (Oshkosh Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate ExecutiveEmployee’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any of For the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision purposes of this Agreement, includingthe Company shall have Cause to terminate Employee’s employment hereunder upon:
(A) The willful and continued failure by Employee to perform their Duties and Responsibilities with the Company (other than any such failure resulting from incapacity due to physical or mental illness), without limitationhowever, violation the Company may terminate Employee pursuant to this clause (A) only if Employee fails to cure any alleged failure after having had a reasonable opportunity to do so, which reasonable opportunity shall not be less than thirty (60) days after receiving such written notice which specifically identifies the manner in which the Company believes that they have not substantially performed their duties;
(B) Employee’s breach of any obligations under this Agreement or any other agreement with Company policies regarding (or any subsidiary thereof); it being agreed that any breach of Section 4 or Section 6 by Employee shall be deemed a material breach;
(C) Any breach of Employee’s duty of loyalty or fiduciary duties to Company or any subsidiary thereof;
(D) Use of alcohol or other drugs in a manner which affects the performance of Employee’s duties, responsibilities and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect obligations to Company or subsequently promulgated or revised; any subsidiary thereof;
(iiiE) Executive’s conviction forConviction of Employee, or entry of a plea of no contest with respect tonolo contendere for a felony or of any crime involving theft, any felonymisrepresentation, crime of fraud, or moral turpitude;
(F) Commission by Employee of any other willful or intentional act which could reasonably be expected to injure the reputation, business or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability business relationships of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any subsidiary thereof and/or Employee;
(G) The existence of the other Company Parties; any court order or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law settlement agreement prohibiting Employee’s continued employment with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiessubsidiary thereof; provided, however, that with respect to clauses or
(iH) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, Engaging by Employee in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticegross misconduct.
Appears in 3 contracts
Sources: Employment Agreement (Geospace Technologies Corp), Employment Agreement (Geospace Technologies Corp), Employment Agreement (Geospace Technologies Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to ExecutiveThe Asset Manager shall be removed, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: this Agreement shall terminate immediately:
(i) Company’s determination that Executive has materially neglectedif the Asset Manager is wound up or dissolved or there is appointed over it or a substantial part of its assets a receiver, failedadministrator, administrative receiver, trustee or similar officer; or the Asset Manager (A) ceases to be able to, or refused admits in writing its inability to, pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into any composition or arrangement with, its creditors generally; (B) applies for or consents (by admission of material allegations of a petition or otherwise) to render the Services appointment of a receiver, trustee, assignee, custodian, liquidator or perform sequestrator (or other similar official) of the Asset Manager or of any other substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Asset Manager and continue undismissed for 60 days or any such appointment is ordered by a court or regulatory body having jurisdiction; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material duties allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency or dissolution, or authorizes such application or consent, or proceedings to such end are instituted against the Asset Manager without such authorization, application or consent and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency or the issuance of an order for such relief; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order (if promptly contested in good faith) remains undismissed for 60 days,
(ii) upon the occurrence of an act by the Asset Manager that constitutes fraud or criminal activity in the performance of its obligations under this Agreement; Agreement or the Asset Manager being indicted for a criminal offense materially related to the Asset Manager’s primary business,
(iiiii) Company’s determination that Executive has otherwise materially violated upon any willful violation by the Asset Manager in any respect of any provision of this AgreementAgreement applicable to it, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); or
(iv) any act or omission if the Asset Manager has committed a material breach of Executive involving fraud, theft, dishonesty, disloyaltyits obligations under this Agreement which is not cured within 30 days of such breach, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any is of the other Company Parties; or (v) any act or omission type of Executive constituting the knowing or intentional violation material breach which is incapable of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebeing cured.
Appears in 3 contracts
Sources: Asset Management Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.), Asset Management Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.), Asset Management Agreement (TIAA-CREF U.S. Real Estate Fund I, L.P.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means the termination of Executive’s employment by the Corporation prior to the expiration of the Term or any renewal term as a result of a finding by the Board (excluding Executive if Executive is a Board member) that any of the followingfollowing have occurred: (i) Company’s determination that Executive has materially neglected, failedengaged in or directed others to engage in an act or omission, or refused series of actions or omissions, deemed to render the Services be fraudulent, dishonest or perform any other unlawful; (ii) Executive committed a knowing and material duties or obligations under breach of this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive knowingly violated or directed others to violate one or more material corporate policies and/or procedures except when such violation or direction is consistent with the exercise of reasonable business judgment within Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)discretion; (iv) any act Executive knowingly violated or omission directed others to violate the Corporation’s Standards of Conduct or the Corporation’s, Bank’s or an Affiliate’s policies prohibiting discrimination, harassment and/or retaliation; (v) Executive involving fraud, theft, dishonesty, disloyaltyengaged in, or illegality with respect todirected others to engage in a criminal act (other than a minor traffic offense) or other willful misconduct determined to be substantially detrimental to the best interests of the Corporation, the Bank or an Affiliate; (vi) Executive breached a fiduciary duty owed to the Corporation, the Bank or an Affiliate; (vii) Executive is willfully insubordinate in failing to follow the directions of the Board, the President, or a Chief Executive Officer; (viii) Executive grossly neglected the performance of Executive’s duties, or failed to perform assigned duties, and such failure was not cured within twenty-one (21) days after the Board or executive management provided written notice of the issue; (ix) Executive has demonstrated incompetence; or (x) Executive knowingly engaged in, or directed others to engage in conduct that resulted in, or that ▇▇▇▇▇ is reasonably likely to result in material harm to the Corporation, the Bank or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Sectionan Affiliate, if such breach conduct became or violation is susceptible were to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach become known to a regulatory or violation, in reasonable detail, and Executive fails to cure government agency or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticepublic.
Appears in 3 contracts
Sources: Employment Agreement (First Community Bankshares Inc /Va/), Employment Agreement (First Community Bankshares Inc /Va/), Employment Agreement (First Community Bankshares Inc /Va/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s 's employment under this Agreement for Cause "Cause" (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefitshereinafter defined). As used herein, “"Cause” means any of the following" shall mean: (iA) Company’s determination that Executive has materially neglectedcommitting or participation in an injurious act of fraud, failedgross neglect, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee wilful misconduct, whether now in effect recklessness, embezzlement or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, dishonesty against the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates; (B) engaging in a criminal enterprise involving moral turpitude; (C) conviction of an act or acts (1) constituting a felony under the other laws of the United States or any state thereof, or (2) if applicable, loss of any state or federal license required for the Executive to perform the Executive's material duties or responsibilities for the Company; provided however that this Section 6.4(C)(2) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive's control; (D) habitual neglect of duty, gross incompetence, or wilful disobedience of the reasonable and lawful orders of the Board of Directors or the Company Partieswhich are not inconsistent with the provisions of this Agreement or the Executive's duties and authority as provided in this Agreement; or (vE) any act breach of or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or failure to observe any of the other Company Parties; material terms or conditions of this Agreement. In the event that the event constituting "Cause" is a criminal offense which the Executive contests by appropriate pleas and proceedings, then at the Company's option the Executive may be suspended from his office (and his compensation shall continue to be paid to him during the period of such suspension). If the Executive is acquitted or the charges against him are withdrawn, then the Executive shall be restored to office. Upon any disposition of the Executive's case that is not an acquittal or withdrawal of charges, the Executive shall be deemed terminated for Cause as of the date of the crime, all compensation paid to him from the date of his suspension shall be forfeited and refunded by the Executive to the Company, provided, however, that with respect to clauses (i) the Executive's implementation in good faith of decisions made by the Board of Directors or the Company shall not constitute "Cause," and (ii) of this Sectionif an event constituting "Cause" under Sections (A) (with respect to gross neglect only), if such breach (D) or violation (E) is susceptible to curecurable, Company may not terminate Executive’s employment for Cause unless Company provides then the Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall have the opportunity to cure or remedy such breach or violation the same within fifteen (15) 30 days after receipt of such notice; provided further, written notice from the Company setting forth the conduct committed in reasonable detail and that the Board of Company shall have the sole discretion intends to determine whether such a breach or violation is subject to cure, and if so, whether terminate the Executive successfully effected a cure following noticefor "Cause" if the breach is not timely cured.
Appears in 3 contracts
Sources: Employment Agreement (Silver State Vending Corp), Employment Agreement (Silver State Vending Corp), Employment Agreement (Silver State Vending Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company ANLBC may terminate Executive’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” “Cause” means any shall mean (a) Executive’s breach of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused failure to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated observe any provision or term of this AgreementAgreement in any material respect, including, without limitation, violation any material breach of Company MLB Rules and Regulations or ANLBC’s or its parent company’s policies regarding drugs or standards of business conduct, provided that if such breach or performance issue is curable, Executive had received written notice and alcoholten (10) business days to cure such breach or performance issue, discriminationand that Executive failed, harassmentin ANLBC’s sole and reasonable discretion, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedto cure such breach; (iiib) in ANLBC’s sole and reasonable discretion, Executive’s engaging in misconduct that is reasonably likely to cause material damage to the business or reputation of ANLBC, any affiliate of ANLBC, or any personnel thereof; (c) Executive’s conviction forengaging in any gross negligence, or entry gross misconduct in connection with the performance of a his duties hereunder, which, in ANLBC’s sole and reasonable discretion and judgment, is, or is likely to be, injurious to ANLBC, its financial condition, or its reputation; (d) Executive’s engaging in improper or unethical business activity, in ANLBC’s sole and reasonable discretion, including, but not limited to, fraud, misappropriation, embezzlement, dishonesty, harassment or discrimination in violation of ANLBC policies, willful or negligent destruction of ANLBC property; (e) material breach of any statutory or common law duty of loyalty to ANLBC; or (f) Executive’s charge with, conviction of or plea of guilty or nolo contendere or no contest with respect to: (A) any felony or any misdemeanor involving fraud, any felonydishonesty, crime of moral turpitude, or other a breach of trust (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime that adversely affects or lesser offense is connected with the business of ANLBC, or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (ivB) any act or omission crime connected with the business of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeANLBC.
Appears in 3 contracts
Sources: Restated Employment Agreement (Atlanta Braves Holdings, Inc.), Restated Employment Agreement (Atlanta Braves Holdings, Inc.), Restated Employment Agreement (Atlanta Braves Holdings, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause (as defined in at any time, with Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means shall mean the occurrence of any of the following: (i) CompanyExecutive’s determination failure (except where due to a disability contemplated by subsection (b) hereof), neglect or refusal to perform the duties required under this Agreement, (ii) any breach of this Agreement by Executive (or any grossly negligent, willful or intentional act of Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance of, or intentional, material nonperformance of, any of Executive’s material duties and responsibilities hereunder which continues for ten (10) days after receipt of written notice of need to cure; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) Executive’s indictment of, conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; (vii) the commission by Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors 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 pursuant to clause (i), (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement), including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this SectionSection 7(c) unless Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, if which notice shall specifically set forth the nature of such breach or violation is susceptible to cureactivity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, Company may not terminate the termination of Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall be pursuant to cure or remedy such breach or violation within fifteen (15) days after receipt the action of such notice; provided further, that the Board of Company Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall have the sole discretion not be entitled to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeany severance compensation.
Appears in 3 contracts
Sources: Employment Agreement (Sotherly Hotels Lp), Employment Agreement (Sotherly Hotels Lp), Employment Agreement (Sotherly Hotels Lp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executivethe Employee’s Employment for Cause at any time upon written notice to Employee.
(i) For purposes of the Agreement, the Company shall have “Cause” to terminate the Employee’s Employment hereunder pursuant to Employee’s:
(1) any material breach of this Agreement or of any other written agreement between Employee and the Company, if such breach causes material harm to the Company or to any of its affiliates or reasonably threatens to cause such harm;
(2) any material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment, if such failure causes material harm to the Company or to any of its affiliates and to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to the Employee by the Company;
(3) any commission, conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State;
(4) any willful, intentional or grossly negligent act having the effect of materially injuring (whether financially or otherwise) the business or reputation of the Company or of any of its affiliates, which to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to the Employee by the Company; or
(5) any willful misconduct with respect to any of Employee’s material duties or obligations under the Agreement or applicable law or regulation, which, to the extent it is deemed curable is not cured within 10 days after written notice thereof is given to the Employee by the Company.
(ii) A purported termination of Employee’s employment for Cause (as defined in this Section) shall not be effective immediately upon delivery of unless the Company provides written notice to ExecutiveEmployee of the facts alleged by the Company to constitute Cause and such notice is delivered to Employee no more than 90 days after the Company has actual knowledge of such facts.
(iii) In the event that the Company terminates the Employee’s Employment for Cause, the Employee shall receive the Base Salary through the Date of Termination, and Executive will any other amount and/or entitlement owed to the Employee pursuant to applicable law upon such termination, as well as reimbursement for approved but unpaid business expenses through the Date of Termination. The Employee shall not be entitled to any Severance Benefits. As used hereincompensation, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, benefits or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, amounts from the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of otherwise upon such termination, notwithstanding anything to the other Company Parties; contrary contained in the Agreement or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeotherwise.
Appears in 3 contracts
Sources: Employment Agreement (Gamida Cell Ltd.), Employment Agreement (Gamida Cell Ltd.), Employment Agreement (Gamida Cell Ltd.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause Cause. For purposes of this Agreement (except as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinset forth below), “Cause” means any of shall mean that the following: Board, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) Company’s determination that Executive has materially neglected, failed, engaged in or refused to render the Services or perform any other material duties or obligations under this Agreementcommitted willful misconduct; (ii) Company’s determination that Executive has otherwise materially violated any provision engaged in or committed theft, fraud or other conduct constituting a felony (other than traffic related offenses or as a result of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedvicarious liability); (iii) Executive’s conviction for, refused or entry of demonstrated an unwillingness to substantially perform his duties for a plea of no contest with respect to, any felony, crime of moral turpitude, 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties for the Company or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)Apria Healthcare; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company, Apria Healthcare or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or omission business of Executive involving fraud, theft, dishonesty, disloyalty, the Company or illegality with respect to, Apria Healthcare; (vi) willfully violated his fiduciary duty or that ▇▇▇▇▇ his duty of loyalty to the Company or embarrasses Apria Healthcare or (in the Company’s reasonable judgmentCode of Ethical Business Conduct in any material respect; (vii) may harm used alcohol or embarrass, drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company or any of the other Company PartiesApria Healthcare; or (vviii) engaged in or committed any act other material breach of this Agreement or omission of the Letter Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any has materially breached this Agreement. For purposes of the other Company Parties; provided, however, that with respect to above clauses (i), (v) and (iivi) of this SectionSection 3(d), if such breach no act, or violation is susceptible failure to cureact, Company may not terminate on the Executive’s employment for Cause part shall be considered willful unless Company provides Executive with written notice specifying such breach done or violationomitted to be done, by him not in good faith or without reasonable detail, and Executive fails to cure belief that his action or remedy such breach or violation within fifteen (15) days after receipt omission was in the best interest of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 3 contracts
Sources: Executive Employment Agreement (Apria, Inc.), Executive Employment Agreement (Apria, Inc.), Executive Employment Agreement (Apria Healthcare Group Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission of Executive constituting acts or failure or failures to act that constitute the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or grounds on which the proposed termination for Cause is based and (in Company’s reasonable judgmentB) may harm or embarrass, Company or any to be given within 90 days of the other Company Parties; provided, however, Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided furtherconduct, that Executive shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition The Company has the right to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate ExecutiveEmployee’s employment by the Company and this Agreement for Cause (as defined in this Section) effective immediately cause upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s (A) the convinction of Employee with respect to a felony or (B) a reasonable, good faith determination by the Board that Executive Employee has materially neglectedcommitted a crime involving theft, failedfraud, or refused to render dishonesty that has a detrimental impact on the Services or perform any other material duties or obligations under this AgreementCompany; (ii) Employee’s continued failure to perform employment duties reasonably requested by the Company (except as a result of sickness, illness or injury); provided that the Company first notifies Employee in writing describing in reasonable detail the reasons for such non-performance and Employee has not fully cured such non-performance within thirty (30) days following the date of the Company’s determination notice; provided further however, that Executive if (w) the Company reasonably determines that providing such opportunity to cure to the Employee is reasonably likely to have a material adverse effect on its business, financial condition, results of operations, prospects or assets, (x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has otherwise materially violated previously delivered a notice under this clause (ii); in any provision of this Agreementcase (w), including(x) or (y), the Company may terminate without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedproviding an opportunity to cure); (iii) ExecutiveEmployee’s conviction for, or entry material violation of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in the Company’s reasonable judgment) may adversely affect Companywritten policies regarding ethics, the ability of Executive to provide the Servicesanti-discrimination, or any of the other Company Parties (as defined below)equal employment opportunity, and sexual harassment; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Employee’s possession on the Company’s reasonable judgmentpremises of any prohibited drug or substance that would amount to a criminal offense; (v) may harm willful misconduct or embarrass, Company or any grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected adversely on his public reputation as to prejudice the interest of the other Company Partiesif he were to continue to be retained as one of its employees; or (vvii) any act Employee’s breach of Sections 3, 4 or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) 5 of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeAgreement.
Appears in 2 contracts
Sources: Employment Agreement (Performance Health Holdings Corp.), Employment Agreement (Performance Health Holdings Corp.)
Cause. In addition The Company shall be entitled to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in “Cause.” For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of shall mean that the followingExecutive: (i) Companypleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s determination that Executive has materially neglected, failed, fraud or refused to render the Services or perform any other material duties or obligations under this Agreementdishonesty; (ii) in carrying out her duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of her duties hereunder, (vi) harasses or discriminates against the Company’s determination that Executive has otherwise materially violated any provision of this Agreementemployees, includingcustomers, without limitation, or vendors in violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedwith respect to such conduct; (iiivii) Executive’s conviction for, or entry engages in any conduct that is reasonably likely to cause harm to the reputation of the Company; (viii) makes a plea material disclosure as defined by Section 10(a)or (ix) materially breaches any term of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, this Agreement. In the ability of Executive to provide the Services, or event any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (occurrences in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate her employment, such notice; (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation be given within fifteen sixty (1560) days after receipt the Board knew of such notice; provided furtheracts or failures to act. In the event such notice is timely given by the Company, the Executive shall have thirty (30) days after the date that the Board notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of Company shall have doubt, any of the sole discretion occurrences constituting Cause set forth in clauses (i), (ii) and (v) above cannot be cured. No act or failure to determine whether such a breach act on Executive’s part will be considered “willful” unless done, or violation is subject omitted to cure, be done by Executive not in good faith and if so, whether without reasonable belief that her action or omission was in the Executive successfully effected a cure following noticebest interests of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Empire Resorts Inc), Employment Agreement (Empire Resorts Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has materially neglected, failed, or refused not substantially performed his duties and provides Executive with thirty (30) days to render the Services or perform any other material duties or obligations under this Agreement; take corrective action;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause” or
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 2 contracts
Sources: Employment Agreement (3com Corp), Employment Agreement (3com Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of Upon written notice from the Bank to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinfor “cause.” For purposes of this Agreement, “Causecause” means any of the following: shall be (i) Company’s determination that a willful and continued failure by Executive has materially neglected, failed, to perform his duties as provided in Section 1 above (other than due to disability); or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) a breach by Executive of his duties of loyalty, care or good faith to the Bank or the Company’s determination that ; or (iii) a willful violation by Executive has otherwise materially violated of any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect ; or subsequently promulgated (iv) a conviction or revised; (iii) Executive’s conviction for, or entry the entering of a plea of no contest with respect to, nolo contendere or similar plea by Executive for any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, felony or any of the other Company Parties (as defined below); (iv) any act or omission of Executive crime involving fraud, theft, dishonesty, disloyalty, dishonesty or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any a breach of the other Company Partiestrust; or (v) a breach of the Bank’s Code of Ethics or other policies, or (vi) commission by Executive of a willful or negligent act which causes material harm to the Bank or the Company; or (vii) habitual absenteeism, alcoholism or other form of drug or other addiction; or (viii) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, laws or regulations such that ▇▇▇▇▇ Executive ceases to be eligible to serve as an executive officer of a depository institution or embarrasses a depository institution holding company; or (in ix) Executive becomes ineligible to be bonded at costs consistent with the Bank’s and/or the Company’s other senior officers; or (x) a claim is made against Executive that interferes with the performance of his duties hereunder. In addition, if Executive shall terminate his employment for a breach or an alleged breach of this Agreement by the Bank and/or the Company in accordance with Section 4(e), and it is ultimately determined that no reasonable judgment) may harm or embarrass, Company or any basis existed for Executive’s termination on account of the other Company Parties; providedalleged default of the Bank and/or the Company, however, that with respect such event shall be deemed to clauses (i) and (ii) be for “cause” pursuant hereto. Any notice of this Section, if such breach or violation is susceptible to cure, Company may not terminate termination of Executive’s employment with the Bank for Cause unless Company provides Executive with written notice specifying such breach or violationcause shall set forth, in reasonable detail, the facts and Executive fails circumstances claimed to cure or remedy such breach or violation within fifteen (15) days after receipt provide the basis for termination of such noticehis employment under the provisions contained herein; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.or
Appears in 2 contracts
Sources: Executive Employment Agreement (Altrust Financial Services Inc), Executive Employment Agreement (Altrust Financial Services Inc)
Cause. In addition to any other rights or remedies available to The Company during the Employment Termmay, in its sole discretion Company may and absolute discretion, terminate Executive’s the employment for Cause (as defined in this Section) effective of Employee hereunder immediately upon after delivery of written notice to ExecutiveEmployee, and Executive will not be entitled to any Severance Benefits. or at such later time as the Company may specify in such notice, for "Cause." As used hereinin this Agreement "Cause" includes, “Cause” means any of but is not limited to, the following: (i1) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other Employee's willful and material duties or obligations under breach of this Agreement; (ii2) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now Employee's gross negligence in effect or subsequently promulgated or revised; (iii) Executive’s conviction forthe performance, or entry of a plea of no contest with respect tointentional nonperformance, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties continuing for ten (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (1510) days after receipt of such noticewritten notice of need to cure) of any of Employee's material duties and responsibilities hereunder; provided further(3) Employee's willful dishonesty or fraud, that whether or not with respect to the Board business or affairs of the Company, which affects the operations, property or reputation of the Company; (4) Employee's conviction of a felony crime; (5) chronic alcohol or illegal drug abuse by Employee; (6) Employee's willful injury to any independent contractor, employee or agent of the Company, or to any other person in the course of Employee's performance of services for the Company; or (7) If Employee sexually harasses any employee, agent or contractor of the Company or commits any act which otherwise creates an offensive work environment for employees, agents or contractors of the Company. The Company shall not be limited to termination as a remedy for any damaging, injurious, improper or illegal act by Employee, but may also seek damages, injunction, or such other remedy as the Company may deem appropriate under the circumstances. If Employee's employment is terminated for Cause, Employee agrees to vacate the Company's offices on or before the effective date of the termination and to return and deliver to the Company at such time all Company property. In the event of a termination for Cause, as enumerated above, Employee shall have the sole discretion no right to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeany severance compensation.
Appears in 2 contracts
Sources: Executive Employment Agreement (Nimbus Group Inc), Executive Employment Agreement (Take to Auction Com Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any shall mean that one or more of the followingfollowing has occurred: (i) Company’s determination that the Executive has materially neglected, failed, is convicted of a felony or refused pleads guilty or nolo contendere to render a felony (whether or not with respect to the Services Company or perform any other material duties or obligations under this Agreementof its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by the President and Chief Executive Officer or any member of the Board identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Executive to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iv) the Executive engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach by the Executive of any of the policies or procedures of the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without any limitation, any employee manual, handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company identifying the violation of Company policies regarding drugs or breach in reasonable detail and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect granting the Executive an opportunity to cure such violation or subsequently promulgated or revisedbreach within such 10 day period; (iiivi) the Executive fails to meet any material obligation the Executive may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Executive’s conviction for, or entry receipt of a plea of no contest with respect to, written notice given by any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any member of the other Company Parties (as defined below)identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (ivvii) the Executive’s failure to maintain any act applicable license, permit or omission card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of Executive involving fraudsuch license, theft, dishonesty, disloyalty, permit or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiescard); or (vviii) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach of any non-compete, non-solicit, confidentiality or violation, in reasonable detail, and Executive fails other restrictive covenant to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether which the Executive successfully effected a cure following noticemay be subject, pursuant to an employment agreement or otherwise.
Appears in 2 contracts
Sources: Employment Agreement (Hycroft Mining Holding Corp), Employment Agreement (Hycroft Mining Holding Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may at any time by written notice to the Executive terminate Executive’s employment the Agreement for Cause “Cause” (as defined in below) and, upon such termination, this Section) effective immediately upon delivery of written notice to Executive, Agreement shall terminate and the Executive will not shall be entitled to receive no further amounts or benefits hereunder, except for any Severance BenefitsBase Salary earned but not paid prior to such termination and any other amounts required to be paid under applicable law. As used hereinFor the purposes of this Agreement, “Cause” means any of the followingmeans: (i) Companycontinued neglect by the Executive of the Executive’s determination that Executive has materially neglectedduties hereunder, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) continued incompetence or unsatisfactory attendance, (iii) conviction of, or plea of nolo contendere to, any felony, (iv) violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the performance of any material portion of the Executive’s determination that Executive has otherwise materially violated duties hereunder, (vi) breach of fiduciary obligation owed to the Company or commission of any act of fraud, embezzlement, disloyalty or defalcation, or usurpation of a Company opportunity, (vii) breach of any provision of this Agreement, includingincluding any non-competition, without limitationnon-solicitation and/or confidentiality provisions hereof, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (ivviii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or omission of Executive involving fraudrule that constitutes material insubordination, theft, dishonesty, disloyalty(x) engaging in any discriminatory or sexually harassing behavior, or illegality with respect to(xi) using, possessing or that ▇▇▇▇▇ being impaired by or embarrasses under the influence of illegal drugs or (in Company’s reasonable judgment) may harm the abuse of controlled substances or embarrass, alcohol on the premises of the Company or any of its subsidiaries or affiliates or while working or representing the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its subsidiaries or affiliates. A termination for Cause by the other Company Partiesfor any or the events described in clauses (i), (ii), (iv), and (ix) shall only be effective on fifteen (15) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that with respect no such notification is required if the Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation requires it to clauses (i) and (ii) effect a termination of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment Executive for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeimmediately.
Appears in 2 contracts
Sources: Employment Agreement (Alj Regional Holdings Inc), Employment Agreement (Alj Regional Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment during the Employment Period for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefitsor without Cause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includinga termination shall be considered to be for “Cause” if it occurs in conjunction with a good faith determination by the Board, without limitationafter following the substantive and procedural provisions and applying the standard of review set forth on Exhibit A to this Agreement, violation that any of Company policies regarding drugs and alcoholthe following has occurred:
(i) Executive’s conviction of or plea of nolo contendere to a felony or other crime involving fraud, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now dishonesty or moral turpitude;
(ii) Executive’s misconduct in the performance of his or her duties which results in a material adverse effect or subsequently promulgated or revised; to the Company;
(iii) Executive’s conviction for, violation or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any disregard of the other Company Parties (as defined below); code of business conduct which results in a material adverse effect to the Company;
(iv) any act Executive’s violation or omission disregard of Executive involving frauda Company policy, theft, dishonesty, disloyalty, standard or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (process which results in a material adverse effect to the Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or or
(v) any act Executive’s habitual or omission gross neglect of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesduties; provided, however, that for purposes of clauses (ii) and (v), Cause shall not include any one or more of the following:
(A) bad judgment or negligence, other than Executive’s habitual neglect of duties or gross negligence;
(B) any act or omission believed by Executive in good faith, after reasonable investigation, to have been in or not opposed to the interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled);
(C) any act or omission with respect to which a determination could properly have been made by the Board that Executive had satisfied the applicable standard of conduct for indemnification or reimbursement under the Company’s by-laws, any applicable indemnification agreement, or applicable law, in each case as in effect at the time of such act or omission; or
(D) after the Effective Date, failure to meet performance goals, objectives or measures following good faith efforts to meet such goals, objectives or measures; and further provided that, for purposes of clauses (ii) through (v) if an act, or a failure to act, which was done, or omitted to be done, by Executive in good faith and with a reasonable belief, after reasonable investigation, that Executive’s act, or failure to act, was in the best interests of the Company or was ADMIN/21794887v3 required by applicable law or administrative regulation, such breach shall not constitute Cause if, within 10 business days after Executive is given written notice of such breach that specifically refers to this Section 5(b), Executive cures such breach to the fullest extent that it is curable. With respect to the above definition of “Cause,” no act or conduct by Executive will constitute “Cause” if Executive acted: (i) and in accordance with the instructions or advice of counsel representing the Company or there was a conflict such that Executive could not consult with counsel representing the Company, or (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeas required by legal process.
Appears in 2 contracts
Sources: Change in Control and Restrictive Covenant Agreement (Williams Companies, Inc.), Change in Control and Restrictive Covenant Agreement (Williams Companies Inc)
Cause. In addition to The Company or Pacer may, at any other rights or remedies available to Company during the Employment Termtime, and in its sole discretion Company may discretion, terminate Executive’s the employment of the Executive hereunder for Cause Cause, effective as of the date (as defined in this Sectionthe "Termination Date") effective immediately upon delivery of written notice (the "Termination Notice") to Executivethe Executive specifying the nature of such Cause (or, and Executive will not if the termination is pursuant to Section 7(a)(i), the Termination Date shall be entitled to any Severance Benefits. As used herein, “Cause” means any the last day of the following: (i) Company’s determination that applicable cure period if Executive has materially neglected, failed, not cured the action or refused to render actions set forth in the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision Termination Notice). For purposes of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now "Cause" shall mean if the Executive (i) fails or refuses to act in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest any material respect in accordance with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s the reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any directions of the other Board of Directors or Chief Executive Officer of Pacer or the Company Parties (as defined below); (iv) any in a manner that would constitute an act of insubordination or omission is in continuing, willful, material breach of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesthis Agreement; provided, however, that with respect in such case the Company or Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to clauses (i) follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such action; (ii) has been convicted of this Sectiona felony; or (iii) has committed any act of fraud, if such breach misappropriation of funds or violation is susceptible embezzlement in connection with his employment. During the cure period referred to curein subsection (i), Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Directors of Pacer or the Company may cause the Company and Pacer to suspend the employment of the Executive hereunder if the Executive's continued presence at the Company or Pacer is deemed to have a potential negative affect on the Company or Pacer as determined in good faith by the Board of Directors of Pacer or the Company in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Executive shall be terminated by the Company for Cause. If the employment of the Executive hereunder is terminated pursuant to this Section 7(a), the Company and Pacer shall have the sole discretion no further obligations to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticehereunder after the Termination Date other than the payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, or except as otherwise provided by law.
Appears in 2 contracts
Sources: Employment Agreement (Averstar Inc), Employment Agreement (Averstar Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate ExecutiveEmployee’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of by written notice to Executiveat any time. For purposes of this Agreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the following: shall mean Employee’s (i) Company’s determination that Executive has materially neglected, failed, gross negligence or refused willful failure to render perform his duties hereunder or willful refusal to follow any lawful directive of the Services CEO or perform any other material duties or obligations under this Agreementthe Board; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company’s determination that Executive has otherwise materially violated ; (iv) breach of any provision term of this Agreement, including, without limitation, violation by virtue of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive failing to provide the Servicesat least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the other Company Parties long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (as defined belowthe “Equity Compensation”), or breach of his fiduciary duties to the Company; (ivv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltywillful act, or illegality failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with respect to, a governmental or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, internal investigation of the Company or any of its directors, managers, officers or employees, if the other Company Partiesrequests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (vviii) any act conviction of, or omission plea of Executive constituting the knowing or intentional violation of applicable law with respect nolo contendere to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company a felony or any of serious crime; provided that, the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive will provide Employee with written notice specifying such breach or violationdescribing the facts and circumstances that the Company believes constitutes Cause and, in reasonable detailcases where cure is possible, and Executive fails Employee shall first be provided a 15-day cure period. If, subsequent to cure Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or remedy such breach or violation within fifteen (15) days after receipt of such notice; events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided further, that the Board Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Company shall have Control (as defined in the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany’s 2016 Omnibus Incentive Compensation Plan).
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (XPO Logistics, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Termmay, in at its sole discretion Company may option, terminate Executive’s 's employment for Cause ("CAUSE" as defined set forth in a Notice of Termination to Executive specifying the reasons for termination. The Notice of Termination shall specify the Date of Termination, which date may be the date of such Notice of Termination. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, “"Cause” means any of the following: " shall mean (i) Company’s determination that Executive has materially neglectedExecutive's conviction of, failedguilty or no contest plea to, or refused to render the Services confession of guilt of, any felony or perform any other material duties crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Company; (iii) excessive use of alcohol or illegal drugs so as to interfere with the performance of Executive's obligations under this Agreement; (iiiv) Company’s determination that a breach by Executive has otherwise materially violated any provision of this Agreement which breach or failure the Executive shall fail to remedy within thirty (30) days after written demand from the Company specifying in reasonable detail such breach or failure; (v) a continuing failure by Executive to perform such duties as are assigned to Executive by the CEO or the Board in accordance with this Agreement, includingother than a failure resulting from a Disability, without limitationafter receipt from the Company of written notice of such continuing failure and, violation of Company policies regarding drugs and alcoholto the extent such failure is curable, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or reviseda thirty (30) day period to cure such failure; (iiivi) Executive’s conviction for, or entry 's knowingly taking any action on behalf of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates without appropriate authority to take such action (the other approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company Partiesof written notice of such action and, to the extent the damage resulting from such action is curable, a thirty (30) day period to cure such damage; or (vvii) Executive's knowingly taking any act or omission action in conflict of Executive constituting the knowing or intentional violation of applicable law interest with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates given Executive's position with Company; and/or (viii) the other commission of an act of personal dishonesty by Executive in connection with Company Parties; provided, however, that with respect involves personal profit to clauses (i) and (ii) of this Section, if such breach him or violation is susceptible his family members. Amounts payable to cure, Company may not terminate Executive’s employment Executive upon termination for Cause unless Company provides Executive with written notice specifying such breach or violation, are set forth in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeSection 3.3.1 below.
Appears in 2 contracts
Sources: Employment Agreement (Elite Pharmaceuticals Inc /De/), Employment Agreement (Elite Pharmaceuticals Inc /De/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined Wherever reference is made in this Section) effective immediately upon delivery of written notice Agreement to Executive, and Executive will not be entitled to any Severance Benefits. As used hereintermination being with or without Cause, “Cause” means any of the followingshall mean: (i) Company’s determination that the Executive has materially neglected, failed, repeatedly refuses or refused fails to render the Services or perform any other material of the Executive’s duties or obligations under this Agreement; (ii) and responsibilities as determined from time to time by the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation: (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Company following thirty (30) days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, violation that the Company shall not be required to give the Executive more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Executive’s duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company; (vi) the Executive’s indictment for or conviction for, (or the entry of a plea of no contest with respect to, a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any felony, crime of misdemeanor involving material dishonesty or moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (vvii) any act the Executive’s habitual or omission of Executive constituting the knowing or intentional violation of applicable law with respect torepeated misuse of, or that ▇▇▇▇▇ habitual or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any repeated performance of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach duties under the influence of, alcohol or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticecontrolled substances.
Appears in 2 contracts
Sources: Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyActs or omissions constituting gross negligence, recklessness or willful misconduct on the part of Employee with respect to Employee’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Agreement or otherwise relating to the business of Company;
(ii) Repeated or habitual neglect of Employee’s duties or responsibilities that continues after notice to Employee of such neglect, or failure or refusal to carry-out the legitimate assignments given Employee by his supervisor, CEO or the Board;
(iii) Any act of personal dishonesty taken by Employee in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Employee;
(iv) Employee’s conviction of, or plea of nolo contendre to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s determination reputation or business;
(v) A breach of any fiduciary duty owed to the Company by Employee that Executive has otherwise a material detrimental effect on the Company’s reputation or business;
(vi) Employee being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Employee admits or denies liability);
(vii) Employee (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially violated cooperate with, any provision investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Employee’s failure to waive attorney-client privilege relating to communications with Employee’s own attorney in connection with an Investigation will not constitute “Cause”;
(viii) Employee’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Employee’s loss of any governmental or self-regulatory license that is reasonably necessary for Employee to perform his responsibilities to the Company under this Agreement, includingif (A) the disqualification, without limitationbar or loss continues for more than thirty (30) days, violation of and (B) during that period the Company policies regarding drugs and alcoholuses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, discriminationbar or loss continues during Employee’s employment, harassmentEmployee will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, retaliationif Employee’s employment is not permissible, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Employee will be placed on leave (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, which will be paid to the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowextent legally permissible); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.or
Appears in 2 contracts
Sources: Employment Agreement (Limelight Networks, Inc.), Employment Agreement (Limelight Networks, Inc.)
Cause. The Company shall have the right to terminate the employment of Executive under this Agreement, as well as any and all compensation to which Executive would otherwise be entitled hereunder ( except for compensation to which Executive is entitled through the date of such termination and any benefits referred to in Section 5 hereof in which Executive has a vested right under the terms and conditions pursuant to which such benefits were granted), only in the manner set forth in this Section 6 if, and only if, Executive shall have committed any of the following acts (any such act being hereinafter referred to as an " Act of Cause"):
(i) Executive, other than as a result of circumstances described in Sections 6(a), 6(b) or 6(d) hereof, shall have repeatedly failed to perform his material duties hereunder (other than by reason of disability) or shall have willfully breached in any material respect his other obligations as set forth herein; provided. however. the Company shall first have notified Executive in writing, and in reasonable detail, as to the manner in which Executive has so failed to perform his duties or breached his other obligations hereunder and Executive, within thirty (30) days thereafter, shall have failed to cure such failure or breach within 60 days.
(ii) Executive shall have committed gross negligence in the performance of his duties or obligations hereunder which shall have resulted in a material loss to the Company;
(iii) Executive shall have been convicted of any felony or have committed any material act of proven dishonesty against the Company;
(iv) Executive shall have breached Sections 10 or 11 hereof in any material respect. In addition the event the Company elects to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s 's employment for Cause (hereunder as defined in this Section) effective immediately upon delivery of set forth above, the Company shall give written notice to such effect to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of which notice shall describe in reasonable detail the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission actions of Executive constituting the knowing or intentional violation Act of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailCause, and Executive fails Executive's employment under this Agreement shall thereupon terminate as of a date to cure or remedy be specified in such breach or violation within notice, which date shall not be less than fifteen (1530) days after receipt the delivery of such notice; provided further, that . In no event shall the Board of Company shall have termination be caused by failure or discrepancies due to compliance issues contained within the sole discretion to determine whether such a breach or violation is subject to cure, Sarbanes-Oxley Act and if so, whether the Executive successfully effected a cure following noticecertification required by the Executi▇▇.
Appears in 2 contracts
Sources: Executive Employment Agreement (Cross Atlantic Commodities, Inc.), Executive Employment Agreement (Cross Atlantic Commodities, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has materially neglectednot substantially performed his duties and provides Executive with a reasonable period (as determined in the sole discretion of the Board, failed, or refused but not to render the Services or perform any other material duties or obligations under this Agreement; exceed twenty (20) days) to take corrective action;
(ii) Company’s determination Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A willful breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission other civil or criminal securities law action (regardless of whether or not Executive constituting admits or denies liability), which the knowing or intentional violation of applicable law with respect toBoard determines, or that ▇▇▇▇▇ or embarrasses or (in its reasonable discretion, will have a material detrimental effect on the Company’s reasonable judgmentreputation or business;
(vi) may harm or embarrass, Company or Executive entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses any action which would bar Executive from service as an executive officer or member of a board of directors of any publicly-traded company (iregardless of whether or not Executive admits or denies liability);
(vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(viii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement, if (A) the disqualification or bar continues for more than thirty (30) days, and (iiB) of during that period the Company uses its commercially reasonable efforts to cause the disqualification or bar to be lifted. While any disqualification or bar continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 6(a)(iii), Executive shall receive notice and an opportunity to be heard before the Board with Executive’s own attorney before any termination for Cause unless is deemed effective. Notwithstanding anything to the contrary, the Board may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company provides information, employees and business should Executive with written notice specifying such breach or violation, in reasonable detailwish to avail himself of his opportunity to be heard before the Board prior to the Board’s termination for Cause. If Executive avails himself of his opportunity to be heard before the Board, and Executive then fails to cure or remedy such breach or violation make himself available to the Board within fifteen five (155) business days after receipt of such notice; provided furtherrequest to be heard, that the Board of Company shall have may thereafter cancel the sole discretion to determine whether such a breach or violation is subject to cure, administrative leave and if so, whether the terminate Executive successfully effected a cure following noticefor Cause.
Appears in 2 contracts
Sources: Change in Control Agreement (Maxlinear Inc), Change in Control Agreement (Maxlinear Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate ExecutiveThe Employee’s employment may be terminated at any time by the Company for Cause (as defined in below) or Without Cause (as defined below). For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render a breach by the Services or perform Employee of any other material duties or obligations under provision of this Agreement, which, if curable, is not cured within ten (10) days after the Employee’s receipt from the Company of written notice of such breach; (ii) Companyany conduct, action or behavior by the Employee, whether or not in connection with the Employee’s determination that Executive has otherwise materially violated any provision of this Agreementemployment, including, without limitation, violation the commission of Company policies regarding drugs and alcoholany felony or a lesser crime involving dishonesty, discriminationfraud, harassmentmisappropriation, retaliationtheft, honestywrongful taking of property, confidentialityembezzlement, and/or bribery, forgery, extortion or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, that has or other crime that adversely affects may reasonably be expected to have a material adverse effect on the reputation or (in Company’s reasonable judgment) may adversely affect business of the Company, the ability of Executive to provide the ServicesHoldings, or any their respective subsidiaries and affiliates (the “Company Group”) or which results in gain or personal enrichment of the other Employee to the detriment of the Company Parties Group; (as defined below)iii) a governmental authority, including, without limitation, the Environmental Protection Agency or the Food and Drug Administration, has prohibited the Employee from working or being affiliated with the Company Group or the business conducted thereby; (iv) the commission of any act by the Employee of gross negligence or omission of Executive involving fraud, theft, dishonesty, disloyaltymalfeasance, or illegality any willful violation of law, in each case, in connection with respect to, or that ▇▇▇▇▇ or embarrasses or the Employee’s performance of his duties with the Company Group; (in Company’s reasonable judgmentv) may harm or embarrass, Company or any performance of the other Employee’s duties in an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable to employees after a written warning and a ten (10) day opportunity to cure; (vi) breach of the Employee’s duty of loyalty to the Company PartiesGroup; (vii) chronic absenteeism; (viii) substance abuse, illegal drug use or habitual insobriety; or (vix) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (obligations of confidentiality to any third party in Company’s reasonable judgment) may harm or embarrass, the course of providing services to the Company or any Group. “Without Cause” shall mean a termination by the Company of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate ExecutiveEmployee’s employment during the Employment Period for Cause unless Company provides Executive with written notice specifying such breach any reason or violationunder any circumstances other than a termination based upon Cause, in reasonable detail, and Executive fails to cure death or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeDisability.
Appears in 2 contracts
Sources: Employment Agreement (PetIQ, Inc.), Employment Agreement (PetIQ, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s 's employment for Cause "Cause", effective as of the date of the Notice of Termination (as defined in this SectionSection 6 below) effective immediately upon delivery and as evidenced by a resolution adopted in good faith by two-thirds (2/3) of the entire Board, subject to the payment by the Company to the Executive of the benefits provided in Section 7(a) hereof. A termination for Cause is a termination made because the Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, or (B) a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, which disclosure results in material damage to the Company, or (C) a breach of one or more of the following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing the Executive's interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company's assets, properties or business opportunities; or (D) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (E) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by the Executive), including, but not limited to (1) intentional violations by the Executive of written policies of the Company, or specific directions of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require the Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or the Executive's position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The Company may suspend the Executive, and without pay, upon the Executive's indictment for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, at which time the Executive will not shall be reinstated with the Company. Upon such reinstatement, the Executive shall be entitled to any Severance Benefits. As used herein, “Cause” means any payment by the Company of all Base Salary to which the following: (i) Company’s determination that Executive has materially neglected, failed, or refused would have otherwise been entitled to render during the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt period of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticesuspension.
Appears in 2 contracts
Sources: Executive Employment Agreement (Cobalis Corp), Executive Employment Agreement (Cobalis Corp)
Cause. In addition The Company shall be entitled to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in “Cause.” For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of shall mean that the followingExecutive: (i) Companypleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s determination that Executive has materially neglected, failed, fraud or refused to render the Services or perform any other material duties or obligations under this Agreementdishonesty; (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of his duties hereunder, (vi) harasses or discriminates against the Company’s determination that Executive has otherwise materially violated any provision of this Agreementemployees, includingcustomers, without limitation, or vendors in violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedwith respect to such conduct; (iiivii) Executive’s conviction for, or entry engages in any conduct that is reasonably likely to cause harm to the reputation of the Company; (viii) makes a plea material disclosure as defined by Section 10(a)or (ix) materially breaches any term of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, this Agreement. In the ability of Executive to provide the Services, or event any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (occurrences in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate his employment, such notice; (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation be given within fifteen sixty (1560) days after receipt the Board knew of such notice; provided furtheracts or failures to act. In the event such notice is timely given by the Company, the Executive shall have thirty (30) days after the date that the Board notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of Company shall have doubt, any of the sole discretion occurrences constituting Cause set forth in clauses (i), (ii) and (v) above cannot be cured. No act or failure to determine whether such a breach act on Executive’s part will be considered “willful” unless done, or violation is subject omitted to cure, be done by Executive not in good faith and if so, whether without reasonable belief that his action or omission was in the Executive successfully effected a cure following noticebest interests of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Empire Resorts Inc), Employment Agreement (Empire Resorts Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company PNC Bank may terminate Executive’s your employment for with or without Cause (as defined in this Section) effective immediately upon delivery of by written notice to Executive, and Executive will not be entitled to any Severance Benefitsyou. As used hereinFor purposes of this Agreement, “Cause” means any shall mean, in the good faith determination of the following: PNC Bank, (i) Company’s determination that Executive has materially neglected, failed, your gross negligence or refused to render willful misconduct in the Services or perform any other material duties or obligations under this Agreementcourse of your employment hereunder; (ii) Company’s determination that Executive has otherwise materially violated any provision your commission of this Agreementfraud against PNC Bank or its affiliates or its customers, includingclients or employees, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction foryour commission of any theft or misappropriation of assets or business opportunities of PNC Bank or its affiliates, (iv) any breach of your fiduciary duty owed to PNC Bank or entry its affiliates, (v) your commission of a plea of no contest with respect to, any felony, crime felony or act of moral turpitude, in either case, which could reasonably be expected to have a material adverse effect on PNC Bank or other crime that adversely affects or its affiliates; (in Company’s reasonable judgmentvi) may adversely affect Company, the ability of Executive to provide the Services, or any a material violation by you of the other Company Parties (Parent’s Code of Business Conduct and Ethics or its Employee Conduct Policies, unless not reasonably applicable to you as defined below)an employee; (ivvii) any act a material breach of your obligations contained in this Agreement, including your intentional failure or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesrefusal to perform your duties hereunder; or (vviii) the entry of any act or omission of Executive constituting the knowing or intentional violation of applicable law order against you by any government body having regulatory authority with respect to, to the business of PNC Bank or that ▇▇▇▇▇ its affiliates for a violation by you of any rule or embarrasses regulation governing the business of PNC Bank or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesits affiliates; provided, however, that with respect prior to clauses being given written notice of your termination hereunder for Cause under (ivi) and or (iivii) of this Sectionhereof, if curable, you shall be given thirty days’ advance notice that PNC Bank or its affiliates believe you are in violation of such breach or violation is susceptible to cureprovision(s), Company during which time you may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails seek to cure your acts and/or omissions and, to the extent such actions or remedy omissions are cured within such breach period, such acts or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company omissions shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticenot constitute Cause.
Appears in 2 contracts
Sources: Employment and Retention Agreement (Yardville National Bancorp), Employment and Retention Agreement (Yardville National Bancorp)
Cause. In addition The Executive’s employment will be considered terminated for “Cause” if prior to termination of the Executive’s employment, the Board reasonably determines, based on a preponderance of the evidence reasonably available to the Board as of the date the Board adopts the resolution described below, that the Executive committed or engaged in:
(1) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or a Subsidiary, whether or not the Executive is convicted or pleads guilty or nolo contender (no contest) to any related criminal charges;
(2) intentional wrongful damage to property of the Company or a Subsidiary;
(3) intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary;
(4) intentional wrongful engagement in any Competitive Activity (to the extent not prohibited by applicable law);
(5) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company that is not cured within 30 days after the 11 Board delivers to the Executive a written demand for substantial performance specifically identifying the Executive’s failure to perform; or
(6) other rights intentional activity, including but not limited to a breach of the Executive’s fiduciary duties with respect to the Company, a Subsidiary, or remedies any welfare plan or pension plan sponsored by the Company or a Subsidiary; which, in the reasonable judgment of the Board and based on a preponderance of the evidence available to the Board is significantly detrimental to the reputation, goodwill or business of the Company during or significantly disrupts the Employment Termworkplace environment or operation of the Company’s business or administrative activities. For purposes of this Agreement, no act or failure to act on the part of the Executive will be deemed “intentional” if it was due primarily to an error in the Executive’s judgment or the Executive’s negligence. An act will be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. For purposes of this Agreement, the Executive has not been terminated for Cause unless and until:
(7) a meeting of the Board is called and held for the purpose of determining if the Executive is to be terminated for Cause; and
(8) the Executive is given reasonable notice of the meeting and an opportunity to be heard before the Board, with the Executive’s counsel if the Executive so chooses; and
(9) at that meeting the Board finds, in its sole discretion Company may the good faith opinion of the Board, that the Executive has committed an act entitling the Board to terminate the Executive’s employment for Cause Cause; and
(as defined in this Section10) effective immediately upon delivery of written notice to Executive, and the Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any has been provided a copy of the following: (i) Companyresolution duly adopted at that meeting by the affirmative vote of not less than three-quarters of the Board then in office and specifying in detail the particulars of the Board’s finding. The Executive and the Executive’s beneficiaries retain the right to contest the validity or propriety of the Board’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment has been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Dte Energy Co), Change in Control Severance Agreement (Dte Energy Co)
Cause. In addition The Company shall have “Cause” to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: hereunder upon:
(i) CompanyExecutive’s determination that Executive has materially neglected, failed, or refused failure to render substantially perform Executive’s duties as an employee of the Services or perform Company (other than any other material duties or obligations under this Agreement; such failure resulting from Executive’s Disability);
(ii) CompanyExecutive’s determination that Executive has otherwise materially violated failure in any provision material respect to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; ;
(iii) Executive’s conviction formaterial breach of this Agreement;
(iv) Executive’s conviction, or entry of a plea of no contest with respect tocontest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, crime ;
(v) Executive’s unlawful use (including being under the influence) or possession of moral turpitude, or other crime that adversely affects or (in illegal drugs on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, (or any of the other Company Parties its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or
(as defined below); (ivvi) any Executive’s commission of an act or omission of Executive involving fraud, theftembezzlement, dishonestymisappropriation, disloyaltywillful misconduct, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, breach of fiduciary duty against the Company or any of the other Company Partiesits affiliates; or (v) any provided that no act or omission failure to act on the part of Executive constituting the knowing or intentional violation of applicable law with respect toshall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that ▇▇▇▇▇ Executive’s action or embarrasses omission was in the best interests of the Company. Any act or failure to act, based upon specific authority given pursuant to a resolution duly adopted by the Board or a committee thereof or based on 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. Notwithstanding the foregoing, in the case of clauses (in i), (ii) and (iii) above, no Cause will have occurred unless and until the Company has: (a) provided Executive, within 60 days of the Company’s reasonable judgment) may harm or embarrass, Company or any knowledge of the other Company Partiesoccurrence of the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure the same within 30 days after the receipt of such notice; provided, however, that with respect to clauses Executive shall be provided only one cure opportunity per category of Cause event in any rolling twelve (i12) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and month period. If the Executive fails to cure the same within such 30 days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. For the avoidance of doubt, Executive’s death or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company Disability shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticenot constitute “Cause” hereunder.
Appears in 2 contracts
Sources: Employment Agreement (CoreSite Realty Corp), Employment Agreement (CoreSite Realty Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate ExecutiveEmployee’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of by written notice to Executiveat any time. For purposes of this Agreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the following: shall mean Employee’s (i) Company’s determination that Executive has materially neglectedwillful misconduct or gross negligence in the performance of his duties hereunder or substantial failure or willful refusal to perform duties reasonably assigned by the CEO, failedCFO, COO or refused to render the Services or perform any other material duties or obligations under this AgreementBoard; (ii) commission of any fraud, embezzlement or theft, any act of material dishonesty that is injurious to the Company’s determination that Executive has otherwise materially violated , or any provision deliberate misappropriation of this Agreement, including, without limitation, violation money or other assets of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Company; (iii) Executive’s conviction for, material breach of any term of this Agreement or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or agreement governing any of the other Company Parties equity compensation referred to in Section 3 of this Agreement (as defined belowthe “Equity Compensation”), or material breach of his fiduciary duties to the Company; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltywillful act, or illegality failure to act, in bad faith to the detriment of the Company; (v) willful failure to cooperate in good faith with respect to, a governmental or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, internal investigation of the Company or any of its directors, managers, officers or employees, if the other Company Partiesrequests his cooperation; and (vi) conviction of, or (v) any act or omission plea of Executive constituting the knowing or intentional violation of applicable law with respect nolo contendere to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company a felony or any serious crime (other than vehicular misdemeanors punishable solely by fine); provided that in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Board that, based on facts not actually known by the CEO or Board at the time of Employee’s termination, Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c), Employee’s employment shall, at the election of the other Company Parties; providedBoard at any time up to six months after learning such facts, howeverbut in no event more than two years after the occurrence of such facts, that with respect be deemed to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment have been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails retroactively to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have date the sole discretion events giving rise to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause occurred.
Appears in 2 contracts
Sources: Employment Agreement (XPO Logistics, Inc.), Employment Agreement (XPO Logistics, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means shall be defined as any of the following: ; provided, however, that the Company must determine the presence of such Cause in good faith:
(i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this AgreementWillful misconduct by Executive, including, without limitationlimitation (A) Executive’s material breach of any duties and responsibilities under this Agreement (other than as a result of incapacity due to Executive’s disability), violation (B) Executive’s commission of Company policies regarding drugs and alcohola material act of fraud upon the Company, discriminationor (C) Executive’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this Section 5(c), harassmentno act or failure to act on the part of Executive shall be considered “willful” unless done, retaliationor omitted to be done, honesty, confidentiality, and/or other employee misconduct, whether now by Executive in effect bad faith or subsequently promulgated without reasonable belief that Executive’s action or revised; omission was in the best interest of the Company;
(iiiii) Executive’s conviction forby, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or
(iii) Executive’s willful violation of any duty of loyalty to the Company or a material breach of Executive’s fiduciary duties to the Company. Notwithstanding anything to the contrary in the foregoing, no contest with respect to, any felony, crime of moral turpitude, termination or other crime that adversely affects or action shall be considered to be for Cause under this Agreement unless (in y) the Executive first shall have received at least 15 days written notice (the “Company Notice”) setting forth the reasons for the Company’s reasonable judgment) may adversely affect Company, the ability of Executive intention to provide the Services, terminate or any of the take other Company Parties (as defined below)action; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (iiz) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides the Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall have failed to cure or remedy such breach or violation the event constituting the Cause within fifteen (15) 30 days after the Executive’s receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeNotice.
Appears in 2 contracts
Sources: Employment Agreement (Meade Instruments Corp), Employment Agreement (Meade Instruments Corp)
Cause. In addition “Cause” means, unless Executive fully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) prior to any other rights or remedies available to Company during the Employment TermDate of Termination, in its sole discretion Company may terminate (a) Executive’s employment for Cause willful and continued failure to substantially perform his duties or services to the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of which the following: (i) Company’s determination Board believes that Executive has materially neglected, failed, or refused to render the Services or perform any other material not substantially performed his duties or obligations under this Agreement; services to the Company, (iib) CompanyExecutive’s determination willful and continued failure to substantially follow and comply with the specific and lawful directives of the Chief Executive Officer of the Company or the Board, as reasonably determined by the Board (other than any such failure resulting from Executive’s incapacity due to physical or mental illness or any such actual or anticipated failure after his issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has otherwise materially violated any provision not substantially performed his duties or services to the Company, (c) Executive’s willful commission of this Agreementan act of fraud or dishonesty resulting in material economic or financial injury to the Company, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiid) Executive’s conviction forof, or entry by Executive of a plea of guilty or no contest with respect plea to, any felony, crime the commission of a felony involving moral turpitude, or other crime (e) Executive’s breach of the non-competition or non-solicitation provisions of Section 6 or the non-disparagement provisions of Section 8 of this Agreement or any material breach of his confidential or proprietary information obligations to the Company. For purposes of this Section 1(b), no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by him not in good faith. In the event of the proposed termination of Executive’s consultancy for Cause arising under clause (e) above as a result of Executive’s breach of the non-competition provisions of Section 6 that adversely affects or (in is not willful, the Executive shall have at least 60 days to correct such breach following the Company’s reasonable judgment) may adversely affect Company, the ability notice of Executive its intent to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment consultancy for Cause unless Company provides Cause, during which time Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall be entitled to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that present to the Board with the assistance of Company shall have his legal counsel the sole discretion to determine whether basis, if any, for his belief and conclusion that he has not breached such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticenon-competition provisions.
Appears in 2 contracts
Sources: Transition and Consulting Agreement, Transition and Consulting Agreement (Tivo Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate ExecutiveThe Employee’s employment may be terminated at any time by the Company for Cause (as defined in below) or Without Cause (as defined below). For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) a breach by the Employee of any provision of this Agreement which, if curable, is not cured within ten (10) days after the Employee’s receipt of written notice of such breach from the Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Companyany conduct, action or behavior by the Employee, whether or not in connection with the Employee’s determination that Executive has otherwise materially violated any provision of this Agreementemployment hereunder, including, without limitation, violation the commission of Company policies regarding drugs and alcoholany felony or a lesser crime involving dishonesty, discriminationfraud, harassmentmisappropriation, retaliationtheft, honestywrongful taking of property, confidentialityembezzlement, and/or bribery, forgery, extortion or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, that has or other crime that adversely affects may reasonably be expected to have a material adverse effect on the reputation or (in Company’s reasonable judgment) may adversely affect business of Holdings or the Company, the ability of Executive to provide the Services, its subsidiaries or any of their respective affiliates (collectively, the other “Company Parties Group”) or which results in gain or personal enrichment of the Employee to the detriment of the Company Group; (as defined below)iii) a governmental authority, including, without limitation, the Environmental Protection Agency and the Food and Drug Administration, has prohibited the Employee from working or being affiliated with the Company or the business conducted thereby; (iv) the commission of any act by the Employee of gross negligence or omission of Executive involving fraud, theft, dishonesty, disloyaltymalfeasance, or illegality any willful violation of law, in each case, in connection with the Employee’s performance of his duties with the Company Group or with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or to any member of the other Company PartiesGroup; (v) performance of the Employee’s duties in an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable to employees after a written warning and a ten (10) day opportunity to cure; (vi) breach of the Employee’s duty of loyalty to the Company Group; (vii) chronic absenteeism; or (vviii) any act substance abuse, illegal drug use or omission of Executive constituting habitual insobriety. “Without Cause” shall mean a termination by the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate ExecutiveEmployee’s employment during the Employment Period for Cause unless Company provides Executive with written notice specifying such breach any reason or violationunder any circumstances other than a termination based upon Cause, in reasonable detail, and Executive fails to cure death or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeDisability.
Appears in 2 contracts
Sources: Employment & Human Resources (PetIQ, Inc.), Employment and Non Competition Agreement (PetIQ, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in this SectionSection 7 below) effective immediately upon delivery that notifies Executive of written notice to Executive, and Executive will not be entitled to any Severance Benefits’s termination for Cause. As used herein, “Cause” means any shall mean, for purposes of the followingthis Agreement: (i) the continued failure by Executive to substantially perform Executive’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) the criminal felony indictment (or non-U.S. equivalent) of Executive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company’s determination that Executive has materially neglected, failedincluding (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or refused to render (C) the Services or perform registration of the Company with the U.S. Drug Enforcement Administration of any other successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) the continued material duties or obligations under breach by Executive of this Agreement; (iivi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s determination financial statements and public filings that is known to Executive has otherwise materially violated any provision of this Agreementto be false. Notwithstanding the foregoing, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) prior to having Cause for Executive’s conviction fortermination (other than as described in clauses (ii), or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentactual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) may harm or embarrass, within thirty (30) days after such demand. References to the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses subsections (i) and through (iiviii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt paragraph shall also include affiliates of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 2 contracts
Sources: Executive Employment Agreement (Endo International PLC), Executive Employment Agreement (Endo International PLC)
Cause. In addition The Executive’s employment will be considered terminated for Cause if prior to termination of the Executive’s employment, the Board reasonably determines, based on a preponderance of the evidence reasonably available to the Board as of the date the Board adopts the resolution described below, that the Executive committed or engaged in:
(1) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or a Subsidiary, whether or not the Executive is convicted or pleads guilty or nolo contender (no contest) to any related criminal charges;
(2) intentional wrongful damage to property of the Company or a Subsidiary;
(3) intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary;
(4) intentional wrongful engagement in any Competitive Activity;
(5) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company that is not cured within 30 days after the Board delivers to the Executive a written demand for substantial performance specifically identifying the Executive’s failure to perform; or
(6) other rights intentional activity, including but not limited to a breach of the Executive’s fiduciary duties with respect to the Company, a Subsidiary, or remedies any welfare plan or pension plan sponsored by the Company or a Subsidiary; which, in the reasonable judgment of the Board and based on a preponderance of the evidence available to the Board is significantly detrimental to the reputa-tion, goodwill or business of the Company during or significantly disrupts the Employment Termworkplace environment or operation of the Company’s business or administrative activities. For pur-poses of this Agreement, no act or failure to act on the part of the Executive will be deemed “intentional” if it was due primarily to an error in the Executive’s judgment or the Executive’s negligence. An act will be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. For purposes of this Agreement, the Executive has not been terminated for Cause unless and until:
(7) a meeting of the Board is called and held for the purpose of determining if the Executive is to be terminated for Cause; and
(8) the Executive is given reasonable notice of the meeting and an opportunity to be heard before the Board, with Executive’s counsel if Executive so chooses; and
(9) at that meeting the Board finds, in its sole discretion Company may the good faith opinion of the Board, that the Executive has committed an act entitling the Board to terminate the Executive’s employment for Cause Cause; and
(as defined in this Section10) effective immediately upon delivery of written notice to Executive, and the Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any has been provided a copy of the following: (i) Companyresolution duly adopted at that meeting by the affirmative vote of not less than three-quarters of the Board then in office and specifying in detail the particulars of the Board’s finding. The Executive and the Executive’s beneficiaries retain the right to contest the validity or propriety of the Board’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment has been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Dte Energy Co), Change in Control Severance Agreement (Dte Energy Co)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause “Cause,” effective as of the date of the Notice of Termination (as defined in Section 7 below). “Cause” shall mean, for purposes of this SectionAgreement: (a) effective immediately upon delivery Executive’s act of written notice fraud, dishonesty, misappropriation, or embezzlement with respect to the Company; (b) Executive’s conviction of, or plea of guilty or no contest to, any felony; (c) Executive’s violation of the Company’s drug policy or anti-harassment policy; (d) Executive’s admission of liability of, or finding by a court or the US Securities and Executive will Exchange Commission (or a similar agency of any applicable state) of liability for, the violation of any “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Securities Laws which are not be entitled to any Severance Benefitscriminal in nature). As used herein, the term “CauseSecurities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the following: (i) Company’s determination that Executive has materially neglectedSecurities Act of 1933, failed, or refused to render the Services or perform any other material duties or obligations under this AgreementSecurities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiie) Executive’s conviction forfailure after reasonable prior written notice from the Company to comply with any valid and legal directive of the Board that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company or Executive’s willful gross negligence in performance, or entry willful non-performance, of a plea any of no contest Executive’s duties and responsibilities with respect to, any felony, crime of moral turpitude, or other crime to the Company that adversely affects or is not remedied within thirty (in Company’s reasonable judgment30) may adversely affect Company, the ability days of Executive to provide being provided written notice thereof from the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (vf) other than as provided in clauses (a) through (e) above, Executive’s material breach of any act or omission material provision of the employment agreement that is not remedied within thirty (30) days of Executive constituting the knowing being provided written notice thereof. Executive shall not have acted, and shall not be deemed for purposes of this Agreement to have acted, in a “willful” manner if Executive acted, or intentional violation of applicable law with respect failed to act, in a manner that he believed in good faith to be in, or not opposed to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any the best interests of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 2 contracts
Sources: Executive Employment Agreement (Calpine Corp), Executive Employment Agreement (Calpine Corp)
Cause. In addition to any other rights or remedies available to The Company during terminates the Employment Term, in its sole discretion Company may terminate Executive’s employment Executive for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to or for any Severance Benefitsreason other than for Cause. As used hereinin this Agreement, “Cause” means with respect to Executive’s termination from employment, shall mean any of the following: :
(i1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline;
(2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action;
(3) the Executive’s misappropriation of any of the Company’s determination that Executive has materially neglected, failed, funds or refused to render property;
(4) the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, of or entry entering of a guilty plea or a plea of no contest with respect to, any a felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any other crime which materially and adversely affects the business of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in CompanyExecutive’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that ability to carry out his duties hereunder and with respect to clauses which imprisonment for a term in excess of six (i6) and months is a possible punishment;
(ii5) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or
(6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2003 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for Cause unless a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following:
(A) the Executive materially violates any Company provides Executive with written notice specifying such breach policy, regulation or violation, in reasonable detail, and guideline which Executive fails to cure within sixty (60) days following written notice of such violation by the Company to the Executive; or
(B) the Executive’s conviction or remedy such breach entering of a guilty plea or violation within fifteen a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (1560) days after receipt of such notice; provided furthernotice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, that the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Company shall have the sole discretion Termination to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected confirming that a cure following noticemajority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (MULTI COLOR Corp), Employment Agreement (MULTI COLOR Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means for termination shall mean a determination by the Board of Directors in good faith that any of the followingfollowing events has occurred: (i) Company’s determination that indictment of the Executive has materially neglected, failedof, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, guilty or nolo contendere by the Executive to any felony, crime of or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or other crime that adversely affects or property of the REIT, DiamondRock Hospitality Limited Partnership (in Company’s reasonable judgmentthe “Operating Partnership”) may adversely affect Companyand their subsidiaries (the REIT, the ability Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Executive to provide DiamondRock Group property for personal purposes; (iii) the Services, Executive’s willful failure or any gross negligence in the performance of the other Company Parties (as defined below)Executive’s assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive’s receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors or the Chief Executive Officer; (iv) any act or omission of the Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Companyhas a demonstrated and material adverse impact on the DiamondRock Group’s reasonable judgment) may harm or embarrass, Company reputation for honesty and fair dealing or any other conduct of the other Company PartiesExecutive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) any act willful failure to cooperate with a bona fide internal investigation or omission of Executive constituting an investigation by regulatory or law enforcement authorities, after being instructed by the knowing or intentional violation of applicable law with respect toREIT to cooperate, or that ▇▇▇▇▇ the willful destruction or embarrasses failure to preserve documents or (other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in Company’s reasonable judgment) may harm or embarrass, Company or any good faith and in the best interests of the other Company PartiesDiamondRock Group. The cessation of employment of the Executive shall not be deemed to be 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 the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, however, that with respect to clauses (i) and (ii) if the Executive is a member of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cureDirectors, and if so, whether the Executive successfully effected a cure following noticeshall not vote on such resolution.
Appears in 2 contracts
Sources: Severance Agreement (DiamondRock Hospitality Co), Severance Agreement (DiamondRock Hospitality Co)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause (as defined in during the Employment Period either with or without Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: shall mean (i) CompanyExecutive’s determination that Executive has continued intentional failure or refusal to materially neglected, failed, or refused to render abide by the Services terms and conditions of this Agreement or perform any substantially Executive’s assigned duties (other material duties than as a result of total or obligations under this Agreement; partial mental or physical incapacity); (ii) CompanyExecutive’s determination that Executive has otherwise materially violated any provision of this Agreementengagement in willful misconduct, including, including without limitation, violation fraud, embezzlement, theft or dishonesty, in the course of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive’s employment with the Company; (iii) Executive’s conviction forof, or entry of a plea of no contest with respect to, any guilty or nolo contendere to a felony or a crime (other than a felony, crime ) that involves moral turpitude or a breach of moral turpitude, trust or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, fiduciary duty owed to the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates; (iv) a material breach of the other Company Partiesrestrictive covenants in this Agreement; or (v) any a material breach of the Company’s Code of Conduct or another policy of the Company applicable to Executive, that does, or could reasonably be expected to, result in material harm to the Company, including reputational harm; provided that no act or omission failure to act, on the part of Executive constituting the knowing Executive, will be considered “willful” or intentional violation of applicable law with respect to“intentional” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that ▇▇▇▇▇ Executive’s action or embarrasses or (omission was in Company’s reasonable judgment) may harm or embarrass, Company or any the best interests of the other Company Parties; providedand its affiliates or if done based on the direction of the Board or on advice of counsel to the Company. If an action or omission constituting Cause is curable, howeverExecutive may be terminated under such clauses only if Executive has not cured such action or omission within thirty (30) days following written notice thereof from the Company. Further, that with respect Executive shall not be deemed to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment be discharged for Cause unless Company provides and until there is delivered to Executive with written a copy of a resolution duly adopted by the affirmative vote of not less than a majority (or 75% if such higher threshold is applicable pursuant to Section 3(e)) of the entire membership of the Board, at a meeting called and duly held for such purpose (after reasonable notice specifying such breach or violation, in reasonable detail, is provided to Executive and Executive fails is given an opportunity, together with counsel for Executive, to cure or remedy such breach or violation within fifteen (15) days after receipt be heard before the Board), finding in good faith that Executive is guilty of such notice; provided further, that the Board of Company shall have conduct set forth above and specifying the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 2 contracts
Sources: Employment Agreement (Independent Bank Group, Inc.), Employment Agreement (Independent Bank Group, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, The term “Cause” means any of shall mean shall mean that the following: (i) Board, acting in good faith based upon the information then known to the Company’s determination , determines that Executive has materially neglected, failed, (A) engaged in or refused to render the Services or perform any other material duties or obligations under this Agreementcommitted willful misconduct; (iiB) Companyengaged in or committed theft, fraud or other illegal conduct; (C) refused or demonstrated an unwillingness to substantially perform the Executive’s determination duties for a 30-day period after written demand for substantial performance that refers to this definition and is delivered by the Company or Apria that specifically identifies the manner in which the Company believes Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisednot substantially performed the Executive’s duties; (iiiD) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or investigation by the Company or its Subsidiaries or provide testimony therein (other than such failure resulting from Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowdisability); (ivE) engaged in or committed insubordination; (F) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or omission business of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any its Subsidiaries; (G) willfully violated the Executive’s fiduciary duty or the Executive’s duty of loyalty to the Company or its Subsidiaries or the Code of Ethical Business Conduct of the Company or its Subsidiaries in any material respect; (H) used alcohol or drugs (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of the Executive’s duties hereunder or which has the effect of materially injuring the reputation or business of the Company Partiesor its Subsidiaries; or (vI) engaged in or committed a material breach of this Agreement (including any act beach of the provisions of Appendix A) for a 30-day period after written notification is delivered by the Company that specifically refers to this definition and identifies the manner in which the Company believes Executive has materially breached this Agreement or any other employment agreement. For purposes of the foregoing sentence of this paragraph, no act, or failure to act, on Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission of Executive constituting was in the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any best interest of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 2 contracts
Sources: Management Unit Subscription Agreement, Management Unit Subscription Agreement (Ahny-Iv LLC)
Cause. In addition The Company has the right to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate ExecutiveEmployee’s employment by the Company and this Agreement for Cause (as defined in this Section) effective immediately cause upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s (A) the conviction of the Employee with respect to a felony or (B) a reasonable, good faith determination by the Board of Directors that Executive the Employee has materially neglectedcommitted a crime involving theft, failedfraud, or refused to render dishonesty that has a detrimental impact on Holdings or the Services Company and its subsidiaries or perform any other material duties or obligations under this AgreementAffiliates; (ii) the Employee’s continued failure to perform employment duties reasonably requested by Holdings or the Company (except as a result of sickness, illness or injury); provided that the Company first notifies the Employee in writing describing in reasonable detail the reasons for such non-performance and the Employee has not fully cured such non-performance within thirty (30) days following the date of the Company’s determination notice; provided further however, that Executive if (w) the Company reasonably determines that providing such opportunity to cure to the Employee is reasonably likely to have a material adverse effect on its business, financial condition, results of operations, prospects or assets, (x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has otherwise materially violated previously delivered a notice under this clause (ii); in any provision of this Agreementcase, including(w), (x) or (y), the Company may terminate the Employee’s employment without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedproviding an opportunity to cure; (iii) Executivethe Employee’s conviction for, material violation of Holdings’ or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in the Company’s reasonable judgment) may adversely affect Companywritten policies regarding ethics, the ability of Executive to provide the Servicesanti-discrimination, or any of the other Company Parties (as defined below)equal employment opportunity, and sexual harassment; (iv) any act the Employee’s possession on Holdings’ or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentpremises of any prohibited drug or substance that would amount to a criminal offense; (v) may harm willful misconduct or embarrass, grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected adversely on his public reputation as to prejudice the interest of Holdings or the Company or any if he were to continue to be retained as one of the other Company Partiesits respective employees; or (vvii) any act the Employee’s breach of Sections 3, 4 or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) 5 of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeAgreement.
Appears in 2 contracts
Sources: Employment Agreement (Performance Health Holdings Corp.), Employment Agreement (Performance Health Holdings Corp.)
Cause. In addition to any other rights or remedies available to Company during Termination for “Cause” shall mean termination of the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause because of (as defined in this Sectiona) effective immediately upon delivery any act or omission that constitutes a material breach by the Executive of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or his obligations under this Agreement; (iib) the continued willful failure or refusal of the Executive to substantially perform the duties reasonably required of him as an employee of the Company; (c) any willful and material violation by the Executive of any Federal or state law or regulation applicable to the business of the Company, Parent or any of their respective subsidiaries, or the Executive’s determination conviction of a felony, or any willful perpetration by the Executive of a common law fraud that is materially injurious to the Company; or (d) any other willful misconduct by the Executive has which is materially injurious to the financial condition or business reputation of, or is otherwise materially violated injurious to, the Company, the Parent or any provision of their respective subsidiaries or affiliates; provided, however , that (x) the good faith performance by the Executive of the duties required of him pursuant to this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (ivy) any act or omission of the Executive involving fraud, theft, dishonesty, disloyalty, based upon authority given by or illegality pursuant to an action of the Board or upon the advice of counsel for the Company or (z) any disagreement with respect toto the advisability, timing or that ▇▇▇▇▇ implementation of the sale of any capital stock or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, assets of the Company or any Parent, shall be conclusively presumed not to be willful or to constitute a failure or refusal on the part of the other Company Parties; or Executive (vit being understood that clause (z) any act or omission of Executive constituting the knowing or intentional violation of applicable law above is not intended to be exclusive with respect to, to the extent to which disagreements in policy will be presumed not to be willful or that ▇▇▇▇▇ to constitute a failure or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any refusal on the part of the other Company PartiesExecutive); providedprovided further, however, that with respect if any such Cause relates to clauses (i) and (ii) of the Executive’s obligations under this SectionAgreement, if such breach or violation is susceptible to cure, the Company may shall not terminate the Executive’s employment for Cause hereunder unless the Company provides first gives the Executive with written notice specifying of its intention to terminate and of the grounds for such breach or violation, in reasonable detailtermination, and the Executive fails has not, within 20 business days following receipt of the notice, cured such Cause, to the reasonable satisfaction of the Board, or in the event such Cause is not susceptible to cure or remedy within such breach or violation within fifteen (15) days after receipt of such notice; provided further20-business day period, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a has not taken all reasonable steps within such 20-business day period to cure following noticesuch Cause, to the reasonable satisfaction of the Board, as promptly as practicable thereafter. For purposes of this Section 5.5, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless committed, or omitted, by the Executive in bad faith.
Appears in 2 contracts
Sources: Employment Agreement (Acg Holdings Inc), Employment Agreement (Acg Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause “Cause”, effective as of the date of the Notice of Termination (as defined in this SectionSection 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) effective immediately upon delivery hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, a knowing and willful unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or more of the following duties to the Company which continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof specifying the particular events or conditions which constitute the alleged misconduct or violation and the specific cure requested by the Company and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or Executive’s position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The Company may suspend Executive, and without pay, upon Executive’s indictment for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, at which time Executive will not shall be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to any Severance Benefits. As used herein, “Cause” means any payment by the Company of all Base Salary to which Executive would have otherwise been entitled to during the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt period of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticesuspension.
Appears in 2 contracts
Sources: Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company Employer may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the followingif: (i) CompanyExecutive engages in one (1) or more unsafe or unsound banking practices or material violations of a law or regulation applicable to Employer or any subsidiary; (ii) Executive engages in any repeated violations of a policy of Employer after being warned in writing by the Board or the CEO not to violate such policy; (iii) Executive engages in any single violation of a policy of Employer if such violation materially and adversely affects the business or affairs of Employer; (iv) Executive fails to timely implement a direction or order of the Board or the CEO, unless such direction or order would violate the law; (v) Executive engages in a breach of fiduciary duty or act of dishonesty involving the affairs of Employer; (vi) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act or any other applicable state or federal law; (vii) Executive commits a material breach of Executive’s obligations under this Agreement that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations breached an obligation under this AgreementAgreement (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); (iiviii) CompanyExecutive materially fails to perform Executive’s duties to Employer with the degree of skill, care or competence expected by Employer that Executive fails to remedy to the reasonable satisfaction of Employer within thirty (30) days after written notice is delivered by Employer to Executive that sets forth in reasonable detail the basis for Employer’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) failed to perform Executive’s conviction forduties to Employer (provided that notice and opportunity to cure need not be provided to Executive more than once in any calendar year); or (ix) Executive is found guilty of, or entry of a plea of no contest with respect pleads nolo contendere to, any felony, crime a felony or an act of moral turpitudedishonesty in connection with the performance of Executive’s duties as an officer of Employer, or other crime an act that adversely affects disqualifies Executive under applicable laws, rules or regulations from serving as an officer or director of Employer. Notwithstanding the foregoing, during the first two (2) years following a Change in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties Control (as defined below); (iv) any act or omission , Executive’s termination of employment will not be deemed to be for “Cause” unless and until there will have been delivered to Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any a copy of a resolution duly adopted by the affirmative vote of not less than 75% of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any entire membership of the other Company Parties; providedBoard at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, howevertogether with counsel, that with respect to clauses (ibe heard before the Board) and (ii) finding that, Executive is guilty of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailthe conduct described above, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that specifying the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 2 contracts
Sources: Employment Agreement (First Busey Corp /Nv/), Employment Agreement (First Busey Corp /Nv/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means shall mean a good faith determination by the Board (after providing the Executive with reasonable notice and an reasonable opportunity to be heard in person on the matter) that any of the followingfollowing has occurred: (i) the Executive’s material or habitual failure to follow the reasonable and lawful directions of any superior officer of the Company, provided the direction(s) is not materially inconsistent with the duties or responsibilities of the Executive’s determination position, or a material or habitual failure to perform Executive’s duties with the Company (other than any such failure resulting from the Executive’s Disability) which failure is not cured within ten (10) days after a written demand for performance is delivered to the Executive by the Company which specifically identifies the manner in which the Company believes that the Executive has materially neglected, failed, or refused habitually failed to render perform the Services or perform any other material duties or obligations under this AgreementExecutive’s duties; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s indictment for, conviction forof, or entry of a plea of guilty or nolo contendere or no contest with respect to, : (a) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of moral turpitudethe Company, or other (b) any crime that adversely affects connected with the business of the Company; (iii) the Executive’s engaging in any gross negligence or (gross misconduct in Companyconnection with the performance of Executive’s reasonable judgment) may adversely affect duties hereunder, which is, or is likely to be, materially injurious to the Company, the ability of Executive to provide the Servicesits financial condition, or any of the other Company Parties (as defined below)its reputation; (iv) the Executive’s commission of or engagement in any act or omission of Executive involving fraud, theftmisappropriation, material dishonesty, disloyaltyor embezzlement, whether or illegality not such act was committed in connection with respect tothe business of the Company; (v) the Executive’s breach of fiduciary duty, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or breach of any of the covenants set forth in Sections 6(a)(2) or 6(a)(3) of this Agreement, or material breach of any other Company Partiesprovisions of this Agreement; or (vvi) any act or omission of Executive constituting the knowing or intentional Executive’s violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgment) may harm policy against harassment or embarrassits equal employment opportunity policy, Company or any a material violation of the Company’s code of business conduct or a material violation of any other Company Parties; provided, however, that with respect to clauses (i) and (ii) policy or procedure of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 2 contracts
Sources: Executive Agreement (Pier 1 Imports Inc/De), Executive Agreement (Pier 1 Imports Inc/De)
Cause. In addition Subject to any other rights or remedies available Executive’s failure to Company during cure a breach in the Employment Termmanner and time described below, in its sole discretion the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” shall be limited to a termination for the following acts by Executive: (i) misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of his duties; (iv) any material breach by Executive of any agreement (including this SectionAgreement or the Confidentiality Agreement (as defined in Section 11)) effective immediately upon delivery between Executive and the Company; (v) Executive’s conviction (including any plea of written notice to Executiveguilty or nolo contendere) of any felony, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failedmisdemeanor involving dishonesty or fraud, or refused to render the Services or perform any other material duties criminal act that impairs or obligations under this Agreementcould impair Executive’s ability to perform his or her duties; (iivi) Companythe Executive’s determination that Executive has otherwise materially violated any provision material violation of this AgreementCompany policies, including, without limitation, violation policies on prohibition of Company policies regarding drugs unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and alcoholChief Executive Officer in her reasonable discretion. Anything herein to the contrary notwithstanding, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; as to any termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s conviction foremployment, or entry of setting forth a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any general description of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of grounds for termination and the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails conduct required to cure or remedy such breach or violation within fifteen grounds for termination. The Executive shall have thirty (1530) days after from the receipt of such notice; provided furthernotice within which to cure any such grounds for termination to the satisfaction of the Company, that which shall be determined by the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticein its reasonable discretion.
Appears in 2 contracts
Sources: Employment Agreement (Hemacare Corp /Ca/), Employment Agreement (Hemacare Corp /Ca/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s 's employment for Cause "Cause," effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. "Cause" shall mean, for purposes of this Sectionagreement: (A) effective immediately upon delivery an act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, in each case which is willful and results in material damage to the Company; (B) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), any material, willful and knowing violation by Executive of any of his fiduciary duties to the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (C) self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of Executive (or another person or entity related to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any ) at the expense of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (iiD) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect conviction (or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect nolo contendere to, any felony, crime ) a felony (other than traffic-related offenses or as a result of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowvicarious liability); (ivE) any act or omission willful misconduct as an employee of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or the Company that ▇▇▇▇▇ or embarrasses or (results in Company’s reasonable judgment) may harm or embarrass, material damage to the Company or any of the other Company Partiesits reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (vF) any act or omission willful failure, after written notice from the Company specifying the details of Executive constituting the knowing or intentional violation of applicable law such failure, to attempt to (x) perform Executive's duties in accordance with respect toSection 2 hereof, or that ▇▇▇▇▇ or embarrasses or (in Company’s y) follow the legal and reasonable judgment) may harm or embarrass, Company or any written directions of the other Board, which failure amounts to gross neglect in the performance of his duties to the Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this paragraph to the Company Parties; providedshall also include direct and indirect subsidiaries of the Company, however, that with respect to clauses (i) and (ii) of this Section, if such breach materiality and material adverse impact shall be measured based on the action or violation is susceptible to cure, inaction and the impact upon the Company taken as a whole. The Company may not terminate Executive’s employment for Cause unless Company provides Executive suspend, with written notice specifying such breach or violationpay, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected upon Executive's indictment for the commission of a cure following noticefelony as described under clause (D) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered.
Appears in 2 contracts
Sources: Executive Employment Agreement (Valeant Pharmaceuticals International), Executive Employment Agreement (Icn Pharmaceuticals Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause Cause. For purposes of this Agreement (except as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinset forth below), “Cause” means shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) engaged in or committed willful misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform his duties for a 30-day period after written demand for substantial performance that refers to this paragraph and is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company; (vii) willfully violated his fiduciary duty or his duty of loyalty to the Company or the Company’s Code of Ethical Business Conduct in any material respect; (viii) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (ix) engaged in or committed a material breach of this Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of this paragraph, no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding anything herein to the contrary, for purposes of any termination of employment that occurs within the period that (i) begins with the first to occur of (1) the initial public announcement of a Specified Change of Control (as defined below), or (2) the 90th day preceding a Specified Change of Control and (ii) ends two years following such Specified Change of Control, “Cause” shall instead mean only the occurrence of either or both of the following: (iA) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction forfor committing an act of fraud, or entry of a plea of no contest with respect toembezzlement, any felony, crime of moral turpitudetheft, or other crime that adversely affects act constituting a felony (other than traffic related offenses or (in Company’s reasonable judgment) may adversely affect Company, the ability as a result of Executive to provide the Services, or any of the other Company Parties (as defined belowvicarious liability); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (vB) any act or omission the willful engaging by the Executive in misconduct that is significantly injurious to the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without delivery to the Executive of Executive constituting a notice of termination signed by the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm Chief Executive Officer or embarrass, Company or any Chairman of the other Company Parties; providedBoard stating that in the good faith opinion of the officer signing such notice, however, that with respect to clauses (i) and (ii) the Executive has engaged in or committed conduct of the nature described in this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailparagraph, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that specifying the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 2 contracts
Sources: Employment Agreement (Ahny-Iv LLC), Employment Agreement (Apria Healthcare Group Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm learning of such act or embarrass, Company acts or any of failure or failures to act. Executive shall have 20 days after the other Company Parties; provided, however, date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within fifteen (15) 25 days after receipt of such notice; notice to Executive, provided furtherhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, that within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of Company the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition to Notwithstanding any other rights or remedies available to Company during the Employment Termprovisions of this Agreement, in its sole discretion Company Bank and/or Corporation may terminate Executive’s employment hereunder for Cause (as defined “Cause.” As used in this Section) effective immediately upon delivery of written notice Agreement, Bank and/or Corporation shall have Cause to terminate Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following’s employment hereunder upon: (i) Companythe willful failure by Executive to substantially perform his duties hereunder (other than a failure resulting from Executive’s determination that Executive has materially neglectedincapacity because of physical or mental illness, failed, or refused to render the Services or perform any other material duties or obligations under this Agreementas provided in Section 12(b) hereof); (ii) Company’s determination that the willful engaging by Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect misconduct injurious to Corporation or subsequently promulgated or revisedBank; (iii) the willful violation by Executive of the provisions of Sections 3, 8, 9 or 11 hereof; (iv) the dishonesty or gross negligence of Executive in the performance of his duties; (v) the breach of Executive’s fiduciary duty involving personal profit; (vi) the violation of any law, rule or regulation governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority; (vii) conduct on the part of Executive which brings public discredit to Corporation or Bank; (viii) unlawful discrimination by Executive, including harassment against Corporation’s or Bank’s employees, customers, business associates, contractors or visitors; (ix) theft or abuse by Executive of Corporation’s or Bank’s property or the property of Corporation’s or Bank’s customers, employees, contractors, vendors or business associates; (x) failure of Executive to follow the good faith lawful instructions of the Board of Directors of Corporation or Bank with respect to its operations and a failure to cure such violation within five (5) working days of notice from the Board of Directors of such failure; (xi) the direction or recommendation of a state or federal bank regulatory authority to remove Executive’s position with Corporation and/or Bank as identified herein; (xii) any final removal or prohibition order to which Executive is subject, by a federal banking agency pursuant to Section 8(e) or Section 8(g) of the Federal Deposit Insurance Act, or a state banking agency pursuant to Pennsylvania Law; (xiii) Executive’s conviction for, of or entry of a plea of no contest with respect to, any guilty or nolo contendere to a felony, crime of falsehood or a crime involving moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability actual incarceration of Executive to provide the Services, or any of the other Company Parties (as defined below)Executive; (ivxiv) any act of fraud, misappropriation or personal dishonesty; (xv) insubordination; (xvi) misrepresentation of a material fact, or omission of information necessary to make the information supplied not materially misleading, in an application or other information provided by Executive involving fraud, theft, dishonesty, disloyalty, to Bank or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company Corporation or any representative of Bank or Corporation in connection with Executive’s employment with Bank or Corporation; (xvii) the other Company Partiesexistence of any material conflict between the interests of Corporation and Executive that is not disclosed in writing by Executive to Bank or Corporation and approved in writing by the Board of Directors of Bank or Corporation; or (vxviii) any act an action by Executive that is clearly contrary to the best interests of Bank or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCorporation.
Appears in 2 contracts
Sources: Executive Employment Agreement (Fidelity D & D Bancorp Inc), Executive Employment Agreement (Fidelity D & D Bancorp Inc)
Cause. In addition The Company shall have the right to any other rights terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean (i) habitual drug or remedies available alcohol use which impairs the ability of Executive to Company perform his duties hereunder; (ii) Executive’s conviction during the Employment TermPeriod by a court of competent jurisdiction, or a pleading of “no contest” or guilty to a felony or the equivalent if outside the United States; (iii) Executive’s engaging in its sole discretion fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company or any other member of the Group; (iv) Executive willfully violating the Restrictive Covenants set forth in Section 9 of this Agreement; (v) Executive’s willful failure or refusal to perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties; (vi) Executive otherwise breaches any material provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within 10 days after written notice thereof; or (vii) Executive’s willful misconduct which is directly related to the employment relationship and which has a material and detrimental effect on the Company or the Group. No act or failure to act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the Board, unless Executive in good faith believes such directives are illegal and Executive promptly notifies the Board thereof. The Company shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice and such action shall not give Executive Good Reason to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticehis employment.
Appears in 2 contracts
Sources: Employment Agreement (Max Capital Group Ltd.), Employment Agreement (Max Capital Group Ltd.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate ExecutiveEmployee’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of by written notice to Executiveat any time. For purposes of this Agreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the following: shall mean Employee’s (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the Company’s determination that Executive has otherwise materially violated ; (iv) breach of any provision term of this Agreement, including, without limitation, violation by virtue of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive failing to provide the Servicesat least 30 days’ advanced written notice of resignation as required by Section 5(f), or any agreement governing any of the other Company Parties long-term incentive compensation or equity compensation awards granted to Employee by the Company, its affiliates or any of their respective predecessors (as defined belowthe “Equity Compensation”), or breach of his fiduciary duties to the Company; (ivv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltywillful act, or illegality failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with respect to, a governmental or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, internal investigation of the Company or any of its directors, managers, officers or employees, if the other Company Partiesrequests his cooperation; (vii) failure to follow the Company’s code of conduct or ethics policy; and (vviii) any act conviction of, or omission plea of Executive constituting the knowing or intentional violation of applicable law with respect nolo contendere to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company a felony or any of serious crime; provided that, the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive will provide Employee with written notice specifying such breach or violationdescribing the facts and circumstances that the Company believes constitutes Cause and, in reasonable detailcases where cure is possible, and Executive fails Employee shall first be provided a 15-day cure period. If, subsequent to cure Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or remedy such breach or violation within fifteen (15) days after receipt of such notice; events that could give rise to the termination for Cause, be deemed to have been terminated for Cause retroactively to the date the events giving rise to Cause occurred, provided further, that the Board Company’s ability to deem an Employee’s employment under this sentence to be terminated for Cause shall lapse upon a Change of Company shall have Control (as defined in the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany’s 2016 Omnibus Incentive Compensation Plan).
Appears in 2 contracts
Sources: Employment Agreement (XPO Logistics, Inc.), Employment Agreement (XPO Logistics, Inc.)
Cause. In addition Subject to any other rights or remedies available Executive’s failure to Company during cure a breach in the Employment Termmanner and time described below, in its sole discretion the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” shall be limited to a termination for the following acts by Executive: (i) misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of his duties; (iv) any material breach by Executive of any agreement (including this SectionAgreement or the Confidentiality Agreement (as defined in Section 11)) effective immediately upon delivery between Executive and the Company; (v) Executive’s conviction (including any plea of written notice to Executiveguilty or nolo contendere) of any felony, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failedmisdemeanor involving dishonesty or fraud, or refused to render the Services or perform any other material duties criminal act that impairs or obligations under this Agreementcould impair Executive’s ability to perform his or her duties; (iivi) Companythe Executive’s determination that Executive has otherwise materially violated any provision material violation of this AgreementCompany policies, including, without limitation, violation policies on prohibition of Company policies regarding drugs unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and alcoholCEO in her reasonable discretion. Anything herein to the contrary notwithstanding, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; as to any termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s conviction foremployment, or entry of setting forth a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any general description of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of grounds for termination and the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails conduct required to cure or remedy such breach or violation within fifteen grounds for termination. The Executive shall have thirty (1530) days after from the receipt of such notice; provided furthernotice within which to cure any such grounds for termination to the satisfaction of the Company, that which shall be determined by the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticein its reasonable discretion.
Appears in 2 contracts
Sources: Employment Agreement (Hemacare Corp /Ca/), Employment Agreement (Hemacare Corp /Ca/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm learning of such act or embarrass, Company acts or any of failure or failures to act. Executive shall have 20 days after the other Company Parties; provided, however, date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided furtherconduct, that Executive shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause (as defined in at any time, with Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means shall mean the occurrence of any of the following: (i) Companythe Executive’s determination failure (except where due to a disability contemplated by subsection (b) hereof), neglect or refusal to perform his duties hereunder, (ii) any breach of this Agreement by the Executive (or any grossly negligent, willful or intentional act of the Executive) that injures the reputation or business of the Company or its affiliates in any material respect; (iii) material breach by the Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of Executive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) the Executive’s indictment of, conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; (vii) the commission by the Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors 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 pursuant to clause (i), (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement), including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of this Section 6(c) unless the Executive involving fraudhas failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such activity, theftwhich notice shall specifically set forth the nature of such activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any the termination of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall be pursuant to cure or remedy such breach or violation within fifteen (15) days after receipt the action of such notice; provided further, that the Board of Company Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s termination for Cause as set forth above, Executive shall have the sole discretion not be entitled to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeany severance compensation.
Appears in 2 contracts
Sources: Employment Agreement (Sotherly Hotels Lp), Employment Agreement (MHI Hospitality CORP)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not Holdings shall be entitled to any Severance Benefitsterminate Executive's employment for "Cause" without prior written notice. As used hereinFor purposes of this Agreement, “"Cause” means any of the following" shall mean: (i) Company’s determination that Executive has materially neglected, failed, wrongful misappropriation of Holdings' or refused to render the Services or perform any other of its Subsidiaries' assets of a material duties or obligations under this Agreementvalue; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect alcoholism or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect todrug addiction, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, which materially impairs the ability of Executive to provide perform his duties and responsibilities hereunder or is seriously injurious to the Servicesbusiness of Holdings and its Subsidiaries; (iii) the conviction of, or any of the other Company Parties (as defined below)pleading "guilty" or "no contest" to, a felony; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company intentionally causing Holdings or any of the other Company Partiesits Subsidiaries to violate a material local state or federal law in any material respect; or (v) any act gross negligence or omission willful misconduct in the conduct or management of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or Holdings and its Subsidiaries not remedied within thirty (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (1530) days after receipt of such noticewritten notice from Holdings which materially affects Holdings or any of its Subsidiaries; provided further(vi) willful refusal to comply with any significant, that lawful and proper policy, directive or decision of the Board in furtherance of Company shall have a legitimate business purpose or willful refusal to perform the sole discretion duties reasonably assigned to determine whether such a breach or violation is subject to cureExecutive by the Board consistent with Executive's functions, duties and responsibilities set forth in Section 2, in each case, in any material respect, and only if sonot remedied within thirty (30) days after receipt of written notice from Holdings; or (vii) breach by Executive of this Agreement, whether in any material respect, not remedied within thirty (30) days after receipt of written notice from Holdings. In the event of a termination "with Cause" pursuant to the provisions of clauses (i) through (vii) above, inclusive, Executive successfully effected a cure following noticeshall be entitled to no severance or other termination benefits, except as provided in Section 9(a).
Appears in 2 contracts
Sources: Employment Agreement (New York & Company, Inc.), Employment Agreement (New York & Company, Inc.)
Cause. In addition The Executive's employment may be terminated by the Company for Cause. For purposes of this Agreement, the Company will have "Cause" to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate Executive’s 's employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: upon:
(i) Company’s determination that Executive has materially neglectedthe Executive's indictment for any crime involving monies or other property or any felony, failedcrime or any offense of moral turpitude, or refused his commission of fraud, embezzlement, theft, dishonesty, willful misconduct or deliberate injury to render the Services Company or perform any other material duties or obligations under this Agreement; its subsidiaries;
(ii) the Executive's intentional or grossly negligent refusal or failure to perform his duties or carry out directions of the Company’s determination that Executive has otherwise materially violated 's Board, which refusal or failure remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period;
(iii) the Executive's breach of any of his fiduciary duties to the Company or making of a willful misrepresentation or omission, which breach or misrepresentation or omission might reasonably be expected to have a material adverse effect on the Company's business and which remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach or misrepresentation or omission, or recurs within such period;
(iv) the Executive's breach of any material provision of this Agreement, includingwhich breach, without limitationif curable, violation remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction forthe breach, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)recurs within such period; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or or
(v) any act misappropriation by the Executive of funds or omission property of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any affiliate of the Company. Any termination for "Cause" will not be in limitation of any other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach right or violation is susceptible to cure, remedy the Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach have under this Agreement or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeotherwise.
Appears in 2 contracts
Sources: Employment Agreement (Orion Healthcorp Inc), Employment Agreement (Orion Healthcorp Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment during the Employment Period for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefitsor without Cause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includinga termination shall be considered to be for “Cause” if it occurs in conjunction with a good faith determination by the Board, without limitationafter following the substantive and procedural provisions and applying the standard of review set forth on Exhibit A to this Agreement, violation that any of Company policies regarding drugs and alcoholthe following has occurred:
(i) Executive’s conviction of or plea of nolo contendere to a felony or other crime involving fraud, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now dishonesty or moral turpitude;
(ii) Executive’s misconduct in the performance of his or her duties which results in a material adverse effect or subsequently promulgated or revised; to the Company;
(iii) Executive’s conviction for, violation or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any disregard of the other Company Parties (as defined below); code of business conduct which results in a material adverse effect to the Company;
(iv) any act Executive’s violation or omission disregard of Executive involving frauda Company policy, theft, dishonesty, disloyalty, standard or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (process which results in a material adverse effect to the Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or or
(v) any act Executive’s habitual or omission gross neglect of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesduties; provided, however, that for purposes of clauses (ii) and (v), Cause shall not include any one or more of the following:
(A) bad judgment or negligence, other than Executive’s habitual neglect of duties or gross negligence;
(B) any act or omission believed by Executive in good faith, after reasonable investigation, to have been in or not opposed to the interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled);
(C) any act or omission with respect to which a determination could properly have been made by the Board that Executive had satisfied the applicable standard of conduct for indemnification or reimbursement under the Company’s by-laws, any applicable indemnification agreement, or applicable law, in each case as in effect at the time of such act or omission; or
(D) after the Effective Date, failure to meet performance goals, objectives or measures following good faith efforts to meet such goals, objectives or measures; and further provided that, for purposes of clauses (ii) through (v) if an act, or a failure to act, which was done, or omitted to be done, by Executive in good faith and with a reasonable belief, after reasonable LEGAL02/21751871v13 investigation, that Executive’s act, or failure to act, was in the best interests of the Company or was required by applicable law or administrative regulation, such breach shall not constitute Cause if, within 10 business days after Executive is given written notice of such breach that specifically refers to this Section 5(b), Executive cures such breach to the fullest extent that it is curable. With respect to the above definition of “Cause,” no act or conduct by Executive will constitute “Cause” if Executive acted: (i) and in accordance with the instructions or advice of counsel representing the Company or there was a conflict such that Executive could not consult with counsel representing the Company, or (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeas required by legal process.
Appears in 2 contracts
Sources: Change in Control and Restrictive Covenant Agreement (Williams Companies, Inc.), Change in Control and Restrictive Covenant Agreement (Williams Companies Inc)
Cause. Thirty (30) days after written notice by the Company to the Executive of a termination for Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In addition to any other rights or remedies available to the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company during delivers notice of such termination for Cause. “Cause” shall mean the Employment Term, in its sole discretion Company may terminate Company’s termination of the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means with the Company or any of the followingits subsidiaries as a result of: (i) Companyfraud, embezzlement or any willful act of material dishonesty by the Executive in connection with or relating to the Executive’s determination that employment with the Company or any of its subsidiaries; (ii) theft or misappropriation of property, information or other assets by the Executive has materially neglectedin connection with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected to result in material loss, faileddamage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the Executive’s conviction, guilty plea, no contest plea, or refused similar plea for any felony or any crime that results in or could reasonably be expected to render result in material loss, damage or injury to the Services Company and its subsidiaries, their goodwill, business or reputation; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the ability of Executive to perform any other the Executive’s material duties hereunder; (v) the Executive’s material breach of a material Company policy, or material breach of a Company policy that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any of his obligations under this Agreement; or (iivii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction forrepeated insubordination, or entry refusal (other than as a result of a plea of no contest Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by the CEO which are consistent with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Executive’s position with the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, howeverthat, that with respect to for clauses (i) and – (iivii) of this Sectionabove, if such breach or violation is susceptible to cure, the Company may not terminate Executive’s employment for Cause unless Company provides Executive with delivers written notice specifying such breach or violation, in reasonable detail, and to Executive fails of the condition giving rise to cure or remedy such breach or violation Cause within fifteen ninety (1590) days after receipt the Company becomes aware of such notice; provided furtherits initial occurrence. For avoidance of doubt, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebeing deemed an Unsuitable Person, as defined in that certain Amended and Restated Articles of Incorporation of the Company as in effect on the Effective Date (an “Unsuitable Person”), shall not independently constitute Cause (but any circumstances giving rise to the Executive being deemed an Unsuitable Person shall constitute Cause to the extent such circumstances are grounds provided in clauses (i) – (vii) above).
Appears in 2 contracts
Sources: Executive Employment Agreement (DraftKings Inc.), Executive Employment Agreement (DraftKings Inc.)
Cause. In addition The Company shall be entitled to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in “Cause.” For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of shall mean that the followingExecutive: (i) Companypleads “guilty” or “no contest” to or is convicted of an act which is defined as a felony under federal or state law or as a crime under federal or state law which involves Executive’s determination that Executive has materially neglected, failed, fraud or refused to render the Services or perform any other material duties or obligations under this Agreementdishonesty; (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or has plans to operate; (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of his duties hereunder, (vi) harasses or discriminates against the Company’s determination that Executive has otherwise materially violated any provision of this Agreementemployees, includingcustomers, without limitation, or vendors in violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedwith respect to such conduct; (iiivii) Executive’s conviction for, or entry engages in any conduct that is reasonably likely to cause harm to the reputation of the Company; (viii) makes a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects material disclosure as defined by Section 10(a) or (in Company’s reasonable judgmentix) may adversely affect Company, materially breaches any term of this Agreement. In the ability of Executive to provide the Services, or event any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (occurrences in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate his employment, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation be given within fifteen sixty (1560) days after receipt the Board knew of such notice; provided furtheracts or failures to act. In the event such notice is timely given by the Company, the Executive shall have thirty (30) days after the date that the Board notice is given in which to cure such conduct, to the extent such cure is possible. For the avoidance of Company shall have doubt, any of the sole discretion occurrences constituting Cause set forth in clauses (i), (ii) and (v) above cannot be cured. No act or failure to determine whether such a breach act on Executive’s part will be considered “willful” unless done, or violation is subject omitted to cure, be done by Executive not in good faith and if so, whether without reasonable belief that his action or omission was in the Executive successfully effected a cure following noticebest interests of the Company.
Appears in 2 contracts
Sources: Employment Agreement (Empire Resorts Inc), Employment Agreement (Empire Resorts Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) CompanyExecutive’s determination that Executive has materially neglectedconviction, failedwhether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a charge of any crime involving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or refused to render the Services moral turpitude; or perform (b) on any other material duties felony or obligations under this Agreementmisdemeanor charge; (ii) Company’s determination that any act or omission by Executive has otherwise materially violated involving dishonesty, disloyalty, or fraud with respect to any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe SFI; (iii) Executive’s conviction for, or entry breach of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive fiduciary duty to provide the Services, or any of the other Company Parties (as defined below)SFI; (iv) any act or omission of Executive involving fraudExecutive’s substantial, theft, dishonesty, disloyaltywillful, or illegality with respect torepeated disregard of the lawful and reasonable directives of the Board or the Compensation Committee clearly communicated in writing to Executive, provided that if such disregard is capable of remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (v) a breach by Executive of any non-solicitation or that ▇▇▇▇▇ or embarrasses or (other restrictive covenant set forth in Company’s reasonable judgment) may harm or embarrass, Company or any agreement between Executive and any of the other SFI, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company Partiesin which to remedy such disregard; (vi) Executive’s gross negligence or willful misconduct with respect to any of the SFI or its customers, clients, contractors, and/or vendors; (vii) the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with the Company (either permanently or for a period exceeding one hundred eighty (180) days); (viii) violation of the Company’s policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or substance abuse while performing services for the Company; or (vx) any act abandonment or omission gross dereliction of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticework duties.
Appears in 2 contracts
Sources: Employment Agreement (Sea Forrest International Ltd.), Employment Agreement (Sea Forrest International Ltd.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Companya willful failure by Executive to substantially perform Executive’s determination that Executive has materially neglectedduties as an employee, failedother than a failure resulting from the Executive’s complete or partial incapacity due to physical or mental illness or impairment, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination a willful act by Executive that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee constitutes misconduct, whether now in effect or subsequently promulgated or revised; (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 Executive’s conviction forduties, or entry (iv) a material violation by Executive of a plea federal or state law or regulation applicable to the business of no contest with respect tothe Company, any felony, crime (v) a willful violation of moral turpitude, a material Company employment policy or other crime that adversely affects or (in the Company’s reasonable judgment) may adversely affect Company▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (ivvi) any act or omission of by Executive involving constituting dishonesty (other than a good faith expense account dispute) or fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, to the Company or any of its affiliates, which is injurious to the other Company Parties; or (v) any act or omission financial condition of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates or is injurious to the other business reputation of the Company Parties; providedor any of its affiliates, however(vii) Executive’s failure to cooperate with the Company in connection with any actions, that with 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 Executive’s own interest, or (viii) Executive’s conviction or plea of guilty or no contest to a felony. Executive shall not be considered to have committed an act included in the definition of “Cause” above if Executive fails to meet performance goals established by the Company’s Board of Directors or if Executive otherwise fails to meet the performance expectations of the Company’s Board of Directors (as opposed to any act of misconduct described above in the definition of Cause). With respect to clauses (i) ), (ii), (iii),(iv), (v), (vi), and (iivii), the Executive shall be given thirty (30) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails days to cure or remedy such breach or violation within fifteen (15) days misconduct after receipt notice from the Company of the specific facts of such notice; provided further, that misconduct and the specific steps necessary to cure such misconduct. Any determination of Cause shall be made by a majority of the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether Directors after giving the Executive successfully effected a cure following noticethe opportunity to present to the Board of Directors with Executive’s counsel.
Appears in 2 contracts
Sources: Severance and Change of Control Agreement (Phoenix Technologies LTD), Severance and Change of Control Agreement (Phoenix Technologies LTD)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means for termination shall mean a determination by the Board of Directors in good faith that any of the followingfollowing events has occurred: (i) Company’s determination that indictment of the Executive has materially neglected, failedof, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, guilty or nolo contendere by the Executive to any felony, crime of or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or other crime that adversely affects or property of the REIT, DiamondRock Hospitality Limited Partnership (in Company’s reasonable judgmentthe “Operating Partnership”) may adversely affect Companyand their subsidiaries (the REIT, the ability Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Executive to provide Company property for personal purposes; (iii) the ServicesExecutive's willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or any gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the other Company Parties (as defined below)Board of Directors; (iv) any act or omission of the Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the other Company PartiesExecutive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) any act willful failure to cooperate with a bona fide internal investigation or omission of Executive constituting an investigation by regulatory or law enforcement authorities, after being instructed by the knowing or intentional violation of applicable law with respect toREIT to cooperate, or that ▇▇▇▇▇ the willful destruction or embarrasses failure to preserve documents or (other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in Company’s reasonable judgment) may harm or embarrass, Company or any good faith and in the best interests of the other Company PartiesDiamondRock Group. The cessation of employment of the Executive shall not be deemed to be 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 the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, however, that with respect to clauses (i) and (ii) if the Executive is a member of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cureDirectors, and if so, whether the Executive successfully effected a cure following noticeshall not vote on such resolution.
Appears in 2 contracts
Sources: Severance Agreement (DiamondRock Hospitality Co), Severance Agreement (DiamondRock Hospitality Co)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the _____ Executive’s 's employment in the event there occurs one or more of the following events that has not been cured (if curable) within thirty (30) days after written notice thereof has been given by the Company to the Executive ("Cause"); provided that the Company shall have delivered a written notice to the Executive within 120 days of its having actual knowledge of the occurrence of any of such events stating that the Company intends to terminate the Executive's employment for Cause and specifying the factual basis for such termination:
(i) the willful failure by the Executive to perform substantially the Executive's duties as defined in this Section) effective immediately upon an employee of the Company (other than due to physical or mental illness or after the delivery of a Notice of Termination for Good Reason by the Executive pursuant to subsection (f) of this Section 6);
(ii) the Executive's engaging in misconduct that is materially injurious to the Company or any subsidiary or any affiliate of the Company;
(iii) the Executive's having been convicted of, or entered a plea of nolo contendere to, a crime ____ __________ that constitutes a felony;
(iv) the material breach by the Executive of any written notice covenant or agreement not to compete with the Company or any subsidiary or any affiliate; or
(v) the breach by the Executive of his duty of loyalty to the Company which shall include, without limitation (A) the disclosure by the Executive of any confidential information pertaining to the Company or any subsidiary or any affiliate of the Company, other than (x) in the ordinary course of the performance of his duties on behalf of the Company or (y) pursuant to a judicial or administrative subpoena from a court or governmental authority with jurisdiction over the matter in question, (B) the harmful interference by the Executive in the business or operations of the Company or any subsidiary or any affiliate of the Company, (C) any attempt by the Executive to induce any employee, insurance agent, insurance broker or broker-dealer of the Company or any subsidiary or any affiliate to be employed or perform services elsewhere, other than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, (D) any attempt by the Executive to solicit the trade of any customer or supplier, or prospective customer or supplier, of the Company on behalf of any person other than the Company or a subsidiary thereof, other than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, provided, ________ however, that this provision shall only apply to any _______ product or service which is in competition with a product or service of the Company or any subsidiary or affiliate thereof or (E) following the Merger Date, any breach or violation of the Company's Code of Conduct, as amended from time to time sufficient to warrant a for Cause termination consistent with the Company's past practice, consistently applied. Notwithstanding the foregoing, (x) the failure of the Executive, the Company, U.S. Healthcare or the Business to achieve any particular level of performance shall not, in and Executive will not of itself, constitute Cause hereunder, (y) neither a breach of the Executive's duty of loyalty to the Company as described in subclause (A) nor a breach of the Company's Code of Conduct as described in subclause (E) shall constitute Cause hereunder unless such breach has had or could reasonably be entitled expected to any Severance Benefits. As used herein, “Cause” means have a significant adverse effect on the business or reputation of the Company and (z) the occurrence of any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Sectionevents described above, if such breach done inadvertently or violation is susceptible to cureof de minimis effect, Company may shall not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeconstitute "Cause".
Appears in 2 contracts
Sources: Employment Agreement (Aetna Inc), Employment Agreement (Aetna Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s your employment at any time for Cause (as defined in “Cause”. For the purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the Company shall have “Cause” means any of the following: to terminate your employment hereunder upon (i) Company’s determination that Executive has materially neglectedyour indictment, failed, conviction of or refused plea of nolo contendere to render the Services a felony or perform any other material duties crime involving deceit, dishonesty, fraud or obligations under this Agreementmoral turpitude; (ii) your engaging in conduct which brings, or if publicly known would bring, the Company into public disrepute or disgrace and which the Board believes has had or will have a detrimental effect on the Company’s determination reputation or business; (iii) your engaging in an act of gross negligence or willful misconduct in the performance of your employment obligations and duties, and/or your violation of the Company’s corporate ethics policies, in any such case that Executive has otherwise materially violated had or will have a material adverse effect on the Company’s reputation or business; (iv) your making any provision false, disparaging or malicious statement, oral or written, about the Systemax Companies or any director, officer or employee of the Systemax Companies which is injurious to the business or operations of any of the Systemax Companies, or which may in any material respect interfere with the goodwill of any of the Systemax Companies or its relations with customers or suppliers; (v) your committing an act of embezzlement of or fraud against, or theft or misappropriation of property belonging to, the Company, or your engaging in any intentional “kickback” scheme involving the Company’s vendors; (vi) your breach of your covenants under Sections 6, 7 and 8 of this Agreement, includingwhich, without limitationto the extent curable, violation is not cured within 30 days of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partieswritten notice thereof; or (vvii) any act or omission following thirty (30) days notice and opportunity to cure (to the extent curable) during such thirty (30) day period, you (a) repeatedly fail to perform the material duties of Executive constituting your office as described in this Agreement and/or as reasonably directed by the knowing or intentional violation of applicable law with respect to, or Reporting Person in writing (provided that ▇▇▇▇▇ or embarrasses mere poor job performance shall not be considered such failure ) or (in Company’s reasonable judgmentb) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) you commit a material breach of this SectionAgreement, which, if such breach or violation curable, is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with cured within 30 days of written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereof.
Appears in 2 contracts
Sources: Employment Agreement (Systemax Inc), Employment Agreement (Systemax Inc)
Cause. In addition to any other rights or remedies available to Company during For purposes of this Agreement, the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, term “Cause” means any of the followingmeans: (i) Companythe Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement“Disability” (as hereinafter defined); (ii) Company’s determination that an action or failure to act by the Executive has otherwise materially violated any provision constituting fraud, misappropriation or damage to the property or business of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Corporation; (iii) Executive’s conviction forconduct by Executive that amounts to fraud, personal dishonesty or entry breach of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)fiduciary duty; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltyExecutive’s conviction (from which no appeal may be, or illegality is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s breach of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or of any confidential information of any other party to whom the Executive owes an obligation of nondisclosure as a result of his relationship with respect tothe Corporation; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material adverse effect on the Corporation, or as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that ▇▇▇▇▇ or embarrasses or Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a reasonable period (but in Companyno event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; (x) Executive’s reasonable judgment) may harm or embarrass, Company or material breach of any of the other Company PartiesCorporation’s written policies; or (vxi) the issuance of any act or omission order by the Maryland Commissioner of Executive constituting Financial Regulation, the knowing or intentional violation of applicable law with respect toFederal Deposit Insurance Corporation, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have Governors of the sole discretion to determine whether such a breach Federal Reserve System, or violation is subject to cure, and if so, whether any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive successfully effected with the Corporation. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act or failure to act that is based upon authority given pursuant to a cure following noticeresolution duly adopted by the Board, or upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interest of the Corporation.
Appears in 2 contracts
Sources: Change in Control Agreement (Shore Bancshares Inc), Change in Control Agreement (Shore Bancshares Inc)