Common use of Cause Clause in Contracts

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 8 contracts

Samples: Employment Agreement (Edgen Murray II, L.P.), Employment Agreement (Edgen Murray LTD), Employment Agreement (Edgen Louisiana CORP)

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Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment at any time for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company or one of fraudits subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), misappropriation or embezzlement or after a written demand for substantial performance is delivered to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. 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 reasonable belief that the Executive’s habitual drunkenness act or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. 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 two-thirds of the entire membership of the Board of Directors of EDGEN; (vnot including the Executive) the material breach by after reasonable notice is provided to the Executive of this Agreement; or and the Executive is given an opportunity (vi) an act of gross neglect or gross or willful misconduct that relates together with separate counsel if the Board requests its counsel to be present), to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard, finding that, in its reasonable discretionthe good faith opinion of the Board, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections has engaged in the conduct described in subparagraph (iiii), (vii), (iii) and/or or (viiv) hereofabove, then and specifying the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Appears in 8 contracts

Samples: Employment Agreement (Nuveen Asset Management), Employment Agreement (Nuveen Asset Management), Employment Agreement (Nuveen Investments Holdings, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of at least two-thirds of the members of the Board of Directors of the Company at a meeting duly called and held upon at least 15 days' prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" (and at which meeting Executive and his counsel were entitled to be present and given reasonable opportunity to be heard) because of (i) a Executive's conviction ofof any felony (whether or not involving the Company or any of its subsidiaries) involving moral turpitude which subjects, a plea or if generally known, would subject, the Company or any of nolo contendereits subsidiaries to public ridicule or embarrassment, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission fraud or other willful misconduct by Executive in respect of a fraudulent act his obligations under this Agreement, or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful refusal or continuing failure to attempt, without proper cause and, other than by the Executive reason of illness, to follow the lawful directions of the Board of Directors following thirty days' prior written notice to Executive of EDGEN; (iv) his refusal to perform, or failure to attempt to perform such duties and which during such thirty day period such refusal or failure to attempt is not cured by the Executive’s habitual drunkenness or use of illegal substances. "Cause" shall not include a bona fide disagreement over a corporate policy, each so long as determined in the reasonable discretion of Executive does not willfully violate on a continuing basis specific written directions from the Board of Directors of EDGEN; (v) Directors, which directions are consistent with the material breach by the Executive provisions of this Agreement; . Action or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the inaction by Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then not be considered "willful" unless done or omitted by him intentionally and without his reasonable belief that his action or inaction was in the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice Company, and shall not include failure to cure the breach specified therein, if capable act by reason of being cured, total or partial incapacity due to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodphysical or mental illness.

Appears in 8 contracts

Samples: Employment Agreement (Genesis Health Ventures Inc /Pa), Employment Agreement (Genesis Health Ventures Inc /Pa), Employment Agreement (Genesis Health Ventures Inc /Pa)

Cause. EDGEN may, at any time and in its sole discretion, terminate Immediately upon written notice by the Executive’s employment for Cause (as herein defined) by delivery Company to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for Cause. “Cause” shall mean (i) a Executive’s conviction of, of (or a plea of guilty or nolo contenderecontendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a guilty plea determination by a majority of the Board in good faith that Executive has (A) willfully and continuously failed to perform substantially the Executive’s duties (other than any such failure resulting from the Executive’s Disability or confession incapacity due to bodily injury or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, (B) engaged in illegal conduct, an act of dishonesty or gross misconduct, in each case which is in the course of the Executive’s employment and materially injurious to the Company, or (C) willfully violated a material requirement of the Company’s code of conduct or the Executive’s fiduciary duty to the Company. 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 to an act in bad faith and without reasonable belief that the Executive’s action or omission was in, or not opposed to, the best interests of fraudthe Company. Notwithstanding the foregoing, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent Cause shall not include any act or practice by omission of which the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions Audit Committee of the Board (or the full Board) has had actual knowledge of Directors of EDGEN; (iv) all material facts related thereto for at least 90 days without asserting that the Executive’s habitual drunkenness act or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodomission constitutes Cause.

Appears in 7 contracts

Samples: Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp), Executive Employment Agreement (Kaman Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions 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. 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 three- quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. (12) month period.c)

Appears in 7 contracts

Samples: Change of Control Employment Agreement Agreement (First Security Corp /Ut/), Change of Control Employment Agreement Agreement (First Security Corp /Ut/), Change of Control Employment Agreement Agreement (First Security Corp /Ut/)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea willful act of nolo contendere, a guilty plea or confession personal dishonesty taken by the Executive Employee in connection with his responsibilities as an employee and intended to an act result in substantial personal enrichment of fraudthe Employee, misappropriation or embezzlement or to a felony; (ii) Employee being convicted of, or pleading nolo contendere to, a felony that is materially and demonstrably injurious to the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; Company, and (iii) following delivery to the willful failure Employee of a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that the Employee has not substantially performed his duties, continued violations by the Executive Employee of the Employee’s obligations to follow the directions Company which are demonstrably willful and deliberate on the Employee’s part. For the purposes of this Section 5(a), no act or failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that the act or omission was in or not opposed to 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 of Directors 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 in good faith and in the best interests of the Company. Notwithstanding anything herein to the contrary, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Company at a meeting of the Board of Directors of EDGEN; called and held for the purpose (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates after reasonable notice to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems Employee and an opportunity for the Employee with Employee’s counsel to be heard before the Board) finding that in the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure Board the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being Employee was properly terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCause.

Appears in 6 contracts

Samples: Change of Control Severance Agreement (Microchip Technology Inc), Change of Control Severance Agreement (Microchip Technology Inc), Change of Control Severance Agreement (Microchip Technology Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate The Company may Terminate the Executive’s employment for Cause (as herein defined) by delivery to Employment of the Executive of a Termination Notice specifying during the nature of such Employment Period for Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession repeated violations by the Executive of the Executive’s obligations under Section 3(a) of this Agreement (other than as a result of incapacity due to an act physical or mental illness) which are demonstrably willful and deliberate on the Executive’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of fraud, misappropriation the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or embezzlement or to a felony; (ii) the commission conviction of the Executive of a fraudulent act felony involving moral turpitude. For purposes of this Section 4(b), no act, or practice 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 affecting EDGEN and/or Parent; 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 authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company (iiior any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) the willful failure 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 follow be for Cause unless and until there shall have been delivered to the directions Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) excluding the Executive’s habitual drunkenness or use , if the Executive is a member of illegal substances, each as determined in the reasonable discretion Board) at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel for the Executive, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have committed the right to cure any such breach only one (1conduct described in Section 4(b)(i) time or 4(b)(ii), and specifying the particulars thereof in any twelve (12) month perioddetail.

Appears in 5 contracts

Samples: Employment Agreement (Johnson Controls Inc), Employment Agreement (Johnson Controls Inc), Control Executive Employment Agreement (Johnson Controls Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause (as herein defined) by delivery to during the Executive of a Termination Notice specifying the nature of such Employment Period either with or without Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) Executive’s continued intentional failure or refusal to materially abide by the terms and conditions of this Agreement or perform substantially Executive’s assigned duties (other than as a result of total or partial mental or physical incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the course of Executive’s employment with the Company; (iii) Executive’s conviction of, a or plea of guilty or nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or contendere to a felony or a crime (other than a felony; (ii) that involves moral turpitude or a breach of trust or fiduciary duty owed to the commission Company or any of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; its affiliates; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion a material breach of the Board of Directors of EDGEN; (v) the material breach by the Executive of restrictive covenants in this Agreement; or (viv) an act a material breach of gross neglect the Company’s Code of Conduct or gross another policy of the Company applicable to Executive, that does, or willful misconduct that relates could reasonably be expected to, result in material harm to the affairs Company, including reputational harm; provided that no act or failure to act, on the part of Parent and/or EDGEN which Board of Directors of EDGENExecutive, in its reasonable discretionwill be considered “willful” or “intentional” unless it is done, deems or omitted to be good done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company and sufficient cause; providedits 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, that Executive may be terminated under such clauses only if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the has not cured such action or omission within thirty (30) days following his receipt of written notice thereof from the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Appears in 5 contracts

Samples: Employment Agreement (Independent Bank Group, Inc.), Employment Agreement (Independent Bank Group, Inc.), Employment Agreement (Independent Bank Group, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have the right to terminate the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, a termination by the Company for "Cause" shall mean termination by action of the CEO upon at least 15 days prior written notice to Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i1) a Executive's conviction of, a or plea of guilty or nolo contenderecontendere to, any felony (whether or not involving the Company or any other member of the Company Group, as defined below) or any other crime involving moral turpitude which subjects, or if generally known, would subject, any member of the Company Group to public ridicule or embarrassment, (2) fraud or other willful misconduct by Executive in respect of Executive's obligations under this Agreement, or (3) Executive’s continued willful and intentional failure to substantially comply with the reasonable mandates of the CEO commensurate with his/her position after a guilty plea or confession written demand for substantial compliance is delivered to him/her by the CEO, which demand specifically identifies the mandate(s) with which the CEO believes he/she has not substantially complied, and which failure is not substantially corrected by him/her within 10 days after receipt of such demand. Executive shall not be considered to an act have failed to substantially comply if (I) he/she fails to so comply by reason of fraud, misappropriation total or embezzlement partial incapacity due to physical or to a felony; mental illness or (iiII) the commission requested action is illegal. For the avoidance of doubt, Executive shall not be subject to termination for Cause if Executive acts or refrains from acting: (1) in reliance upon and in accordance with a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGENGenesis Healthcare, Inc. (the “Board”); (iv2) in reliance upon and in accordance with the Executive’s habitual drunkenness or use advice of illegal substances, each as determined in outside counsel to the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this AgreementCompany; or (vi3) in the good faith reasonable belief that an act action is in the best interests of gross neglect the Company (or gross or willful misconduct that relates to in the affairs case of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; providedrefraining from taking an action, that if such action is not in the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iiibest interests of the Company), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, that the Executive shall have may not act or refrain from acting in reliance upon this Clause (3) where the right CEO has issued a written demand specifically directing the Executive to cure any such breach only one (1) time in any twelve (12) month periodtake or refrain from taking a specified action.

Appears in 5 contracts

Samples: Employment Agreement (Genesis Healthcare, Inc.), Employment Agreement (Genesis Healthcare, Inc.), Employment Agreement (Genesis Healthcare, Inc.)

Cause. EDGEN The Company may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGENor the Chief Executive Officer; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors or use of EDGENillegal substances; (v) the material breach by the Executive of this Agreement; Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent and/or EDGEN which the Board of Directors of EDGEN, the Company in its reasonable discretion, discretion deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then hereof and the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN therein prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 5 contracts

Samples: Employment Agreement (Edgen Murray II, L.P.), Employment Agreement (Edgen Louisiana CORP), Employment Agreement (Edgen Group Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean termination on account of (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive to follow substantially perform Executive's duties with Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness or Disability or any failure after the directions issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than 48 hours 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 not substantially performed Executive's duties or (B) the willful engaging by Executive in conduct which is demonstrably and materially injurious to Bank or its affiliates, monetarily or otherwise. No act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of Bank. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; (vafter reasonable notice to Executive and an opportunity for Executive, together with Executive's counsel, to be heard before the Board) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENfinding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure Board, Executive was guilty of conduct set forth above in this Section 4(f)(ii) and specifying the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (SBT Bancorp, Inc.), Change in Control Severance Agreement (SBT Bancorp, Inc.), Change in Control Severance Agreement (SBT Bancorp, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean termination on account of (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive to follow substantially perform Executive's duties with Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness or Disability or any failure after the directions issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than three (3) business days 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 not substantially performed Executive’s duties or (B) the willful engaging by Executive in conduct which is demonstrably and materially injurious to Bank or its affiliates, monetarily or otherwise. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of the resolution duly adopted by the affirmative vote of not less than a majority in number of the entire membership of the Board of Directors of EDGEN; (ivexcluding Executive if Executive is then a Director) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of Directors the Board, Executive was guilty of EDGEN; (vconduct set forth above in this Section 4(f)(ii) and specifying the material breach by the Executive particulars thereof in detail. For purposes of this Agreement; Section, no act or (vi) an failure to act of gross neglect by Executive shall be considered “willful” unless it is done, or gross or willful misconduct that relates omitted to the affairs of Parent and/or EDGEN which Board of Directors of EDGENbe done, in its bad faith and without reasonable discretionbelief that Executive’s action or omission was in the best interests of the Bank. Any act, deems or failure to act, based upon the advice of counsel for the Bank shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and sufficient cause; provided, that if in the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodBank.

Appears in 5 contracts

Samples: Change in Control Severance Agreement (CNB Financial Corp.), Change in Control Severance Agreement (CNB Financial Corp.), Change in Control Severance Agreement (CNB Financial Corp.)

Cause. EDGEN may, The Company may at any time and in its sole discretion, terminate the Executive’s 's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “"Cause” shall mean " means: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; substantially perform his duties under this Agreement (iv) other than any such failure resulting from the Executive’s habitual drunkenness 's incapacity due to physical or use mental illness or from the termination of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach this Agreement by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates for Good Reason), after a demand for substantial performance is delivered to the affairs of Parent and/or EDGEN Executive by the Company specifically identifying the manner in which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company believes the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has not substantially performed his duties, (v) and/or (vi) hereof, then and the Executive shall have the failed to resume substantial performance of such duties within thirty (30) days following his receipt of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Termination Notice Executive of a felony (other than a traffic violation) or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to cure perform his duties with the breach specified thereinCompany. For purposes of this paragraph, if capable 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 and without reasonable belief that his action or omission was in the best interest of being cured, the Company. Notwithstanding anything herein to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevercontrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board then in office (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clause (1i), (ii) time or (iii), above, and specifying the particulars thereon in any twelve (12) month perioddetail.

Appears in 5 contracts

Samples: Employment Agreement (Sportsline Com Inc), Employment Agreement (Sportsline Com Inc), Employment Agreement (Sportsline Com Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Bank may terminate the Executive’s employment for Cause (as herein defineda “Termination for Cause”) by delivery at any time after notice to the Executive of a Termination Notice specifying setting forth in reasonable detail the nature of such Causethe Cause and after an opportunity for the Executive, effective together with his counsel, to be heard before the Board of Directors. The following, as determined by the Board of the date (such effective date referred to herein as a “Termination Date”) Directors in its reasonable judgment, shall constitute Cause for termination of such Termination Notice. For purposes hereof, termination for “Cause” shall mean employment: (i) a conviction of, a plea of nolo contendere, a guilty plea the Executive’s deliberate dishonesty with respect to the Bank or confession by the Executive to an act of fraud, misappropriation any subsidiary or embezzlement affiliate thereof; or to a felony; (ii) the commission conviction of a fraudulent act crime related to banking activity or practice by the Executive affecting EDGEN and/or Parentmoral turpitude; or (iii) the gross and willful failure by to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to follow the directions Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of EDGENsuch failure; or (iv) the willful engaging by the Executive in illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. 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 reasonable belief that the Executive’s habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of EDGEN; (v) the material breach Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Bank. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been discharged for “Cause” unless and until there shall have been delivered to him a copy of a certification by the right Clerk of the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to cure any such breach only one (1) time be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in any twelve (12) month periodSection 6.2 of this Agreement.

Appears in 4 contracts

Samples: Employment Agreement (Provident Bancorp, Inc.), Employment Agreement (Provident Bancorp, Inc.), Employment Agreement (Provident Bancorp, Inc. /MD/)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean only the following: (i) a conviction of, a plea of nolo contendere, a guilty plea the Executive's death or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyDisability; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow substantially perform his duties hereunder (other than such failure resulting from the directions of Executive's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Board of Directors of EDGENCompany that specifically identifies the manner in which the Company believes the Executive has not substantially performed his or her duties; (iii) willful misconduct by the Executive which is materially injurious to the Company; (iv) conviction of a felony under the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion laws of the Board State of Directors of EDGENCalifornia; (v) the material breach habitual drunkenness by the Executive of this AgreementExecutive; or (vi) an act a willful, material breach of gross neglect this Agreement by the Executive. For purposes of this Agreement, no act, or gross failure to act, on the Executive's part shall be considered "willful" unless done, or willful misconduct omitted to be done, by the Executive in bad faith and without a reasonable belief that relates such action or omission by the Executive was in the best interests of the Company. Notwithstanding anything to the affairs contrary in the foregoing, no termination or other action shall be considered to be for Cause under this Agreement unless (x) the Executive first shall have received at least 30 days written notice setting forth the reasons for the Company's intention to terminate or take other action and shall have been provided an opportunity to appear, accompanied by counsel, and be heard before the Board of Parent and/or EDGEN which Directors; (y) after such appearance before the Board, the Board of Directors shall have duly adopted by a majority of EDGENthe Directors of the Company then in office, in its reasonable discretion, deems and shall have provided to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections certified resolution finding that in the good faith opinion of such Directors the Executive was guilty of conduct constituting Cause, as set forth above, and specifying the particulars thereof in detail; and (iii), (vz) and/or (vi) hereof, then the Executive shall have failed to cure or remedy the thirty (30) event constituting Cause within 30 days following his after the Executive's receipt of such certified resolution from the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodDirectors.

Appears in 4 contracts

Samples: Executive Employment Agreement (Procom Technology Inc), Executive Employment Agreement (Procom Technology Inc), Executive Employment Agreement (Procom Technology Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” means (i) the Executive’s employment for Cause (as herein defined) by delivery willful conduct that is demonstrably and materially injurious to the Executive of a Termination Notice specifying the nature of such CauseCompany or an Affiliate, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea monetarily or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyotherwise; (ii) the commission Executive’s breach of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentcovenant set forth in Section 3; (iii) the willful failure by the Executive to follow the directions Executive’s breach of the Board of Directors of EDGENExecutive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s habitual drunkenness conviction of any crime (or use entering a plea of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGENguilty or nolo contendere to any crime) constituting a felony; (v) the material breach by Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of this Agreement; a company that has publicly traded securities or (vi) an act willful and continuous nonperformance, lack of gross neglect performance of or gross refusal to perform a reasonable order, policy or willful misconduct that relates rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the affairs Executive describing with specificity the elements of Parent and/or EDGEN which Board the nonperformance, lack of Directors performance or refusal to perform and the relevant order, policy or rule, and the failure of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant have cured such nonperformance, lack of performance or refusal to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the perform within thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable such written notice. A termination of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have not be for “Cause” unless the right decision to cure any terminate the Executive is set forth in a resolution of the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such breach only one purpose (1) time after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board). No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in any twelve (12) month periodgood faith or with a reasonable belief on the part of the Executive that the action or omission was in the best interest of the Company or an Affiliate. Any act or failure to act by the Executive based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel to the Company 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 Company and its Affiliates.

Appears in 4 contracts

Samples: Severance Agreement (Tredegar Corp), Amended and Restated Severance Agreement (Tredegar Corp), Amended and Restated Severance Agreement (Tredegar Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “the term "Cause" shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; substantially perform his duties under this Agreement (iv) other than any such failure resulting from the Executive’s habitual drunkenness 's incapacity due to physical or use mental illness or from the termination of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach this Agreement by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates for Good Reason), after a demand for substantial performance is delivered to the affairs of Parent and/or EDGEN Executive by the Company specifically identifying the manner in which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company believes the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has not substantially performed his duties, (v) and/or (vi) hereof, then and the Executive shall have the failed to resume substantial performance of such duties within thirty (30) days following his receipt of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Termination Notice Executive of a felony or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to cure perform his duties with the breach specified thereinCompany. For purposes of this paragraph, if capable 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 and without reasonable belief that his action or omission was in the best interest of being cured, the Company. Notwithstanding anything herein to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevercontrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board then in office (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clause (1i), (ii) time or (iii), above, and specifying the particulars thereon in any twelve (12) month perioddetail.

Appears in 4 contracts

Samples: Employment Agreement (Equitrac Corporation), Employment Agreement (Equitrac Corporation), Employment Agreement (Equitrac Corporation)

Cause. EDGEN may, at any time and in its sole discretiontime, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice). For purposes hereof, termination for “Cause” shall mean mean: (i) (A) a conviction of, a plea of nolo contendere, a guilty plea or confession the admission (in court) by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyfelony or (B) any act of fraud, or embezzlement or theft by the Executive, in each case, in connection with the Executive’s duties hereunder or in the course of the Executive’s employment hereunder, in each case, against or affecting the Company; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the lawful directions of the Board, which directions are consistent with this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for compliance is delivered to the Executive by EDGEN which specifically identifies the manner in which the Board believes that the Executive has not complied and the Executive is given a reasonable opportunity of Directors of EDGENnot more than twenty business days to cure any such failure; (iviii) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (viv) the material breach by the Executive of this AgreementAgreement (other than any such failure resulting from incapacity due to physical or mental illness); or (viv) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN EDGEN, which Board of Directors results in material harm to the financial condition or reputation of EDGEN. For purposes of this provision, in its reasonable discretionno act or failure to act, deems 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 EDGEN. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by EDGEN, including, without limitation, the Board, or based upon the advice of counsel for EDGEN, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and sufficient cause; provided, that if in the best interests of EDGEN. If the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (viv) and/or (viv) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of the Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 4 contracts

Samples: Employment Agreement (Edgen Group Inc.), Employment Agreement (Edgen Group Inc.), Employment Agreement (Edgen Group Inc.)

Cause. EDGEN mayDuring the Period of Employment, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, " means termination for “Cause” shall mean upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession the willful and continued failure by the Employee to perform substantially his duties with the Company (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive to an act Officer of fraudthe Company ("CEO") which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2(a), no act, or failure to act, on the part of the Employee shall be considered "willful" unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in, or not opposed to, 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 shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him, together with counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board the Employee was guilty of EDGEN; the conduct set forth above in (vi) the material breach by the Executive or (ii) of this Agreement; or (viSection 2(a) an act of gross neglect or gross or willful misconduct that relates to and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Appears in 4 contracts

Samples: Employment Agreement (Applera Corp), Employment Agreement (Perkin Elmer Corp), Employment Agreement (Perkin Elmer Corp)

Cause. EDGEN mayThe Company shall have the right to 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, the Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) Executive's conviction of, or plea of guilty or no contest to: (A) any felony or other criminal offense that could result in imprisonment of at least 1 year or (B) a crime involving fraud, theft, misappropriation, dishonesty or embezzlement under either federal or state law; (ii) Executive's dishonesty in communications to the Board, any member of the Board or any other superior officer or superior employee he is required to report to in the course of fulfilling Executive's material employment duties; (iii) Executive's proven commission of intentional or grossly negligent acts that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business; or (iv) Executive's willful failure to perform Executive's employment duties in any material respect (other than as a result of Executive's short term disability or medical emergency involving a member of Executive's immediate family, or as the result of any Company approved leave). If the Board has reasonable belief that Executive has committed any of the acts described above, it may suspend Executive (with pay) while it investigates whether it has or could have Cause to terminate Executive. The Company may terminate Executive for Cause prior to the completion of its investigation; provided, that, if it is ultimately determined that Executive has not committed an act which would constitute Cause, Executive, at any time and in its sole discretionthe option of the Board, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, shall be reinstated effective as of the date (such effective date referred to herein of suspension or shall be treated as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “if he were terminated without Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 3 contracts

Samples: Employment Agreement (Horizon Personal Communications Inc), Employment Agreement (Horizon Personal Communications Inc), Employment Agreement (Horizon Personal Communications Inc)

Cause. EDGEN mayFor purposes of this Agreement, at any time and in its sole discretion, the Company shall have "Cause" to terminate the Executive’s 's employment for Cause only if the Executive (as herein definedi) by delivery has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company, (ii) has engaged in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Executive of a Termination Notice specifying at the nature of such Cause, effective as expense of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofCompany, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) has willfully and continually failed substantially to perform his or her duties with the willful Company (other than a failure by resulting from the Executive's incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance has been delivered to the Executive to follow specifying in reasonable detail the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined manner in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by which the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates has failed to substantially perform. Notwithstanding the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution (x) duly adopted by three-quarters (3/4) of the entire membership of the Committee, or of the Board, at a meeting called and held for such purpose after reasonable notice to cure the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Committee or the Board, as the case may be, and (y) finding that in the good faith opinion of the Committee or the Board, as the case may be, the Executive was guilty of conduct described in the first sentence of this Section 2(d) and specifying the particulars of such conduct in detail. 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 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 authority given pursuant to a resolution duly adopted by the Board, or, for any such breach only one (1) time Executive other than the Chief Executive Officer of the Company, upon the instructions of the Chief Executive 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 any twelve (12) month periodgood faith and in the best interests of the Company.

Appears in 3 contracts

Samples: Executive Income Security Agreement (Knight Ridder Inc), Executive Income Security Agreement (Knight Ridder Inc), Executive Income Security Agreement (Knight Ridder Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate Cause" shall mean the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean 's (i) conviction, or entry of a conviction of, guilty plea or a plea of nolo contenderecontendre with respect to, a guilty plea felony, a crime of moral turpitude or confession by the Executive to an act of fraudany crime committed against MFA, misappropriation or embezzlement or to a felony; other than traffic violations, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the commission performance of a fraudulent act or practice by the Executive affecting EDGEN and/or Parenthis duties under this Agreement; (iii) failure to adhere to the willful failure by the Executive to follow the lawful directions of the Board of Directors of EDGENthat are reasonably consistent with his duties and position provided for herein; (iv) the Executive’s habitual drunkenness or use breach in any material respect of illegal substances, each as determined in the reasonable discretion any of the Board provisions of Directors Paragraph 7 of EDGENthis Agreement resulting in material and demonstrable economic injury to MFA; (v) the material breach by the Executive chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement; or (vi) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a "Default"), and an act opportunity for 20 business days from the date of gross neglect or gross or willful misconduct that relates such notice in which to cure such Default, such period to be subject to extension in the discretion of the Board of Directors; and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (x) reasonable prior written notice to the affairs Executive setting forth the reasons for the decision to terminate the Executive for Cause, (y) an opportunity for the Executive, together with his counsel, to be heard by the Board of Parent and/or EDGEN which Directors, and (z) delivery to the Executive of a notice of termination approved by said Board of Directors of EDGEN, in stating its reasonable discretion, deems to be good and sufficient cause; provided, faith opinion that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has engaged in actions or conduct described in the preceding sentence, (v) and/or (vi) hereof, then which notice specifies the Executive shall have the thirty (30) days following his receipt particulars of the Termination Notice to cure the breach specified therein, if capable of being cured, to the such action or conduct in reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretodetail; provided, however, MFA may suspend the Executive shall have the with pay until such time as his right to cure any appear before the Board of Directors has been exercised, so long as such breach only one appearance is within two (12) time in any twelve (12) month periodweeks of the date of suspension.

Appears in 3 contracts

Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Mortgage Investments), Employment Agreement (Mfa Mortgage Investments)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive The Trust shall have the right to cure terminate Executive's employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such breach only one termination is made), such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the Trust if a majority of the Board of Trustees (1other than Executive) determines that Executive: (i) has misappropriated, stolen 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, (ii) 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 willfully violated or breached any provision of this Agreement, any 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 reasonable belief that his action or omission was in the best interests of the Trust. 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 Trust 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 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, together with counsel, to be heard before the Board), finding that, in any twelve the good faith opinion of the Board, the Executive was guilty of the conduct set forth in clause (12i), (ii), (iii) month periodor (iv) hereof, and specifying the particulars thereof in detail.

Appears in 3 contracts

Samples: Employment Agreement (Falcon Financial Investment Trust), Employment Agreement (Falcon Financial Investment Trust), Employment Agreement (Falcon Financial Investment Trust)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination on (iA) the willful and continued failure by you to substantially perform your duties with the Company in accordance with the instructions of the Board or the executive officers to whom you report (other than any such failure resulting from your incapacity due to physical or mental illness), after a demand for substantial performance is delivered to you by the Board which specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (B) the willful engaging by you in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise, (C) your embezzlement or misappropriation of funds or property of the Company, (D) your conviction of, of a felony or the entrance of a plea of guilty or nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or contendere to a felony; , or (iiE) the commission your conviction of any crime involving fraud, dishonesty, moral turpitude or breach of trust or your entrance of a fraudulent act plea of guilty or practice nolo contendere to such a crime. For purposes of this Subsection, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions best interest of the Board of Directors of EDGEN; (iv) Company. Notwithstanding the Executive’s habitual drunkenness or use of illegal substancesforegoing, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates you shall not be deemed to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination have been terminated for Cause pursuant to subsections clause (iiiA), (vB) and/or or (viC) hereof, then of the Executive first sentence of this Subsection unless and until there shall have been delivered to you a copy of a resolution duly adopted by the thirty (30) days following his receipt affirmative vote of not less than two-thirds of the Termination Notice entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to cure the breach specified thereinyou and an opportunity for you, if capable of being curedtogether with your counsel, to be heard before the reasonable satisfaction Board), finding that in the good faith opinion of the Board you were guilty of Directors conduct set forth above in clause (A), (B) or (C) of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have first sentence of this Subsection and specifying the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Appears in 3 contracts

Samples: Orbital Atk, Inc., Orbital Atk, Inc., Orbital Atk, Inc.

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, the term "Cause" shall mean: (i) the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company as herein defined) by delivery set forth in Section 2.1.2, "Duties," (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a Termination Notice specifying meeting of the nature Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive's duties and Executive has not cured any such failure to perform within thirty (30) business days of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonydemand; (ii) material violation of any of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or ParentCompany's policies; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of his obligations under this Agreement; or (viiv) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive is charged with illegal conduct by a governmental body or regulatory authority, or has engaged in gross misconduct that is materially injurious to the Company as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act, on the part of the Executive, shall receive a Termination Notice with respect be considered "willful" unless it is done, or omitted to a termination for Cause pursuant to subsections (iii)be done, (v) and/or (vi) hereof, then by the Executive shall have the thirty (30) days following his receipt in bad faith. The vote of the Termination Notice to cure Board on the breach specified therein, if capable resolutions contemplated in (i) and (iv) of being cured, this Section 3.2 will not be taken until after written notice of not less than five (5) business days to the reasonable satisfaction Executive of the meeting and an opportunity for Executive to be heard before the Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any at such breach only one (1) time in any twelve (12) month periodmeeting.

Appears in 3 contracts

Samples: Employment Agreement (Ecology Coatings, Inc.), Stock Option Agreement (Ecology Coatings, Inc.), Employment Agreement (Ecology Coatings, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for the term “Cause” shall mean mean: (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company as set forth in Section 2.1.2, “Duties,” (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board, accompanied by a resolution adopted by the vote of fraudtwo-thirds (2/3) of the entire Board, misappropriation or embezzlement or excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties and Executive has not cured any such failure to a felonyperform within ten (10) business days of such demand; (ii) material violation of any of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or ParentCompany’s policies; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of his obligations under this Agreement; or (viiv) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive is formally charged with material illegal criminal conduct by a governmental body or regulatory authority, which can reasonably be expected to harm the Company, or has engaged in gross misconduct that is materially injurious to the Company as reasonably determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act, on the part of the Executive, shall receive a Termination Notice with respect be considered “willful” unless it is done, or omitted to a termination for Cause pursuant to subsections (iii)be done, (v) and/or (vi) hereof, then by the Executive shall have the thirty (30) days following his receipt in bad faith. The vote of the Termination Notice to cure Board on the breach specified therein, if capable resolutions contemplated in (i) and (iv) of being cured, this Section 3.2 will not be taken until after written notice of not less than five (5) business days to the reasonable satisfaction Executive of the meeting and an opportunity for Executive to be heard before the Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any at such breach only one (1) time in any twelve (12) month periodmeeting.

Appears in 3 contracts

Samples: Employment Agreement (Neutron Energy, Inc.), Employment Agreement (Neutron Energy, Inc.), Employment Agreement (Neutron Energy, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” 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 after written demand for substantial performance 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) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) 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 (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Appears in 3 contracts

Samples: Executive Severance Agreement (Apria, Inc.), Executive Vice President Severance Agreement (Apria, Inc.), Executive Severance Agreement (Apria, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “"Cause" shall mean mean: (i) the willful and continued failure of Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to Executive by the Parent Board (as defined herein) or the Chief Executive to an act Officer of fraud, misappropriation the Company which specifically identifies the manner in which the Parent Board or embezzlement the Chief Executive Officer of the Company believes that Executive has not substantially performed Executive's duties; or to a felony; (ii) the commission willful engaging by Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Parent Group. For purposes of this provision, no act or failure to act, on the part of Executive shall 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 omission was in the best interests of the Parent Group. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Parent Board or upon the instructions of the Chief Executive Officer or a senior officer of Parent or the Company or based upon the advice of counsel for Parent or 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 Parent Group. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a fraudulent act or practice resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Parent Board at a meeting of the Parent Board called and held for such purpose (after reasonable notice is provided to Executive affecting EDGEN and/or and Executive is given an opportunity, together with counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, Executive is guilty of the conduct described in subparagraph (i) or (ii) above, and specifying the particulars thereof in detail. As used in this Paragraph, "Parent Board" means the board of directors of the Parent; (iii) , except that in the willful failure by event that the Executive to follow Parent no longer owns 50% of the directions outstanding voting securities of the Company, then the Parent Board shall mean the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Appears in 3 contracts

Samples: Agreement (Transocean Sedco Forex Inc), Agreement (Transocean Sedco Forex Inc), Agreement (Transocean Sedco Forex Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Employer may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreementthe Executive’s obligations under Paragraph 2 above (other than as a result of temporary incapacity due to physical or mental illness, or Disability) which is demonstrably willful and deliberate on the Executive’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Employer and which is not remedied in a reasonable period of time after receipt of written notice from the Employer specifying such breach; (ii) the conviction of the Executive of a capital felony; or (viiii) an act a material breach of gross neglect or gross or willful misconduct that relates the Executive’s fiduciary duty to the affairs Employer or a willful and deliberate violation in the course of Parent and/or EDGEN performing his duties for the Employer of relevant laws, rules or regulations (other than traffic violations or other minor offenses) which Board causes substantial loss, material damage or significant injury to the property or reputation of Directors the Company. (No act or failure to act on the Executive’s part shall be considered willful unless done or omitted in bad faith and without reasonable belief that the action or omission was in the best interest of EDGENthe Employer.) Notwithstanding the foregoing, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect not be deemed to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being been terminated for Cause pursuant thereto; providedunless and until there shall have been delivered a copy of a resolution duly adopted by the affirmative vote of at least eighty percent (80%) of the membership of the Board (deemed to not include Executive should he be a member of the Board as of such time) at a meeting of the Board called and held for such purpose (after reasonable notice and an opportunity to be remedied and cured as provided herein and/or to be heard by the Board), howeverfinding that, in the good faith opinion of the Board, Executive was culpable of the act or omission giving rise to Cause and specifying the particulars in detail. For the avoidance of doubt, Executive shall have be provided a reasonable period of time to remedy or cure the right to cure matters identified by Employer as constituting Cause, as provided herein, before any such breach only one (1) time in any twelve (12) month periodresolution alleging Cause on the part of Executive is considered by the Board for adoption.

Appears in 3 contracts

Samples: Executive Employment Agreement (GEE Group Inc.), Executive Employment Agreement (GEE Group Inc.), Executive Employment Agreement (GEE Group Inc.)

Cause. EDGEN maySubject to the notification provisions of Section 7(f) below, at any time and in its sole discretion, terminate the Executive’s employment hereunder may be terminated by the Company for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for the term “Cause” shall mean be limited to (i) willful misconduct by Executive with regard to the Company which has a conviction of, a plea of nolo contendere, a guilty plea or confession by material adverse effect on the Executive to an act of fraud, misappropriation or embezzlement or to a felonyCompany; (ii) the commission willful refusal of Executive to attempt to follow the proper written direction of the Board or a fraudulent act more senior officer of the Company, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or practice by immoral and promptly so notifies the Executive affecting EDGEN and/or ParentBoard or the more senior officer (whichever is applicable); (iii) substantial and continuing willful refusal by Executive to attempt to perform the willful duties required of him hereunder (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive by the Executive to follow the directions Board or a more senior officer of the Board of Directors of EDGENCompany which specifically identifies the manner in which it is believed that Executive has substantially and continually refused to attempt to perform his duties hereunder; or (iv) the Executive being convicted of a felony (other than a felony involving a traffic violation or as a result of vicarious liability). For purposes of this paragraph, no act, or failure to act, on Executive’s habitual drunkenness part shall be considered “willful” unless done or use of illegal substancesomitted to be done, each as determined by him not in good faith and without reasonable belief that his action or omission was in the reasonable discretion best interests of the Board of Directors of EDGEN; (v) the material breach Company. A notice by the Executive Company of this Agreement; or (vi) an act a non-renewal of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause Employment Term pursuant to subsections (iii)Section 1 hereof shall be deemed an involuntary termination of Executive by the Company without Cause as of the end of the then Employment Term, (v) and/or (vi) hereof, then but Executive may terminate at any time after the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, such notice and shall be treated as if capable he was terminated without Cause as of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddate.

Appears in 3 contracts

Samples: Employment Agreement (Priceline Group Inc.), Employment Agreement (Priceline Com Inc), Employment Agreement (Priceline Com Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct which is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions 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. 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 three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. (12) month period.c)

Appears in 3 contracts

Samples: Employment Agreement (Vulcan Materials Co), Employment Agreement (Vulcan Materials Co), Employment Agreement (Vulcan Materials Co)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination (i) upon your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your Disability or any such actual or anticipated failure after your issuance of a conviction ofNotice of Termination (as defined in Section 4(e)) for Good Reason (as defined in Section 4(d))), after a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to you by the Executive Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (ii) upon your willful and continued failure to substantially follow and comply with the specific and lawful directives of the Board, as reasonably determined by the Board (other than any such failure resulting from your Disability or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (iii) upon your commission of an act of fraudfraud or dishonesty resulting in material economic or financial injury to the Company or (iv) upon your engagement in illegal conduct or gross misconduct, misappropriation in each case which is materially and demonstrably injurious to the Company. For purposes of this subsection (c), no act or embezzlement failure to act shall be considered “willful” unless done or omitted to be done in bad faith and without reasonable belief that your action or omission was in the best interests of the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a felony; resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. Cause shall not exist unless and until the Company has delivered to you a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board (excluding you if you are a Board member) at a meeting of the Board called and held for such purpose (after reasonable notice to you and an opportunity for you, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in clause (i), (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; ), (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; or (iv) has occurred and specifying the Executive’s habitual drunkenness or use particulars thereof in detail. The Company must notify you of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; any event constituting Cause within ninety (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (3090) days following his receipt the Company’s knowledge of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for its existence or such event shall not constitute Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodunder this Agreement.

Appears in 3 contracts

Samples: Change in Control Agreement (Zions Bancorporation, National Association /Ut/), Change in Control Agreement (Zions Bancorporation /Ut/), Change in Control Agreement (Zions Bancorporation /Ut/)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the ExecutiveCompany of the Employee’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive Employee to follow substantially perform his/her duties with the directions of Company (other than any such failure resulting from the Board of Directors of EDGEN; Employee’s physical or mental incapacity due to injury or illness) after written demand for substantial performance is delivered to the Employee by the Company, which demand specifically identifies the manner in which the Employee has not substantially performed his/her duties, or (ivB) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach willful engaging by the Executive Employee in conduct which is demonstrably injurious to the Company, monetarily or otherwise. For purposes of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections Subsection (iii), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee in bad faith and without “reasonable belief” (vas hereinafter defined) and/or (vi) hereofthat his/her action or omission was in, then or not opposed to, the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Company. The phrase “reasonable belief” shall mean the breach specified therein, if capable of being cured, belief that a reasonable and prudent man would have had in the same or similar circumstances as to the reasonable satisfaction act or failure to act. 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 Board counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith, and in the best interests of Directors of EDGEN prior the Company. Notwithstanding the foregoing the Employee shall not be deemed to his employment being have been terminated for Cause pursuant thereto; provided, however, the Executive unless and until there shall have been delivered to the right Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called for such purpose (after reasonable notice to cure any such breach only one the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of the conduct set forth above in (1A) time or (B) of this Subsection (iii) and specifying the particulars thereof in any twelve (12) month perioddetail.

Appears in 3 contracts

Samples: Executive Recognition Agreement (First Financial Bankshares Inc), Executive Recognition Agreement (First Financial Bankshares Inc), Executive Recognition Agreement (First Financial Bankshares Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Employer may terminate the Executive’s Employee's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “the Employer shall have "Cause” shall mean " to terminate the Employee's employment under this Agreement upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiia) the willful and continued failure by the Executive Employee to follow substantially perform his duties under this Agreement (other than any such failure resulting from the directions Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Employer, in writing, specifically identifying the manner in which the Employer believes the Employee has not substantially performed his duties and the Employee fails to perform as required within 15 days after such demand is made, (b) the willful engaging by the Employee in criminal misconduct (including embezzlement and criminal fraud) which is materially injurious to the Employer, monetarily or otherwise or (c) the conviction of the Employee of a felony. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Employer. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (ivother than the Employee) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates after reasonable written notice to the affairs of Parent and/or EDGEN which Board of Directors of EDGENEmployee and an opportunity for him, in its reasonable discretiontogether with his counsel, deems to be heard before the Board), finding that in the good and sufficient cause; providedfaith opinion of the Board, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections Employee was guilty of conduct set forth above in clause (iiia), (vb) and/or or (vi) hereofc), then and specifying the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Appears in 3 contracts

Samples: Employment Agreement (Suprema Specialties Inc), Employment Agreement (Brightpoint Inc), Employment Agreement (Brightpoint Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” 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 her duties after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed her 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) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) 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 her duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by her without reasonable belief that her action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Appears in 3 contracts

Samples: Executive Severance Agreement (Apria, Inc.), Executive Severance Agreement (Apria, Inc.), Executive Vice President Severance Agreement (Apria Healthcare Group Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Bank may terminate the Executive’s employment for Cause (as herein defineda “Termination for Cause”) by delivery at any time after notice to the Executive of a Termination Notice specifying setting forth in reasonable detail the nature of such Causethe Cause and after an opportunity for the Executive, effective together with his counsel, to be heard before the Board of Directors. The following, as determined by the Board of the date (such effective date referred to herein as a “Termination Date”) Directors in its reasonable judgment, shall constitute Cause for termination of such Termination Notice. For purposes hereof, termination for “Cause” shall mean employment: (i) a conviction of, a plea of nolo contendere, a guilty plea the Executive’s deliberate dishonesty with respect to the Bank or confession by the Executive to an act of fraud, misappropriation any subsidiary or embezzlement affiliate thereof; or to a felony; (ii) the commission conviction of a fraudulent act crime related to banking activity or practice by the Executive affecting EDGEN and/or Parentmoral turpitude; or (iii) the gross and willful failure by to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to follow the directions Executive pursuant to a majority vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of EDGENsuch failure; or (iv) the willful engaging by the Executive in illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. 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 reasonable belief that the Executive’s habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of EDGEN; (v) the material breach Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Bank. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been discharged for “Cause” unless and until there shall have been delivered to him a copy of a certification by the right Clerk of the Bank that a majority of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to cure any such breach only one (1) time be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in any twelve (12) month periodSection 6.2 of this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Provident Bancorp, Inc. /MD/), Employment Agreement (Provident Bancorp, Inc. /MD/)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by you to perform substantially your duties with the Executive Company (other than any such failure resulting from your incapacity due to follow the directions of physical or mental illness) after a demand for substantial performance is delivered to you by an officer or other person authorized by the Board of Directors of EDGEN; to act on its behalf in this matter which specifically identifies the manner in which it is believed that you have not substantially performed your duties, or (ivB) the Executive’s habitual drunkenness or use of willful engaging by you in illegal substances, each as determined in conduct which is materially and demonstrably injurious to the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive Company. For purposes of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections paragraph (iii), (v) and/or (vi) hereofno act, then or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you without reasonable belief that your action or omission was in, or not opposed to, the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice Company. Any act, or failure to cure act, based upon authority given pursuant to a resolution duly adopted by the breach specified thereinBoard or based upon the advice of counsel for the Company shall be conclusively presumed to be done, if capable or omitted to be done, by you in good faith and in the best interests of being cured, the Company. It is also expressly understood that your attention to matters not directly related to the reasonable satisfaction business of the Company shall not provide a basis for termination for Cause so long as the Board of Directors of EDGEN prior has approved your engagement in such activities. Notwithstanding the foregoing, you shall not be deemed to his employment being have been terminated for Cause pursuant thereto; provided, however, the Executive unless and until there shall have been delivered to you a copy of a resolution duly adopted by the right affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to cure any such breach only one you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (1A) time or (B) of this paragraph (iii) and specifying the particulars thereof in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Lojack Corp, Lojack Corp

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause Cause. For purposes of this Agreement only, the Company shall have “Cause” to terminate the Executive’s employment hereunder only upon (as herein definedi) by delivery the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofCompany, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by which specifically identifies the manner in which the Executive has not attempted to an act of fraudsubstantially perform his duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice engaging by the Executive affecting EDGEN and/or Parent; (iii) in willful misconduct which is materially injurious to the willful Company, monetarily or otherwise. For purposes of this Section 3(d), 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 to follow the directions of the Board of Directors of EDGEN; (iv) in bad faith and without reasonable belief that the Executive’s habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion 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 upon the instructions of Directors the Chief Executive Officer of EDGEN; (v) the material breach Company 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 of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Company. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution duly adopted by the affirmative vote of at least ¾ of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to cure any such breach only one (1the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) time finding that in any twelve (12the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) month periodand specifying the particulars thereof.

Appears in 2 contracts

Samples: Severance Agreement (Meredith Corp), Severance Agreement (Meredith Corp)

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” shall mean the Executive’s employment (i) commission of a felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Section 7 of this Agreement; or (v) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the Executive shall be given written notice of any action or failure to act that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the Board of Directors and (ii) regardless of whether the Executive is able to cure any Default, the Executive shall not be deemed to have been terminated for Cause without (as herein definedA) reasonable prior written notice to the Executive setting forth the reasons for the decision to terminate the Executive for Cause, (B) an opportunity for the Executive, together with his counsel, to be heard by the Board of Directors and (C) delivery to the Executive of a Notice of Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession approved by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) Directors, stating its good faith opinion that the Executive’s habitual drunkenness Executive has engaged in actions or use of illegal substances, each as determined conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretodetail; provided, however, MFA may suspend the Executive shall have the with pay until such time as his right to cure any appear before the Board of Directors, as the case may be, has been exercised, so long as such breach only one (1) time in any twelve (12) month periodappearance is within two weeks of the date of suspension.

Appears in 2 contracts

Samples: Employment Agreement (Mfa Financial, Inc.), Employment Agreement (Mfa Financial, Inc.)

Cause. EDGEN mayThe Company, at any time and in its sole discretionacting pursuant to a resolution adopted by the Required Board Majority, may terminate the Executive’s 's employment for Cause (as herein defined) by delivery to during the Executive of a Termination Notice specifying the nature of such Employment Period with or without Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “"Cause" shall mean the Company's termination pursuant to a resolution adopted by the Required Board Majority of the Executive's employment for any of the following: (i) the Executive's final conviction of a conviction of, a plea of nolo contendere, a guilty plea felony crime against the Company involving moral turpitude or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission Executive's deliberate and intentional continuing failure to substantially perform his duties and responsibilities hereunder (except by reason of the Executive's incapacity due to physical or mental illness or injury) for a fraudulent act or practice by period of 45 days after the Required Board Majority has delivered to the Executive affecting EDGEN and/or Parent; (iii) a written demand for substantial performance hereunder which specifically identifies the willful failure by bases for the Required Board Majority's determination that the Executive to follow has not substantially performed his duties and responsibilities hereunder (that 45-day period being the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause"Grace Period"); provided, that if for purposes of this clause (ii), the Company shall not have Cause to terminate the Executive's employment unless (A) at a meeting of the New Parent Board called and held following the Grace Period in the city in which the Company's principal executive offices are located, of which the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then was given not less than 10 days' prior written notice and at which the Executive shall have was afforded the thirty (30) days following his receipt of the Termination Notice opportunity to cure the breach specified therein, if capable of being curedbe represented by counsel, to the reasonable satisfaction of Board of Directors of EDGEN prior appear and to his employment being terminated for Cause pursuant thereto; provided, howeverbe heard, the Executive Required Board Majority shall have the right to cure any such breach only one adopt a written resolution that (1) time in sets forth the Required Board Majority's determination that the failure of the Executive to substantially perform his duties and responsibilities hereunder has (except by reason of his incapacity due to physical or mental illness or injury) continued past the Grace Period and (2) specifically identifies the bases for that determination, and (B) the Company, at the written direction of the Required Board Majority, shall deliver to the Executive a Notice of Termination for Cause to which a copy of that resolution, certified as being true and correct by the secretary or any twelve (12) month periodassistant secretary of the Company, is attached.

Appears in 2 contracts

Samples: Employment Agreement (Corvetteporsche Corp), Employment Agreement (Corvetteporsche Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s your employment for Cause (as herein defined) provided below. Termination of your employment by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination Company for “Cause” shall mean termination upon (A) the Willful and continued failure by you substantially to perform your duties (other than any such failure resulting from your incapacity due to physical or mental illness); (B) your Willful engagement by you in illegal misconduct materially and demonstrably injurious to the Company or the Bank; (C) your Willful material breach of a material written policy of the Company or the Bank; or (D) your conviction of, or plea of guilty or nolo contendere to, (i) a conviction of, a plea of nolo contendere, a guilty plea felony or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) a crime involving moral turpitude or fraud involving the commission assets of the Company or the Bank. For purposes of this paragraph, no act, or failure to act, on your part shall be considered “Willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest 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 shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interest of the Company. Notwithstanding the foregoing, no event or condition described in the foregoing (A) through (C) shall constitute Cause unless (x) within ninety (90) days from the Board first acquiring actual knowledge of the existence of the Cause condition, there shall have been delivered to you a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three-quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board you were guilty of EDGENconduct set forth above in clauses (A) through (C) in this paragraph and specifying the particulars thereof in detail; (vy) the material breach such grounds for termination (if susceptible to correction) are not corrected by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the you within thirty (30) days following his of your receipt of such notice (or, in the Termination Notice 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 cure correct such grounds as promptly as practicable thereafter); and (z) the breach specified thereinBoard terminates your employment with the Company and the Bank immediately following the expiration of such thirty (30)-day period. For purposes of the foregoing, if capable any attempt by you to correct a stated Cause shall not be deemed an admission by you that the Board’s assertion of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodis valid.

Appears in 2 contracts

Samples: Executive Employment Agreement (Spirit of Texas Bancshares, Inc.), Executive Employment Agreement (Spirit of Texas Bancshares, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as The Chairman of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeBoard or the Board terminates Employee for Cause. For purposes hereofof this Agreement, termination for “the Chairman of the Board or the Board shall have "Cause” shall mean " to terminate Employee upon (i) the willful and continued failure by Employee to perform substantially his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for substantial performance is delivered to Employee by the Executive to an act Chairman of fraudthe Board or the Board which specifically identifies the manner in which the Chairman of the Board or the Board believes that Employee has not substantially performed his duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by Employee in misconduct which is materially and demonstrably injurious to the Company. For purposes of a fraudulent this Agreement, no act, or failure to act, on the part of Employee shall be considered "willful" unless done, or omitted to be done, in bad faith and without reasonable belief that Employee's act or practice by omission was in the Executive affecting EDGEN and/or Parent; best interests of the Company. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Cause without (iii1) reasonable notice to Employee setting forth the willful failure by reason for the Executive Chairman of the Board's or the Board 's intention to follow terminate for Cause, (2) an opportunity for Employee, together with his counsel, to be heard before the directions Chairman of the Board or the Board, and (3) delivery to Employee of Directors a Notice of EDGEN; (iv) Termination, as defined below, from the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Chairman of the Board of Directors of EDGEN; (v) or the material breach by Board finding that in the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure Chairman of the breach specified thereinBoard or the Board , if capable Employee was guilty of being curedconduct set forth above, to and specifying the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Employment Agreement (Amc Entertainment Inc), Employment Agreement (Amc Entertainment Inc)

Cause. EDGEN may, The Company may terminate the Executive's employment hereunder at any time and in its sole discretionfor Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive’s 's employment for Cause hereunder upon (as herein definedA) the engaging by delivery the Executive in willful misconduct which is demonstrably and materially injurious to the Company, or (B) the conviction of the Executive of a Termination Notice specifying the nature of felony involving moral turpitude with all appeals related to such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Noticeconviction having been exhausted. For purposes hereofof this paragraph, termination 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 and without reasonable belief that his action or omission was in the best interest of the Company. The Executive shall not be deemed to have been terminated for “Cause” Cause unless the Company shall mean have given or delivered to the Executive (i) reasonable notice (the "Preliminary Notice") setting forth, in reasonable detail the facts and circumstances claimed to provide a conviction ofbasis for termination for Cause, a plea of nolo contendere, a guilty plea or confession by (ii) an opportunity for the Executive to an act of fraudcure any action alleged as the basis for termination under clause (A) above, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) a reasonable opportunity for the willful failure by Executive, together with his counsel, to be heard before the Executive to follow the directions of the Board of Directors of EDGEN; Board, and (iv) the Executive’s habitual drunkenness or use a Notice of illegal substancesTermination stating that, each as determined in the reasonable discretion good faith opinion of not less than a majority of the Board entire membership of Directors of EDGEN; (v) the material breach by Board, the Executive was guilty of this Agreement; conduct set forth in clauses (A) or (viB) an act above, and specifying the particulars thereof in detail. Upon receipt of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENPreliminary Notice, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of in which to appear before the Termination Notice Board with counsel, or take such other action as he may deem appropriate, and such thirty (30) day period is hereby agreed to cure the breach specified therein, if capable of being cured, to the as a reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated opportunity for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodbe heard.

Appears in 2 contracts

Samples: Employment Agreement (Topps Co Inc), Employment Agreement (Topps Co Inc)

Cause. EDGEN The Company may, at any time and in its sole discretion, terminate the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a "Termination Date") of such Termination Notice. For purposes hereof, termination for "Cause" shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGENor the Chief Executive Officer; (iv) the Executive’s 's habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors or use of EDGENillegal substances; (v) the material breach by the Executive of this Agreement; Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent and/or EDGEN which the Board of Directors of EDGEN, the Company in its reasonable discretion, discretion deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then hereof and the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN therein prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 2 contracts

Samples: Employment Agreement (Edgen Corp), Employment Agreement (Edgen Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duty adopted by the directions 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. 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 three quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. (12) month period.c)

Appears in 2 contracts

Samples: Employment Agreement (Office Depot Inc), Employment Agreement (Office Depot Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct which is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions 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. 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 three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. <PAGE 4> (12) month period.c)

Appears in 2 contracts

Samples: Employment Agreement (Vulcan Materials Co), Employment Agreement (Vulcan Materials Co)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Term for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful continued failure by the Executive to follow perform material responsibilities and duties toward the directions Company (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), (ii) the engaging by the Executive in willful or reckless conduct that is demonstrably injurious to the Company monetarily or otherwise, (iii) the conviction of the Board Executive of Directors of EDGEN; a felony, (iv) the Executive’s habitual drunkenness commission or use omission of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach any act by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates is materially inimical to the affairs best interests of Parent and/or EDGEN which Board the Company and that constitutes on the part of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)common law fraud or malfeasance, (v) and/or (vi) hereofmisfeasance, then the Executive shall have the thirty (30) days following his receipt or nonfeasance of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoduty; provided, however, that Cause shall not include the Executive’s lack of professional qualifications, or (v) the Executive’s violation of any of the terms of this Agreement, including, without limitation, Section 6(b) and (c). For purposes of this Agreement, an act, or failure to act, on the Executive’s part shall be considered “willful” or “reckless” only if done, or omitted, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company. The Executive’s employment shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the right Executive (A) reasonable notice setting forth the reasons for the Company’s intention to cure terminate the Executive’s employment for Cause, (B) a reasonable opportunity, at any time during the 30-day period after the Executive’s receipt of such breach only one notice, for the Executive, together with the Executive’s counsel, to be heard before the Board, and (1C) time a Notice of Termination (as defined in any twelve Section 4 below) stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of the conduct set forth in clauses (12i), (ii), (iii), or (iv) month periodof the first sentence of this Section 3(c).

Appears in 2 contracts

Samples: Retention Agreement (Parkway Properties Inc), Retention Agreement (Parkway Properties Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment ------ hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (i) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 7(e), by the Executive for Good Reason, as defined in Section 7(d)(ii)), after demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties, (ii) the willful engaging by the Executive in misconduct which is materially injurious to the Company, monetarily or otherwise (including, but not limited to, conduct that constitutes Competitive Activity, as defined in Section 10), or (iii) the Executive's conviction of a felony or the entering of a plea of no lo contendere to a felony charge. For purposes of this Section 7(c), 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 and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive may not be terminated for Cause pursuant to clause (as herein definedi) by or (ii) above without (1) reasonable notice from the Board to the Executive setting forth the reasons for the Company's intention to terminate for Cause, (2) an opportunity for the Executive, together with his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination Notice specifying from the nature Board finding that, in the good faith opinion of such Cause, effective as three-quarters (3/4) of the date (such effective date referred to herein as a “Termination Date”) Board, the Executive was guilty of such Termination Notice. For purposes hereof, termination for “Cause” shall mean conduct set forth above in clause (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) above, as applicable, and specifying the commission of a fraudulent act particulars thereof in detail. No such notice or practice by meeting before the Executive affecting EDGEN and/or Parent; Board shall be required if the termination for Cause is due to conduct described in clause (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive second sentence of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iiiSection 7(c), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 2 contracts

Samples: Employment Agreement (McLeodusa Inc), Employment Agreement (McLeodusa Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment for Cause Cause. For purposes of this Agreement only, the Company shall have "Cause" to terminate the Executive's employment hereunder only upon (as herein definedi) by delivery the willful and continued failure of the Executive to attempt to perform substantially his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofCompany, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by which specifically identifies the manner in which the Executive has not attempted to an act of fraudsubstantially perform his duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice engaging by the Executive affecting EDGEN and/or Parent; (iii) in willful misconduct which is materially injurious to the willful Company, monetarily or otherwise. For purposes of this Section 3(d), 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 to follow in bad faith and without reasonable belief that the directions Executive's 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 of Directors of EDGEN; (iv) or upon the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion instructions of the Board Chief Executive Officer of Directors the Company or a senior officer of EDGEN; (v) the material breach 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 of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Company. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution duly adopted by the affirmative vote of at least 3/4 of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to cure any such breach only one (1the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board) time finding that in any twelve (12the good faith opinion of the Board the Executive was guilty of conduct set forth in the second sentence of this Section 3(d) month periodand specifying the particulars thereof.

Appears in 2 contracts

Samples: Severance Agreement Between Meredith Corporation and Executive Officers (Meredith Corp), Severance Agreement (Meredith Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment hereunder ----- for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature "cause" upon not less than five days prior written notice of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Noticetermination. For purposes hereofof this Agreement, termination for “Cause” the Company shall mean have "cause" to terminate the Executive's employment hereunder upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iiA) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful continued failure by the Executive to follow substantially perform his duties hereunder (other than any such failure resulting from the directions Executive's incapacity due to physical or mental illness or the removal of the Executive's office to a location more than 5 miles from its current location), which failure has not been cured (i) within three days after a written demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties (the "Three Day Period"), or (ii) in the event such failure cannot be reasonably cured within the Three Day Period, within 20 days thereafter, provided that the Executive promptly commences and thereafter diligently prosecutes the cure thereof, or (B) the Executive's conviction of any criminal act or fraud with respect to the Company. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause unless and until the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 80 percent of the entire Board of Directors at a meeting of the Board (of Directors of EDGEN; (iv) which the Executive’s habitual drunkenness or use of illegal substancesExecutive was given at least 20 days prior written notice and an opportunity, each as determined together with his counsel, to be heard before the Board), finding that in the reasonable discretion good faith opinion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive has not substantially performed his duties (which failure shall be described in detail) and such failure has not been cured within the period described in (ii) above. In addition, the Company shall not have cause to terminate the right Executive's employment hereunder as a result of any event occurring prior to cure any such breach only one (1) time in any twelve (12) month periodthe date hereof and previously disclosed to the Company. The burden of establishing cause shall be upon the Company.

Appears in 2 contracts

Samples: Employment Agreement (Kent Financial Services Inc), Employment Agreement (Kent Financial Services Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean is defined as: (i) the conviction of the Executive by a conviction of, court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony or entering the plea of nolo contendere, a guilty plea or confession contendere to such crime by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyExecutive; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentof a material act of fraud upon Callon; (iii) the willful failure material misappropriation by the Executive to follow the directions of the Board any funds or other property of Directors of EDGENCallon; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in knowing engagement by the reasonable discretion Executive without the written approval of the Board Board, in any material activity which directly competes with the business of Directors Callon, or which would directly result in material injury to the business or reputation of EDGENCallon; (vv)(1) the a material breach by the Executive during the Executive’s employment with Callon of any of the restrictive covenants set out in the Executive’s employment agreement with the Company, if applicable, or (2) the willful and material nonperformance of the Executive’s duties to Callon (other than by reason of the Executive’s illness or incapacity), and, for purposes of this Agreement; clause (v), no act or failure to act on Executive’s part shall be deemed “willful” unless it is done or omitted by the Executive not in good faith and without his reasonable belief that such action or omission was in the best interest of Callon, (vi) an act any breach of gross neglect or gross or willful misconduct that relates the Executive’s fiduciary duties to Callon, including, without limitation, the duties of care, loyalty and obedience to the affairs law; and (vii) the intentional failure of Parent and/or EDGEN which Board the Executive to comply with Xxxxxx’x Code of Directors of EDGENBusiness Conduct and Ethics, or to otherwise discharge his duties in its reasonable discretion, deems good faith and in a manner that the Executive reasonably believes to be good in the best interests of Callon, and sufficient cause; provided, that if with the Executive shall receive care an ordinarily prudent person in a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodlike position would exercise under similar circumstances.

Appears in 2 contracts

Samples: Change in Control Severance Compensation Agreement (Callon Petroleum Co), Change in Control Severance Compensation Agreement (Callon Petroleum Co)

Cause. EDGEN may, at any time and in Termination by the Company (or its sole discretion, terminate the subsidiaries) of Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiiA) the willful and continued failure by the Executive to follow substantially perform his or her duties with the directions Company (or its subsidiaries) other than any such failure resulting from his incapacity due to physical or mental illness, after a demand for substantial performance is delivered to Executive by the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors, which specifically identifies the manner in which Executive has not substantially performed his or her duties, or (B) the willful engaging by Executive in misconduct which is materially injurious to the Company (or its subsidiaries), monetarily or otherwise, and that constitutes on the part of Executive common law fraud or felony. For purposes 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 or her not in good faith and without reasonable belief that his or her action or omission was in the best interest of the Company (or its subsidiaries). Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him or her a copy of a Notice of Termination from the Chief Executive Officer of the Company or the Compensation Committee of the Board of Directors of EDGEN; (iv) after reasonable notice to Executive and an opportunity for Executive, together with his or her counsel, to be heard before the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Compensation Committee of the Board of Directors (or, if there is no such Committee or such Committee delivers the Notice of EDGEN; Termination, the Board of Directors), finding that in the good faith opinion of such Committee (vor the Board) Executive was guilty of conduct set forth above in clauses (A) or (B) of the material breach by the Executive first sentence of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to subparagraph and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Key Executive Severance Agreement (Ducommun Inc /De/), Key Executive Severance Agreement (Ducommun Inc /De/)

Cause. EDGEN mayFor purposes of this Agreement, at Cause shall mean: (i) any time material breach of this Agreement by the Executive; (ii) any willful or gross neglect by the Executive of his duties and responsibilities hereunder; (iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence or willful misconduct by the Executive in connection with the performance of his duties and responsibilities hereunder; (iv) the intoxication of Executive or Executive being under the influence of illegal or illegally obtained drugs during business hours or while on call, or Executive’s habitual drunkenness or addiction to drugs (provided that this shall not restrict the Executive from taking physician-prescribed medication in accordance with the applicable prescription); (v) the commission by the Executive of any (A) felony or (B) crime or act of moral turpitude; (vi) any action by the Executive that may materially impair or damage the reputation of the Company; (vii) insubordinate disregard of any lawful direction given to the Executive by the Board; or (viii) significant failure or significant refusal to comply with the Company's policies and procedures. Except for a significant failure, material breach or significant refusal which by its sole discretionnature cannot reasonably be expected to be cured, terminate Executive shall have ten (10) calendar days after written notice thereof to Executive by the Company within which to cure any acts constituting Cause. No act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. A termination of Executive’s employment for Cause (as herein defined) by delivery shall be effected in accordance with the following procedures. The Company shall give Executive Notice of Termination, setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”specific provision(s) of such Termination Notice. For purposes hereofthis Agreement on which it relies, termination for “Cause” shall mean (i) a conviction ofand stating the date, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions time and place of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion Meeting for Cause. The “Board Meeting for Cause” means a meeting of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN at which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a Executive’s termination for Cause pursuant to subsections will be considered, that takes place not less than ten (iii), 10) and not more than twenty (v20) and/or (vi) hereof, then business days after Executive receives the Notice of Termination. Executive shall have be given an opportunity, together with counsel, to be heard at the thirty (30) days following his receipt Board Meeting for Cause. Executive’s termination for Cause shall be effective when and if a resolution is duly adopted at the Board Meeting for Cause by a majority vote of the Termination entire membership of the Board, stating that in the good faith opinion of the Board, Executive conducted himself as described in the Notice to cure the breach specified thereinof Termination, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for and that such conduct constitutes Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodunder this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Neurotrope, Inc.), Employment Agreement (Synaptogenix, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate Immediately upon written notice by the Executive’s employment for Cause (as herein defined) by delivery Company to the Executive of a Termination Notice specifying the nature of such termination for Cause, effective as provided that such notice is given within 90 days after the discovery of the date (such effective date referred to herein as a “Termination Date”) Cause event by the Chairman of such Termination Noticethe Audit Committee of the Board or Chairman of the Compensation Committee of the Board. For purposes hereof, termination for “"Cause" shall mean (i) a conviction ofthe willful misconduct of the Executive with regard to the Company that is materially injurious to the Company, a plea of nolo contendereprovided, a guilty plea however, that no act or confession failure to act on the Executive's part shall be considered "willful" unless done, or omitted to be done, by the Executive to an act not in good faith and without reasonable belief that his action or omission was in the best interests of fraud, misappropriation or embezzlement or to a felonythe Company; (ii) the commission willful and continued failure of a fraudulent act the Executive to attempt to substantially perform the Executive's duties with the Company (other than any such failure resulting from incapacity due to physical or practice mental illness) which failure is not remedied within 15 business days of written notice from the Company specifying the details thereof; or (iii) the conviction of the Executive of (or the pleading by the Executive affecting EDGEN and/or Parentof nolo contendere to) any felony (other than traffic related offenses or as a result of vicarious liability). Notwithstanding the foregoing, following the Distribution, the Executive shall not be deemed to have been terminated for Cause without (i) advance written notice provided to the Executive not less than 14 days prior to the date of termination setting forth the Company's intention to consider terminating the Executive, including a statement of the date of termination and the specific detailed basis for such consideration for Cause; (ii) an opportunity of the Executive, together with his counsel, to be heard before the Board during the 14 day period ending on the date of termination; (iii) a duly adopted resolution of the willful failure Board, after such opportunity, stating that in accordance with the provisions of the next to the last sentence of this Section 7(c), that the actions of the Executive constituted Cause and the basis thereof; and (iv) a written determination provided by the Executive to follow Board setting forth the directions acts and omissions that form the basis of such termination of employment. Any determination by the Board hereunder shall be made by the affirmative vote of at least a two-thirds majority of the members of the Board of Directors of EDGEN; (iv) other than the Executive’s habitual drunkenness or use ). Any purported termination of illegal substances, each as determined in the reasonable discretion employment of the Board of Directors of EDGEN; (v) the material breach Executive by the Executive Company following the Distribution which does not meet each and every substantive and procedural requirement of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to Section 7 shall be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to treated for all purposes under this Agreement as a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodwithout Cause.

Appears in 2 contracts

Samples: Executive Employment Agreement (Travelers Property Casualty Corp), Executive Employment Agreement (Travelers Property Casualty Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause (as herein defined) by delivery Cause, provided that the Notice of Termination is delivered to the Executive of a Termination Notice specifying not more than 180 days after the nature of such Cause, effective as discovery by the Company of the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCause event. For purposes hereofof this Agreement, termination for “"Cause" shall mean mean: (i) a the conviction of, a plea of nolo contendereor pleading guilty to, a guilty plea felony or confession by the Executive to an act of fraudcrime involving moral turpitude, misappropriation or embezzlement or to a felony; (ii) the commission willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness which results in a fraudulent Disability), after a written demand for substantial performance is delivered to the Executive by the Board, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive's duties. For purposes of this provision, no act or practice 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 affecting EDGEN and/or Parent; (iii) in bad faith or without reasonable belief that the willful Executive's 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 regular outside 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. The cessation of employment of the Executive shall not be deemed to follow be for Cause unless and until there shall have been delivered to the directions Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one (1) time conduct described, and specifying the particulars thereof in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Employment Agreement (Golden Books Family Entertainment Inc), Agreement (Golden Books Family Entertainment Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, ,” effective as of the date of the Notice of Termination (such effective date referred to herein as a “Termination Date”) of such Termination Noticedefined in Section 7 below). For purposes hereof, termination for “Cause” shall mean mean, for purposes of this Agreement: (ia) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an Executive’s act of fraud, misappropriation dishonesty, misappropriation, or embezzlement with respect to the Company; (b) Executive’s conviction of, or to a plea of guilty or no contest to, any felony; (iic) Executive’s violation of the commission of a fraudulent act Company’s drug policy or practice by the Executive affecting EDGEN and/or Parentanti-harassment policy; (iiid) Executive’s admission of liability of, or finding by a court or the willful US Securities and 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 criminal in nature). As used herein, the term “Securities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (e) Executive’s failure by after reasonable prior written notice from the Executive Company to follow the directions comply with any valid and legal directive of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the is not remedied within thirty (30) days following his receipt of Executive being provided written notice thereof from the Company or Executive’s willful gross negligence in performance, or willful non-performance, of any of Executive’s duties and responsibilities with respect to the Company that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company; or (f) other than as provided in clauses (a) through (e) above, Executive’s material breach of any material provision of the Termination Notice employment agreement that is not remedied within thirty (30) days of Executive being provided written notice thereof. Executive shall not have acted, and shall not be deemed for purposes of this Agreement to cure the breach specified thereinhave acted, in a “willful” manner if capable of being curedExecutive acted, or failed to the reasonable satisfaction of Board of Directors of EDGEN prior act, in a manner that he believed in good faith to his employment being terminated for Cause pursuant thereto; providedbe in, howeveror not opposed to, the Executive shall have best interests of the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Appears in 2 contracts

Samples: Release Agreement (Calpine Corp), Executive Employment Agreement (Calpine Corp)

Cause. EDGEN mayDuring the Period of Employment, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean means termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession the willful and continued failure by the Employee to perform substantially her duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive to an act Officer of fraudthe Company (“CEO”) which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed her duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2(a), no act, or failure to act, on the part of the Employee shall be considered “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in, or not opposed to, 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 shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for her, together with counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board the Employee was guilty of EDGEN; the conduct set forth above in (vi) the material breach by the Executive or (ii) of this Agreement; or (viSection 2(a) an act of gross neglect or gross or willful misconduct that relates to and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Employment Agreement (Applera Corp), Employment Agreement (Applera Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment hereunder for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For the purposes hereofof this Agreement, termination for “the Company shall have "Cause” shall mean " to terminate the Executive's employment hereunder upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow substantially perform his duties hereunder, other than any such failure resulting from the directions Executive's incapacity due to physical or mental illness, or (ii) the Executive engaging in the commission of fraud, embezzlement or theft against the Company. 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 and without belief that his action or omission was in the best interest of the Board of Directors of EDGEN; (iv) Company. Notwithstanding the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive: (x) 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) at a meeting of the Board called and held for the purpose (after reasonable notice to cure any the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (i) or (ii) of the preceding sentence, and specifying the particulars thereof in detail, (y) an affidavit sworn to by the Secretary of the Company stating that such breach only one resolution was in fact adopted by the affirmative vote of not less than a majority of the entire membership of the Board (1excluding the Executive) time and that the Executive was found guilty of conduct set forth in any twelve clause (12i) month periodor (ii) of the preceding sentence specifying the particulars thereof in detail, and (z) a report with respect to such conduct from a firm of independent attorneys (other than general counsel for the Company) selected by a majority of the entire Board (excluding the Executive) and reasonably acceptable to the Executive, to the effect that the conduct of the Executive has been such as to permit the Board to terminate the Executive's employment for Cause within the meaning of the provisions of this subsection 6(b).

Appears in 2 contracts

Samples: Employment Agreement (American Vantage Companies), Employment Agreement (American Vantage Companies)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for The term “Cause” shall mean (iA) Executive’s willful and continued failure to substantially perform Executive’s duties to the Company or any of its Subsidiaries or Affiliates (other than as a conviction result of total or partial incapacity due to physical or mental illness or as a result of Executive resigning as Chief Executive Officer of Apria) which failure has continued for a period of at least 20 days following delivery to Executive of written demand by the Company or any of its Subsidiaries or Affiliates specifying the manner in which Executive has willfully failed to so perform; (B) Advisor’s engagement in fraud or willful dishonesty (other than dishonesty that has no material detrimental impact on the reputation or business of the Company and its Affiliates); (C) any act on the part of Executive that constitutes a felony (other than traffic offenses), or its equivalent under applicable non-U.S. law (provided that if Executive’s employment is terminated for “Cause” as a result of any such act, but is not convicted in respect of, and does not plead guilty or nolo contendere to, the applicable conduct before a plea court of nolo contenderecompetent jurisdiction, then the Company shall have the burden of establishing by clear and convincing evidence that such conduct occurred and could reasonably be expected to have a guilty plea material detrimental impact on the reputation or confession business of the Company and its Affiliates (and the failure to so satisfy such burden shall result in the termination of Executive’s employment being without Cause) or (D) Executive’s material breach of the provisions of Appendix A hereto; provided, further, that “Cause” shall cease to exist for an event on the 90th day following the later of its occurrence or the knowledge thereof by a majority of the Board, unless the Company or any of its Subsidiaries or Affiliates has given Executive written notice thereof prior to an act such date. A termination of fraud, misappropriation or embezzlement or Executive shall not be deemed with Cause unless and until there shall have been delivered to Executive a felony; (ii) the commission copy of a fraudulent act or practice finding duly approved by a majority of the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the not including Executive’s habitual drunkenness or use of illegal substances), each as determined concluding that, in the reasonable discretion good faith opinion of such majority, Executive has engaged in the conduct described in one or more of the Board of Directors of EDGEN; (v) clauses above, specifying the material breach particulars thereof in reasonable detail and demonstrating that no cure by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the was effected following giving Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) 20 days following his receipt of the Termination Notice to cure the breach specified thereinnegative impact of such conduct after written notice by the Company or any of its Subsidiaries or Affiliates to Executive of such conduct, if capable of being curedor, to in the Board’s good faith reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; providedjudgment, however, the Executive shall have the right to no cure any such breach only one (1) time in any twelve (12) month periodwas possible.

Appears in 2 contracts

Samples: Management Unit Subscription Agreement (Apria Healthcare Group Inc), Management Unit Subscription Agreement (Ahny-Iv LLC)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean mean: (i) a conviction of, a plea the willful and continued failure of nolo contendere, a guilty plea or confession by the Executive to an act perform substantially the Executive’s duties with the Company Group (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of fraud, misappropriation the Company which specifically identifies the manner in which the Board or embezzlement Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties; or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct that is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company who is a member of the Company’s executive management committee 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. 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 three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve (12) month period.detail. 6

Appears in 2 contracts

Samples: Employment Agreement Agreement (State Street Corp), Employment Agreement Agreement (State Street Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Board may terminate the Executive’s employment Employment of Employee under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for CauseCAUSE” shall mean be deemed to be: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act by Employee of (A) willful misconduct, (B) fraud, misappropriation (C) embezzlement, (D) theft or embezzlement or to (E) any other act constituting a felony, in each case causing or that is reasonably likely to cause material harm, financial or otherwise, to Employer; (ii) the commission of a fraudulent willful and intentional act or practice failure to act, which is committed by the Executive affecting EDGEN and/or ParentEmployee and which causes or can be expected to imminently cause material injury to Employer that is not cured by Employee within 15 days after written notice from the Board specifying such act or failure to act and requesting a cure; (iii) the a willful failure and material breach by the Executive to follow the directions Employee of this Agreement that is not cured by Employee within 15 days after written notice from the Board of Directors of EDGENspecifying the breach and requesting a cure; or (iv) the Executivehabitual abuse of alcohol, narcotics or other controlled substances which materially impairs Employee’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of ability to perform Employee’s duties hereunder that is not cured by Employee within 15 days after written notice from the Board of Directors of EDGEN; (v) the material breach by the Executive specifying such circumstances and requesting a cure. For purposes of this Agreement; , no act, or (vi) an act of gross neglect failure to act, on Employee’s part shall be deemed “willful” unless done, or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems omitted to be done, by Employee not in good faith and sufficient cause; providedwithout a reasonable belief that Employee’s act, that if or failure to act, was in the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interest of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodEmployer.

Appears in 2 contracts

Samples: Employment Agreement (Thermadyne Australia Pty Ltd.), Employment Agreement (Thermadyne Australia Pty Ltd.)

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Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Section 2, termination for “"Cause" shall mean termination of Executive's employment by Cricket: (i) a conviction of, a plea of nolo contendere, a guilty plea upon Executive's willful and continued failure substantially to perform Executive's duties with Cricket (other than any such failure resulting from Executive's incapacity due to physical or confession by the Executive to an act of fraud, misappropriation mental illness or embezzlement any such actual or to a felony; (ii) the commission anticipated failure after Executive's issuance of a fraudulent act or practice Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; Cricket (the "Cricket Board"), which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such duties, (ii) upon Executive's willful and continued failure substantially to follow and comply with the specific and lawful directives of the Cricket Board, as reasonably determined by the Cricket 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 Executive's issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Cricket Board, which demand specifically identifies the manner in which the Cricket Board believes that Executive has not substantially performed such directives, (iii) upon Executive's willful commission of an act of fraud or dishonesty resulting in material and demonstrable damage to Cricket, or (iv) upon Executive's willful engagement in illegal conduct or gross misconduct that is materially and demonstrably damaging to Cricket. For purposes of this Section 2(b), no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith. Notwithstanding the foregoing, Executive’s habitual drunkenness or use 's employment shall not be deemed terminated for "Cause" pursuant to this Section 2(b) unless and until there shall have been delivered to Executive a copy of illegal substances, each as determined in a resolution duly adopted by the reasonable discretion affirmative vote of not less than two-thirds (2/3) of the entire membership of the Cricket Board at a meeting of Directors of EDGEN; the Cricket Board (v) the material breach by the Executive of this Agreement; or (vi) after reasonable notice to Executive, an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENopportunity for Executive, in its reasonable discretiontogether with Executive's counsel, deems to be good heard before the Cricket Board and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice reasonable opportunity to cure the breach specified therein, if (provided such conduct is capable of being cured)), to finding that, in the Cricket Board's good faith opinion, Executive has committed the conduct set forth above in this Section 2(b) and specifying the particulars thereof in reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Severance Benefits Agreement (Leap Wireless International Inc), Severance Benefits Agreement (Leap Wireless International Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s Company of your employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iiia) the willful and continued failure by you to substantially perform your reasonably assigned duties with the Executive Company consistent with those duties assigned to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates you prior to the affairs of Parent and/or EDGEN Change in Control (other than any such failure resulting from your incapacity due to physical or mental illness) which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive failure shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall not have the been corrected within thirty (30) days following his receipt after a demand for substantial performance is delivered to you by the Chairman of the Termination Notice to cure Board or President of the breach specified thereinCompany which specifically identifies the manner in which such executive believes that you have not substantially performed your duties, if capable of being cured, or (b) the willful engaging by you in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this paragraph 4.2, no act, or failure to act, on your part shall be considered “willful” unless done, or omitted to be done, by you in knowing bad faith and without reasonable satisfaction belief that your action or omission was in, or not opposed to, 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 Directors counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of EDGEN prior the corporation. Notwithstanding the foregoing, you shall not be deemed to his employment being have been terminated for Cause pursuant thereto; provided, however, the Executive unless and until there shall have been delivered to you a copy of a resolution duly adopted by the right affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to cure any such breach only one you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in (1a) time or (b) of this paragraph 4.2 and specifying the particulars thereof in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Control Agreement (Northwest Pipe Co), Control Agreement (Northwest Pipe Co)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause (as herein defined) by delivery to during the Executive of a Termination Notice specifying the nature of such Employment Period either with or without Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) Executive’s continued intentional failure or refusal to materially abide by the terms and conditions of this Agreement or perform substantially Executive’s assigned duties (other than as a result of total or partial mental or physical incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the course of Executive’s employment with the Company; (iii) Executive’s conviction of, a or plea of guilty or nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or contendere to a felony or a crime (other than a felony; (ii) that involves moral turpitude or a breach of trust or fiduciary duty owed to the commission Company or any of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; its affiliates; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion a material breach of the Board of Directors of EDGEN; (v) the material breach by the Executive of restrictive covenants in this Agreement; or (viv) an act a material breach of gross neglect the Company’s Code of Conduct or gross another policy of the Company applicable to Executive, that does, or willful misconduct that relates could reasonably be expected to, result in material harm to the affairs Company, including reputational harm; provided that no act or failure to act, on the part of Parent and/or EDGEN which Board of Directors of EDGENExecutive, in its reasonable discretionwill be considered “willful” or “intentional” unless it is done, deems or omitted to be good done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company and sufficient cause; providedits 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, that Executive may be terminated under such clauses only if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the has not cured such action or omission within thirty (30) days following his receipt written notice thereof from the Company. Further, Executive shall not be deemed to be discharged for Cause unless and until there is delivered to Executive 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 Termination Notice entire membership of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to cure the breach specified thereinExecutive and Executive is given an opportunity, if capable of being curedtogether with counsel for Executive, to be heard before the reasonable satisfaction Board), finding in good faith that Executive is guilty of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have conduct set forth above and specifying the right to cure any such breach only one (1) time particulars thereof in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Employment Agreement (Independent Bank Group, Inc.), Employment Agreement (Independent Bank Group, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean the following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the Company or to an Affiliate; (ii) a conviction of, of Executive (or a plea of guilty or a plea of nolo contenderecontendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a guilty plea or confession by the Executive to an act of crime involving fraud, misappropriation embezzlement, dishonesty or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentmoral turpitude, from which conviction no further appeal may be taken; (iii) the willful failure by of the Executive to substantially follow the directions reasonable and lawful written instructions or policies of the Board or of Directors the Company with respect to the services to be rendered and the manner of EDGENrendering such services by Executive; (iv) the willful failure of Executive to render any material services to the Company or to an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates duties to the affairs of Parent and/or EDGEN which Board of Directors of EDGENCompany or to an Affiliate. Notwithstanding the foregoing, in its reasonable discretion, deems Executive’s employment shall not be deemed to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination have been terminated for Cause unless (A) reasonable notice shall have been given to him setting forth in detail the reasons for the Company’s intention to terminate for Cause, and if such Termination is pursuant to subsections clause (iiii), (viii) and/or or (viiv) hereofabove and such breach or action is curable, then the only if Executive shall have the has been provided a period of thirty (30) days following his from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) if such Termination Notice is pursuant to cure clause (i), (ii) or (iii) above, delivery shall have been made to Executive of a notice of Termination from the breach specified thereinBoard finding that in the good faith opinion of a majority of the Board (excluding the Executive, if capable of being curedapplicable) that the condition set forth in clause (i), to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1ii) time in any twelve or (12iii) month periodabove has been satisfied.

Appears in 2 contracts

Samples: Change of Control Agreement (Tetra Technologies Inc), Change of Control Agreement (Tetra Technologies Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Bank of the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean termination upon (i) a conviction ofthe failure of Employee to observe or perform (other than by reason of illness, a plea injury or incapacity) any of nolo contendere, a guilty plea the material terms or confession by the Executive to an act provisions of fraud, misappropriation or embezzlement or to a felonythis Agreement; (ii) the commission failure of a fraudulent act or practice by Employee to comply fully with the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions lawful directives of the Board of Directors of EDGENthe Bank (the "Board"); (iii) willful misconduct; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion material neglect of the Board business of Directors of EDGENthe Bank; (v) the material breach by the Executive conviction of this Agreementa felony or other crime involving moral turpitude; (vi) misappropriation of funds; or (vivii) an act habitual insobriety or drug addiction. In the case of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause "cause," the notice of termination shall specify the basis for the Bank's determination of "cause." Any act or failure to act based upon authority given pursuant to subsections (iii)a resolution duly adopted by the Board or based upon the advice of counsel for the Bank shall be conclusively presumed to be done, (v) and/or (vi) hereofor omitted to be done, then by the Executive shall have Executive's attention to matters not directly related to the thirty (30) days following his receipt business of the Termination Notice to cure Bank shall not provide a basis for termination for Cause. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the right affirmative vote of a majority of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one (1) time the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in any twelve (12) month periodthe good faith opinion of the Board the Executive was guilty of the conduct set forth above and specifying the particulars thereof in detail.

Appears in 2 contracts

Samples: Executive Severance Agreement (Allegheny Bancshares Inc), Executive Severance Agreement (Allegheny Bancshares Inc)

Cause. EDGEN may, at any time and in its sole discretion, Holdings shall be entitled to terminate the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice" without prior written notice. For purposes hereofof this Agreement, termination for “"Cause" shall mean mean: (i) wrongful misappropriation of Holdings' or any of its Subsidiaries' assets of a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonymaterial value; (ii) alcoholism or drug addiction, any of which materially impairs the commission ability of a fraudulent act Executive to perform his duties and responsibilities hereunder or practice by is seriously injurious to the Executive affecting EDGEN and/or Parentbusiness of Holdings and its Subsidiaries; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGENconviction of, or pleading "guilty" or "no contest" to, a felony; (iv) the Executive’s habitual drunkenness intentionally causing Holdings or use any of illegal substances, each as determined its Subsidiaries to violate a material local state or federal law in the reasonable discretion of the Board of Directors of EDGENany material respect; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross negligence or willful misconduct that relates to in the affairs conduct or management of Parent and/or EDGEN which Board of Directors of EDGEN, in Holdings and its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the Subsidiaries not remedied within thirty (30) days following his after receipt of written notice from Holdings which materially affects Holdings or any of its Subsidiaries; (vi) willful refusal to comply with any significant, lawful and proper policy, directive or decision of the Termination Notice Board in furtherance of a legitimate business purpose or willful refusal to cure perform the duties reasonably assigned to Executive 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 not remedied within thirty (30) days after receipt of written notice from Holdings; or (vii) breach specified thereinby Executive of this Agreement, if capable in any material respect, not remedied within thirty (30) days after receipt of being cured, written notice from Holdings. In the event of a termination "with Cause" pursuant to the reasonable satisfaction provisions of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; providedclauses (i) through (vii) above, howeverinclusive, the Executive shall have the right be entitled to cure any such breach only one (1) time no severance or other termination benefits, except as provided in any twelve (12) month periodSection 9(a).

Appears in 2 contracts

Samples: Employment Agreement (New York & Company, Inc.), Employment Agreement (New York & Company, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate The term "Cause" shall mean termination of the Executive’s 's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as because of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean Executive's (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonypersonal dishonesty; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentmaterial incompetence; (iii) willful misconduct; (iv) breach of fiduciary duty involving personal profit; (v) intentional failure to perform stated duties; (vi) willful violation of any law, rule, regulation (other than traffic violations or similar offenses) or final cease and desist order; or (vii) material breach of any material provision of this Agreement. In determining material incompetence, the willful acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of this subsection, no act, or failure by to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Company or its affiliates. Executive shall be entitled to thirty (30) days' prior written notice (the "Notice of Termination") of the Bank's intention to terminate Executive's employment for Cause, and such Notice of Termination shall specify the grounds for such termination, afford the Executive a reasonable opportunity to follow cure any conduct or act (if curable) alleged as grounds for such termination; provide the directions of Executive with a reasonable opportunity to present to the Board of Directors of EDGEN; (iv) the Company, together with counsel, the Executive’s habitual drunkenness or use 's position regarding any dispute relating to the existence of illegal substances, each as determined in such Cause. Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the reasonable discretion affirmative vote of not less than a majority of the members of the Board at a meeting of Directors the Board called and held for that purpose (after reasonable notice to the Executive), finding that in the good faith opinion of EDGEN; (v) the material breach by Board, the Executive was guilty of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a conduct justifying termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then and specifying the particulars thereof in detail. The Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall not have the right to cure receive compensation or other benefits for any such breach only one (1) time in period after termination for Cause. Any stock options or limited rights granted to Executive under any twelve (12) month periodstock option plan or any unvested awards granted under any other stock benefit plan of the Bank, the Company or any subsidiary thereof, shall become null and void effective upon Executive's Date of Termination for Cause.

Appears in 2 contracts

Samples: Special Termination Agreement (Fidelity Bancorp Inc /De/), Special Termination Agreement (Fidelity Bancorp Inc /De/)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea termination of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness employment because of (a) any act or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the omission that constitutes a material breach by the Executive of any of his obligations under this Agreement; (b) 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 conviction of a felony, or any willful perpetration by the Executive of a common law fraud that is materially injurious to the Company; or (vid) an act of gross neglect or gross or any other willful misconduct by the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company, the Parent or any 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, (y) any act or omission of the Executive based upon authority given by or pursuant to an action of the Board or upon the advice of counsel for the Company or (z) any disagreement with respect to the advisability, timing or implementation of the sale of any capital stock or assets of the Company or Parent, shall be conclusively presumed not to be willful or to constitute a failure or refusal on the part of the Executive (it being understood that clause (z) above is not intended to be exclusive with respect to the extent to which disagreements in policy will be presumed not to be willful or to constitute a failure or refusal on the part of the Executive); provided further, however, that if any such Cause relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENExecutive’s obligations under this Agreement, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company shall not terminate the Executive’s employment hereunder unless the Company first gives the Executive shall receive a Termination Notice with respect written notice of its intention to a termination terminate and of the grounds for Cause pursuant to subsections (iii)such termination, (v) and/or (vi) hereof, then and the Executive shall have the thirty (30) has not, within 20 business days following his receipt of the Termination Notice to cure the breach specified thereinnotice, if capable of being curedcured such Cause, to the reasonable satisfaction of Board of Directors of EDGEN prior the Board, or in the event such Cause is not susceptible to his employment being terminated for Cause pursuant thereto; provided, howevercure within such 20-business day period, the Executive shall have the right has not taken all reasonable steps within such 20-business day period to cure any such breach only one (1) time 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 any twelve (12) month periodbad faith.

Appears in 2 contracts

Samples: Employment Agreement (Acg Holdings Inc), Employment Agreement (Acg Holdings Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment under this Agreement for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “the term "Cause" shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful and continued failure by the Executive to follow the directions of the Board of Directors of EDGEN; substantially perform his duties under this Agreement (iv) other than any such failure resulting from the Executive’s habitual drunkenness 's incapacity due to physical or use mental illness or from the termination of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach this Agreement by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates for Good Reason), after a demand for substantial performance is delivered to the affairs of Parent and/or EDGEN Executive by the Company specifically identifying the manner in which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Company believes the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)has not substantially performed his duties, (v) and/or (vi) hereof, then and the Executive shall have the failed to resume substantial performance of such duties within thirty (30) days following his receipt of receiving such demand, (ii) the willful engaging by the Executive in criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the conviction of the Termination Notice Executive of a felony (other than a traffic violation) or the conviction of the Executive of a misdemeanor which impairs the Executive's ability substantially to cure perform his duties with the breach specified thereinCompany. For purposes of this paragraph, if capable 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 and without reasonable belief that his action or omission was in the best interest of being cured, the Company. Notwithstanding anything herein to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevercontrary, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the right Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the members of the Board then in office (other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice to cure any such breach only one the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth in clause (1i), (ii) time or (iii), above, and specifying the particulars thereon in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Employment Agreement (Sportsline Com Inc), Employment Agreement (Sportsline Usa Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate Termination by the Executive’s employment for Cause (as herein defined) by delivery to the Executive Company of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination your employ­ment for “Cause” shall mean means termination by the Company of your employment upon (a) your willful and continued failure to substantially perform your duties with the Company (other than any failure resulting from your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Chief Executive Officer of the Company (or if you are the Chief Executive Officer, the Chairman of the Compensation Committee of the Board of Directors) that specifi­cally identifies the manner in which the Chief Executive Officer believes that you have not substan­tially performed your duties, or (b) your willfully engaging in misconduct that is materially injurious to the Company, monetarily or otherwise. For purposes of this subparagraph 4.1, no act, or failure to act, on your part will be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief that your action or omission was in the best interest of the Company. Notwithstanding the above, you will not be deemed to have been terminated for Cause unless and until you have been given a copy of a Notice of Termination from the Chief Executive Officer of the Company (or if you are the Chief Executive Officer, the Chairman of the Compensation Committee of the Board of Directors), after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before (i) a conviction ofthe Chief Executive Officer, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) if you are an elected officer of the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of Company, the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substancesCompany, each as determined finding that in the reasonable discretion good faith opinion of the Chief Executive Officer, or, in the case of an elected officer, finding that in the good faith opinion of two-thirds of the Board of Directors of EDGEN; Directors, you committed the conduct set forth above in clauses (va) the material breach by the Executive or (b) of this Agreement; or (vi) an act subparagraph 4.1, and specifying the particulars of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, finding in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Appears in 2 contracts

Samples: Equifax Inc, Equifax Inc

Cause. EDGEN may, at any time and in its sole discretion, terminate Thirty (30) days after written notice by the Executive’s employment for Cause (as herein defined) by delivery Company to the Executive of a Termination Notice specifying termination for Cause if the nature Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In 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 delivers notice of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for Cause. “Cause” shall mean the Company’s termination of the Executive’s employment with the Company or any of its subsidiaries as a result of: (i) a conviction offraud, a plea embezzlement or any willful act of nolo contendere, a guilty plea or confession material dishonesty by the Executive in connection with or relating to an act the Executive’s employment with the Company or any of fraud, misappropriation or embezzlement or to a felonyits subsidiaries; (ii) the commission theft or misappropriation of a fraudulent act property, information or practice other assets by the Executive affecting EDGEN and/or Parentin 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, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the willful failure by Executive’s conviction, guilty plea, no contest plea, or similar plea for any felony or any crime that results in or could reasonably be expected to result in material loss, damage or injury to the Executive to follow the directions of the Board of Directors of EDGENCompany and its subsidiaries, their goodwill, business or reputation; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in alcohol or drugs while working that materially interferes with the reasonable discretion ability of Executive to perform the Board of Directors of EDGENExecutive’s material duties hereunder; (v) the Executive’s material breach by 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 Executive Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any of his obligations under this Agreement; or (vivii) an act the Executive’s repeated insubordination, or refusal (other than as a result of gross neglect a Disability or gross physical or willful misconduct that relates mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by the affairs of Parent and/or EDGEN CEO which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient causeare consistent with Executive’s position with the Company; provided, that if that, for clauses (i) – (vii) above, the Company delivers written notice to Executive shall receive a Termination Notice with respect of the condition giving rise to a termination for Cause pursuant to subsections within ninety (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (3090) days following his receipt after the Company becomes aware of the Termination Notice to cure the breach specified therein, if capable its initial occurrence. For avoidance of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverdoubt, the Executive being 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 have not independently constitute Cause (but any circumstances giving rise to the right Executive being deemed an Unsuitable Person shall constitute Cause to cure any the extent such breach only one circumstances are grounds provided in clauses (1i) time in any twelve (12vii) month periodabove).

Appears in 2 contracts

Samples: Executive Employment Agreement (DraftKings Inc.), Executive Employment Agreement (DraftKings Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean is defined as: (i) the conviction of the Executive by a conviction of, court of competent jurisdiction as to which no further appeal can be taken of a crime involving moral turpitude or a felony or entering the plea of nolo contendere, a guilty plea or confession contendere to such crime by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyExecutive; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentof a material act of fraud upon Xxxxxx; (iii) the willful failure material misappropriation by the Executive to follow the directions of the Board any funds or other property of Directors of EDGENXxxxxx; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in knowing engagement by the reasonable discretion Executive without the written approval of the Board Board, in any material activity which directly competes with the business of Directors Xxxxxx, or which would directly result in material injury to the business or reputation of EDGENXxxxxx; (vv)(1) the a material breach by the Executive during the Executive’s employment with Xxxxxx of any of the restrictive covenants set out in the Executive’s employment agreement with the Company, if applicable, or (2) the willful and material nonperformance of the Executive’s duties to Xxxxxx (other than by reason of the Executive’s illness or incapacity), and, for purposes of this Agreement; clause (v), no act or failure to act on Executive’s part shall be deemed “willful” unless it is done or omitted by the Executive not in good faith and without his reasonable belief that such action or omission was in the best interest of Xxxxxx, (vi) an act any breach of gross neglect or gross or willful misconduct that relates the Executive’s fiduciary duties to Xxxxxx, including, without limitation, the duties of care, loyalty and obedience to the affairs law; and (vii) the intentional failure of Parent and/or EDGEN which Board the Executive to comply with Xxxxxx’x Code of Directors of EDGENBusiness Conduct and Ethics, or to otherwise discharge his duties in its reasonable discretion, deems good faith and in a manner that the Executive reasonably believes to be good in the best interests of Xxxxxx, and sufficient cause; provided, that if with the Executive shall receive care an ordinarily prudent person in a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodlike position would exercise under similar circumstances.

Appears in 2 contracts

Samples: Change in Control Severance Compensation Agreement (Callon Petroleum Co), Change in Control Severance Compensation Agreement (Callon Petroleum Co)

Cause. EDGEN may, at any time and in its sole discretion, The Bank may terminate the Executive’s employment for Cause (as herein defineda “Termination for Cause”) by delivery at any time after notice to the Executive of a Termination Notice specifying setting forth in reasonable detail the nature of such Causethe Cause and after an opportunity for the Executive, effective together with her counsel, to be heard before the Board of Directors. The following, as determined by the Board of the date (such effective date referred to herein as a “Termination Date”) Directors in its reasonable judgment, shall constitute Cause for termination of such Termination Notice. For purposes hereof, termination for “Cause” shall mean employment: (i) a conviction of, a plea of nolo contendere, a guilty plea the Executive’s deliberate dishonesty with respect to the Bank or confession by the Executive to an act of fraud, misappropriation any subsidiary or embezzlement affiliate thereof; or to a felony; (ii) the commission conviction of a fraudulent act crime related to banking activity or practice by the Executive affecting EDGEN and/or Parentmoral turpitude; or (iii) the gross and willful failure by to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to follow the directions Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of EDGENsuch failure; or (iv) the willful engaging by the Executive in illegal or gross misconduct which is materially and demonstrably injurious to the Bank or the Company. 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 reasonable belief that the Executive’s habitual drunkenness action or use of illegal substances, each as determined omission was in the reasonable discretion best interests of the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or a senior officer of EDGEN; (v) the material breach Bank, or based upon the advice of counsel for the Bank, shall be conclusively presumed to be done, or omitted to be done, by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to in good faith and in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interests of the Termination Notice to cure Bank. Notwithstanding the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverforegoing, the Executive shall not be deemed to have been discharged for “Cause” unless and until there shall have been delivered to her a copy of a certification by the right Clerk of the Bank that two-thirds (2/3) of the entire Board of Directors found in good faith that the Executive was guilty of conduct which is deemed to cure any such breach only one (1) time be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive, except as provided for in any twelve (12) month periodSection 6.2 of this Agreement.

Appears in 2 contracts

Samples: Employment Agreement (Provident Bancorp, Inc.), Employment Agreement (Provident Bancorp, Inc. /MD/)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” 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 after written demand for substantial performance 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) violated any fiduciary duty, (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) 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 (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by him without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Appears in 2 contracts

Samples: Senior Vice President Severance Agreement (Apria, Inc.), Senior Vice President Severance Agreement (Apria, Inc.)

Cause. EDGEN may, The Company may terminate the Executive's employment hereunder at any time for Cause. For purposes of this Agreement, the term "Cause" shall mean: (A) the commission by the Executive of any felonious act or any other criminal act involving moral turpitude, dishonesty, theft or unethical business conduct, (B) the willful and continued failure of the Executive to substantially perform his duties (other than as a result of being Disabled) which duties the Executive has been directed in its sole discretion, terminate writing to perform by the Board; (C) willful misconduct or gross negligence by the Executive in the performance of the Executive’s employment for Cause 's duties, or (as herein definedD) a material failure of the Executive to comply with any material policy or procedure of the Company. However, no termination will be deemed to have occurred by reason of "Cause" under clause (D) of the preceding sentence unless such termination occurs following (i) the delivery of written notice from the Company to the Executive of a Termination Notice specifying setting forth in reasonable detail the nature of such Cause, effective as of reasons for the date (such effective date referred Company's intention to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by terminate the Executive to an act of fraud, misappropriation or embezzlement or to a felonyfor Cause; (ii) the commission a period of a fraudulent act or practice by 15 calendar days after receipt of such notice during which the Executive affecting EDGEN and/or Parentis afforded an opportunity to cure the neglect or conduct that is the basis for such notice; (iii) the willful Executive, together with his legal counsel, is afforded an opportunity to be heard before the full Board; and (iv) two-thirds of the disinterested directors on the Board vote to terminate the Executive for Cause based upon the reasons enumerated by the Company in the notice delivered pursuant to clause (i). No action or failure to act by the Executive to follow the directions of shall be considered "willful" if it is determined by the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach to have been done by the Executive of this Agreement; in good faith and with the reasonable belief that the Executive's action or (vi) an act of gross neglect or gross or willful misconduct that relates to omission is in the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt best interest of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany.

Appears in 1 contract

Samples: Employment Agreement (Trenwick Group LTD)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Termination of Executive’s employment for Cause (as herein defined) by delivery “cause” shall be deemed to have occurred if the Executive Company follows the procedures set forth in this paragraph and terminates Executive’s employment on account of a Termination Notice specifying the nature of such Cause, effective as any one of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean following: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by Executive has engaged in willful and recurring misconduct in not following the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the legitimate directions of the Board of Directors of EDGENthe Company; (ii) Executive has been convicted of a felony and all appeals from such conviction have been exhausted; (iii) Executive has engaged in habitual drunkenness; (iv) Executive has been excessively absent from work which absence is not related to disability, illness, sick leave or vacations; or (v) Executive has engaged in continuous conflicts of interest between his personal interests and the Executive’s habitual drunkenness or use interests of illegal substancesthe Company. If the Company proposes to terminate the employment of the Executive for Cause, each as determined the Company shall give written notice to the Executive specifying the reasons for such proposed determination with particularity and, in the case of a termination for Cause under clause (i) of this paragraph (including any breach of the provisions of paragraph 5 of this Agreement), (iii) or (iv), the Executive shall have a reasonable discretion opportunity to correct any curable situation to the reasonable satisfaction of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN Company, which Board of Directors of EDGEN, in its reasonable discretion, deems to period shall be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the no less than thirty (30) days following his from the Executive’s receipt of the Termination Notice to cure notice of proposed termination. Notwithstanding the breach specified thereinforegoing, if capable of being cured, the Executive’s employment shall not be terminated for Cause unless and until there shall be delivered to the reasonable satisfaction Executive a copy of the resolution duly adopted by the affirmative vote of not less than the majority of the members of the Board of Directors of EDGEN prior the Company at a meeting called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his employment being terminated for Cause pursuant thereto; providedlegal counsel, howeverto be heard before the Board of Directors) finding that, in the opinion of the Company’s Board of Directors, the Executive shall have the right to cure any such breach only one (1) time has engaged in any twelve (12) month periodconduct justifying a termination for Cause.

Appears in 1 contract

Samples: Employment Agreement (TCF Financial Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” 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 after written demand for substantial performance 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) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) 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 (xi) engaged in or committed a breach of any term of this Agreement. For purposes of the above clauses (i) and (vi) of this Section 3(d), no act, or failure to act, on the Executive’s part shall be considered willful unless done or omitted to be done, by his without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause (as herein defined) by without delivery to the Executive of a Termination Notice specifying notice of termination signed by the nature of such CauseCompany’s Chief Executive Officer stating that, effective as in the good faith opinion of the date (officer signing such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howevernotice, the Executive shall have has engaged in or committed conduct of the right to cure any such breach only one (1) time nature described above in any twelve (12) month periodthe second sentence of this Section 3(d), and specifying the particulars thereof.

Appears in 1 contract

Samples: Executive Severance Agreement (Ahny-Iv LLC)

Cause. EDGEN may, at any time and in its sole discretion, CCB may terminate Executive's employment during the Executive’s employment Employ-ment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “"Cause" shall mean mean: (i) the willful and continued failure of Executive to perform Executive's duties with CCB or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a conviction of, a plea of nolo contendere, a guilty plea or confession written demand for performance is delivered to Executive by the Board or the Chief Executive to an act Officer of fraud, misappropriation CCB which specifically identifies the manner in which the Board or embezzlement or to a felonyChief Executive Officer believes that Executive has not performed Executive's duties; (ii) the commission Executive's personal dishonesty, willful misconduct, or breach of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentfiduciary duty from which he derives a personal profit; (iii) Executive's willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease and desist order; or (iv) Executive's willful breach of any material term or condition of this Agreement. For purposes of this provision, no act or failure to act, on the willful part of Executive, shall be considered "willful" or a breach of fiduciary duty unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive's action or omission was in the best interests of CCB. 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 of CCB or based upon the advice of counsel for CCB after consultation with the Chief Executive Officer about such advice shall be conclusively presumed to follow be done, or omitted to be done, by Executive in good faith and in the directions best interests of CCB. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of Directors the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of EDGEN; the Board, Executive is guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the Executive’s habitual drunkenness or use particulars thereof in detail. For purposes of illegal substancesthis Section 6(b), each as determined in the reasonable discretion any such finding by three-quarters of the Board of Directors of EDGEN; shall be conclusive. (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iiic), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 1 contract

Samples: Employment Agreement (CCB Financial Corp)

Cause. EDGEN may, at any time and in its sole discretion, terminate The Company may Terminate the Executive’s employment for Cause (as herein defined) by delivery to Employment of the Executive of a Termination Notice specifying during the nature of such Employment Period for Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession repeated violations by the Executive of the Executive’s obligations under Section 3(a) of this Agreement (other than as a result of incapacity due to an act physical or mental illness) which are demonstrably willful and deliberate on the Executive’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of fraud, misappropriation the Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations or embezzlement or to a felony; (ii) the commission conviction of the Executive of a fraudulent act felony involving moral turpitude. For purposes of this Section 4(b), no act, or practice 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 affecting EDGEN and/or Parent; 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 authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company (iiior any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) the willful failure 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 follow be for Cause unless and until there shall have been delivered to the directions Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) excluding the Executive’s habitual drunkenness , if the Executive is a member of the Board, and excluding, for the period commencing on the Effective Date and ending three months after the Second Succession Date, any Chairman or use Executive Chairman of illegal substances, each as determined in the reasonable discretion Board) at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel for the Executive, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have committed the right to cure any such breach only one (1conduct described in Section 4(b)(i) time or 4(b)(ii), and specifying the particulars thereof in any twelve (12) month perioddetail.

Appears in 1 contract

Samples: Executive Employment Agreement (TYCO INTERNATIONAL PLC)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) with the Company may be terminated by delivery to the Executive of a Termination Notice specifying the nature of such Company with or without Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean mean: (i) a conviction of, a of (or plea of nolo contendere, contendere to) a guilty plea felony (other than traffic-related citations) or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyother crime involving dishonesty; (ii) the commission willful and material unauthorized disclosure of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentconfidential information; (iii) gross misconduct or gross neglect in the willful failure by performance of Executive’s duties having a material adverse effect on the Executive to follow the directions business of the Board of Directors of EDGENCompany or its material affiliates; (iv) willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities, after being instructed by the Executive’s habitual drunkenness Company to cooperate, or use the willful destruction or failure to preserve documents or other material reasonably known to be relevant to such an investigation, or the willful inducement of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGENothers to fail to cooperate or to destroy or fail to produce documents or other material; or (v) willful and material violation of the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates Company’s written conduct policies, including but not limited to the affairs Company’s Employment Handbook and Ethics Code having a material adverse effect on the business of Parent and/or EDGEN which Board the Company or its material affiliates. The Company will give Executive written notice prior to termination of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause employment pursuant to subsections sub-paragraphs (iii), (iv) or (v) and/or (vi) hereofof the foregoing, then setting forth the nature of any alleged failure, breach or refusal in reasonable detail and the conduct required to cure. Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, Executive shall have 20 business days from the thirty giving of such notice within which to cure any failure, breach or refusal under sub-paragraphs (30iii), (iv) days following his receipt or (v) of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoforegoing; provided, however, that, if the Company reasonably expects irreparable injury from a delay of 20 business days, the Company may give Executive notice of such shorter period within which to cure as is reasonable under the circumstances. For purposes of sub-paragraph (ii) of the foregoing, no act by Executive shall have be considered “willful” if such act is done by Executive in the right to cure any good faith belief that such breach only one (1) time act is or was in any twelve (12) month period.the best interests of the

Appears in 1 contract

Samples: Employment Agreement (E.W. SCRIPPS Co)

Cause. EDGEN mayThe Company may terminate this Agreement and Executive's employment 30 days after written notice to Executive for "Cause", at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” which shall mean be: (i) a conviction of, a plea Executive's willful and material breach of nolo contendere, a guilty plea or confession by this Agreement (which remains uncured at the Executive to an act end of fraud, misappropriation or embezzlement or to a felonysuch 30-day period); (ii) Executive's gross negligence in the commission performance or intentional nonperformance (in either case continuing for 30 days after receipt of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentwritten notice of need to cure) of any of Executive's material duties and responsibilities hereunder; (iii) Executive's dishonesty or fraud with respect to the willful failure business, reputation or affairs of an AMPAM Company which materially and adversely affects an AMPAM Company (monetarily or otherwise); or (iv) Executive's conviction of a felony crime involving moral turpitude. Any termination for Cause must be approved by a majority of the Executive to follow the directions eligible members of the Board (For this purpose, any member of Directors the Board reasonably believed by a majority of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined Board to be at fault in the events leading the Board to consider terminating Executive for Cause shall also be excluded, including Executive if Executive is a member of the Board.). For purposes hereof no act, or failure to act, on Executive's part shall be deemed "willful" unless found by the Board, in its discretion, to be done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the Board, finding that, in the good faith discretion of the Board Board, Executive was guilty of Directors conduct set forth above and specifying the particulars thereof in detail. In the event of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)Cause, (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the no right to cure any such breach only one (1) time in any twelve (12) month periodseverance compensation.

Appears in 1 contract

Samples: Employment Agreement (American Plumbing & Mechanical Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for The term “Cause” shall mean means: (i) Employee’s continued failure to perform his duties and responsibilities with the Company (other than any failure due to physical or mental incapacity) after a conviction of, a plea of nolo contendere, a guilty plea or confession demand for performance is delivered to him by the Executive to an act Board of fraudDirectors which specifically identifies the manner in which the Board believes he has not performed his duties, misappropriation or embezzlement or to a felony; (ii) gross negligence or willful misconduct which causes material injury, monetary or otherwise, to the commission of a fraudulent act Company or practice by the Executive affecting EDGEN and/or Parent; its affiliates, or (iii) violation of one or more of the willful covenants in Article V (except violation of the covenant not to compete after termination after Change in Control as discussed herein). No act or failure to act by Employee shall be considered “willful” unless done or omitted to be done by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. The unwillingness of Employee to accept, under circumstances that give rise to a Constructive Termination, any or all of a change in the nature or scope of his position, authorities or duties, a reduction in his total compensation or benefits, or other action by or at request of the Company in respect of his position, authority, or responsibility that is contrary to the Agreement, may not be considered by the Executive Board of Directors to follow be a failure to perform or misconduct by Employee. Notwithstanding the directions foregoing, Employee shall not be deemed to have been terminated for Cause for purposes of the Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths of the entire Board of Directors of the Company at a meeting of the Board of Directors called and held (after reasonable notice to Employee and an opportunity for Employee and his counsel to be heard before the Board) for the purpose of EDGEN; (iv) the Executive’s habitual drunkenness considering whether Employee has been guilty of such a willful failure to perform or use of illegal substancessuch willful misconduct as justifies termination for Cause hereunder, each as determined finding that in the reasonable discretion good faith opinion of the Board of Directors of EDGEN; (v) Employee has been guilty thereof and specifying the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodparticulars thereof.

Appears in 1 contract

Samples: Confidentiality Agreement (Pride International Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment during the Employment Period for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such or without Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) the Executive’s willful failure to perform his obligations under Section 2(a) (other than as a conviction of, result of physical or mental incapacity) which constitutes a plea of nolo contendere, a guilty plea or confession breach by the Executive of his obligations and duties thereunder, as reasonably determined by the Board, which is not remedied within 30 days after receipt of the written notice from the Board provided for in the next sentence specifying such breach and that has caused demonstrable and serious economic injury to the Company, (ii) commission by the Executive of an act of fraudfraud upon, misappropriation or embezzlement or to a felony; (ii) willful misconduct toward, the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; Company, (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the a material breach by the Executive of this AgreementSection 6 or Section 9 that has caused demonstrable and serious economic injury to the Company, (iv) the conviction of the Executive of any felony (or a plea of nolo contendere thereto) that involves financial misconduct or moral turpitude or that has resulted in any adverse publicity regarding the Executive or the Company or economic injury to the Company; or (viv) the willful failure of the Executive to carry out, or comply with, in any material respect any directive of the Board consistent with the terms of this Agreement, which is not remedied within 30 days after receipt of the written notice from the Board provided for in the next sentence and that has caused demonstrable and serious economic injury to the Company. Notwithstanding the foregoing, no act or omission shall constitute “Cause” for purposes of this Agreement unless a majority of the disinterested members of the Board (neither the Executive nor members of his family being deemed disinterested for this purpose) the Board provides Executive (x) written notice clearly and fully describing the particular acts or omissions which the Board reasonably believes in good faith constitutes “Cause;” (y) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGENopportunity, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) within 30 days following his receipt of such notice, to meet in person with the Termination Notice Board to cure explain or defend the breach specified therein, if capable of being curedalleged acts or omissions relied upon by the Board and, to the reasonable satisfaction extent practicable, to cure such acts or omissions; and (z) a copy of a resolution duly adopted by a majority of disinterested members of the Board finding that in the good faith opinion of Directors of EDGEN prior to his employment being terminated the Board, Executive committed the alleged acts or omissions and that they constitute grounds for Cause pursuant thereto; providedhereunder. Further, however, no act or omission shall be considered willful unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company. The Executive shall have the right to cure any such breach only one (1contest a determination of Cause by the Company by requesting arbitration in accordance with the terms of Section 11(j) time in any twelve (12) month periodhereof.

Appears in 1 contract

Samples: Executive Employment Agreement (S&c Holdco 3 Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment hereunder ----- for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature "cause" upon not less than five days' prior written notice of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Noticetermination. For purposes hereofof this Agreement, termination for “Cause” the Company shall mean have "cause" to terminate the Executive's employment hereunder upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iiA) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful continued failure by the Executive to follow substantially perform his duties hereunder (other than any such failure resulting from the directions Executive's incapacity due to physical or mental illness or the removal of Executive's office to a location more than 5 miles from its current location), which failure has not been cured (i) within three days after a written demand for substantial performance is delivered to the Executive by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties (the "Three Day Period"), or (ii) in the event such failure cannot be reasonably cured within the Three Day Period, within 20 days thereafter, provided that the Executive promptly commences and thereafter diligently prosecutes the cure thereof, or (B) the Executive's conviction of any criminal act or fraud with respect to the Company. Notwithstanding the foregoing, the Executive's employment may not be terminated for cause unless and until the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than 80 percent of the entire Board of Directors at a meeting of the Board (of Directors of EDGEN; (iv) which the Executive’s habitual drunkenness or use of illegal substancesExecutive was given at least 20 days prior written notice and an opportunity, each as determined together with his counsel, to be heard before the Board), finding that in the reasonable discretion good faith opinion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive has not substantially performed his duties (which failure shall be described in detail) and such failure has not been cured within the period described in (ii) above. In addition, the Company shall not have cause to terminate the right Executive's employment hereunder as a result of any event occurring prior to cure any such breach only one (1) time in any twelve (12) month periodthe date hereof and previously disclosed to the Company. The burden of establishing cause shall be upon the Company.

Appears in 1 contract

Samples: Is an Employment Agreement (Pure World Inc)

Cause. EDGEN mayDuring the Period of Employment, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean means termination upon (i) a conviction of, a plea of nolo contendere, a guilty plea or confession the willful and continued failure by the Employee to perform substantially his/her duties with the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness) after a demand for a substantial performance is delivered to the Employee by the Chief Executive to an act Officer of fraudthe Company (“CEO”) which specifically identifies the manner in which the CEO believes that the Employee has not substantially performed his/her duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct which is materially and demonstrably injurious to the Company. For purposes of this Section 2 (a), no act, or failure to act, on the part of the Employee shall be considered “willful” unless done, or omitted to be done, by the Employee in bad faith and without reasonable belief that the Employee’s action or omission was in, or not opposed to, 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 shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) affirmative vote of not less than three quarters of the willful failure by the Executive to follow the directions entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board called and held for that purpose (after reasonable notice to the Employee and an opportunity for him/her, together with counsel, to be heard before the Board), finding that in the good faith opinion of Directors the Board the Employee was guilty of EDGEN; the conduct set forth above in (vi) the material breach by the Executive or (ii) of this Agreement; or Section 2 (via) an act of gross neglect or gross or willful misconduct that relates to and specifying the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, particulars thereof in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month perioddetail.

Appears in 1 contract

Samples: Employment Agreement (Life Technologies Corp)

Cause. EDGEN mayDuring the two-year period following a Change in Control, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such "Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” " shall mean (i) the willful and continued failure of the Employee to substantially perform her duties with the Corporation (other than any such failure resulting from the Employee's incapacity due to physical or mental illness or any such failure subsequent to the Employee being delivered a conviction of, a plea notice of nolo contendere, a guilty plea or confession termination without Cause by the Executive Corporation or delivering a notice of termination for Good Reason to an act of fraudthe Corporation) after a written demand for substantial performance is delivered to the Employee by the Board which specifically identifies the manner in which the Board believes that the Employee has not substantially performed the Employee's duties, misappropriation or embezzlement or to a felony; (ii) the commission willful engaging by the Employee in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Corporation or its subsidiaries. For purpose of this paragraph (b), no act or failure to act by the Employee shall be considered "willful" unless done or omitted to be done by the Employee in bad faith and without reasonable belief that the Employee's action or omission was in the best interests of the Corporation or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Corporation. Cause shall not exist unless and until the Corporation has delivered to the Employee a copy of a fraudulent act or practice resolution duly adopted by two-thirds (2/3) of the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions entire Board at a meeting of the Board of Directors of EDGEN; called and held for such purpose (iv) after reasonable notice to the Executive’s habitual drunkenness or use of illegal substancesEmployee and an opportunity for the Employee, each as determined together with counsel, to be heard before the Board), finding that in the reasonable discretion good faith opinion of the Board of Directors of EDGEN; an event set forth in clause (vi) the material breach by the Executive of this Agreement; or (viii) an act has occurred and specifying the particulars thereof in detail. Following a Change in Control, the Corporation must notify the Employee of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for any event constituting Cause pursuant to subsections within ninety (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (3090) days following his receipt the Corporation's knowledge of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for its existence or such event shall not constitute Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodunder this Agreement.

Appears in 1 contract

Samples: Employment Agreement (Oxford Health Plans Inc)

Cause. EDGEN mayAs used in this Agreement, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean any of the following: (i) a conviction ofExecutive’s willful failure or refusal, a plea after notice thereof, to perform specific directives of nolo contenderethe Board when such directives are lawful and consistent with the Executives duties and responsibilities described in this Agreement, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission dishonesty of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; the Company, (iii) the willful failure by the Executive to follow the directions habitual abuse of the Board of Directors of EDGEN; drugs or alcohol, (iv) the Executive’s habitual drunkenness conviction of Executive of, or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach a plea by the Executive of this Agreement; guilty or (vi) an act of no contest to, any felony or any crime involving moral turpitude, fraud, gross neglect neglect, embezzlement or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)misrepresentation, (v) and/or any gross or willful conduct of the Executive resulting in loss to the Company or damage to the reputation of the Company, (vi) hereoftheft from the Company, then (vii) commission or participation by Executive in any other injurious act or omission wantonly, willfully, recklessly or in a manner which was grossly negligent against the Company; or (viii) violation by the Executive, after notice thereof, of the material business policies and guidelines of the Company as may be in effect from time to time. Notwithstanding anything herein to the contrary, the Company shall notify the Executive of any purported grounds constituting Cause, and the Executive shall have the thirty no less than twenty (3020) business days following his receipt of the Termination Notice within which to cure such purported grounds. In the breach specified thereinevent that such grounds cannot be cured within said period of time, if capable of being and provided that it is possible for such grounds to be cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right a reasonable period of time (not to exceed sixty (60) days) to cure such grounds, provided that he is proceeding in good faith to cure same. The notice shall state with particularity the conduct of the Executive constituting Cause. The Executive shall have a reasonable opportunity to present his position to the Board during the notice period and prior to any such breach only one (1) time in any twelve (12) month period.termination

Appears in 1 contract

Samples: Executive Employment Agreement (Health Systems Solutions Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s employment for Cause (as herein defined) hereunder by delivery written notice given to the Executive of a for Cause or without Cause. Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean termination because: (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to has intentionally committed an act of frauddishonesty, misappropriation embezzlement, fraud or embezzlement theft in his relations with the Company in such a manner as to cause material loss, damage or injury to a felony; or otherwise to materially endanger the business, property, reputation or employees of the Company, (ii) Executive has repeatedly abused alcohol or drugs in a manner materially adversely affecting his job performance, (iii) Executive has been found guilty of or has plead nolo contendere to the commission of a fraudulent act felony offense involving dishonesty; or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) Executive has caused material loss, damage or injury to or otherwise materially endangered the Executive’s habitual drunkenness property, reputation or use of illegal substances, each as determined in the reasonable discretion employees of the Board Company due to his act(s) of Directors of EDGENgross negligence; (v) insubordination or other willful violation of a material oral directive or a material written policy of the material breach by the Executive of this AgreementCompany; or (vi) an act breach of gross neglect or gross or willful misconduct that relates to the affairs any material provision of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretothis Agreement; provided, however, that the occurrence of item (v) or (vi) of this Section 1.6(b) shall not constitute Cause unless the Board notifies the Executive shall have thereof in writing, specifying in reasonable detail the right nature of such occurrence and stating that it is grounds for Cause, and unless the Executive fails to cure any such breach only one occurrence within 10 days after notice is given under this Agreement. If the Board reasonably determines in good faith that the Executive has failed to cure the conditions which are grounds for Cause under item (1v) or (vi) of this Section 1.6(b) within 10 days after such notice is given, the Board will provide the Executive with notification of such determination and allow the Executive to respond and to defend himself before the Board of Directors within a reasonable time in any twelve (12not to exceed 10 days) month periodafter such notification. After which, the Board of Directors will make a reasonable and good faith determination as to whether the Executive has cured the conditions which are grounds for Cause.

Appears in 1 contract

Samples: Employment Agreement (Orchard Enterprises, Inc.)

Cause. EDGEN may, at any time and in its sole discretion, terminate “Cause” means (i) the Executive’s employment for Cause (as herein defined) by delivery willful conduct that is demonstrably and materially injurious to the Executive of a Termination Notice specifying the nature of such CauseCompany or an Affiliate, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea monetarily or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyotherwise; (ii) the commission Executive’s material breach of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentcovenant set forth in Section 3; (iii) the willful failure by the Executive to follow the directions Executive’s breach of the Board of Directors of EDGENExecutive’s fiduciary duties to the Company or an Affiliate; (iv) the Executive’s habitual drunkenness conviction of any crime (or use entering a plea of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGENguilty or nolo contendre to any crime) constituting a felony; or (v) the material breach Executive’s conviction of any crime (or entering a plea of guilty or nolo contendre to any crime) or entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities. A termination of the Executive shall not be for “Cause” unless the decision to terminate the Executive is set forth in a resolution to that effect and specifying the particulars thereof and that is approved by a majority of the members of the Board (exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) prior to such termination. No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in good faith or with a reasonable belief on the part of this Agreement; the Executive that the action or (vi) omission was in the best interest of the Company or an Affiliate. Any act or failure to act by the Executive based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of gross neglect or gross or willful misconduct that relates counsel to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems Company shall be conclusively presumed to be good and sufficient cause; provided, that if done or omitted to be done by the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then in good faith and in the Executive shall have the thirty (30) days following his receipt best interest of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodCompany and its Affiliates.

Appears in 1 contract

Samples: Severance Agreement (Tredegar Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period only for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraudhas not substantially performed the Executive's duties, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions Board or upon the instructions or concurrence 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. 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 three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. (12) month period.c)

Appears in 1 contract

Samples: Agreement (Gatx Corp)

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have the right to terminate the Executive’s employment for Cause 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, the Company shall have “Cause” to terminate Executive’s employment hereunder upon: (as herein definedi) by delivery Executive’s conviction of, or plea of guilty or no contest to: (A) any felony or other criminal offense that could result in imprisonment of at least 1 year or (B) a crime involving fraud, theft, misappropriation, dishonesty or embezzlement under either federal or state law; (ii) Executive’s dishonesty in communications to the Board, any member of the Board or any other superior officer or superior employee he is required to report to in the course of fulfilling Executive’s material employment duties; (iii) Executive’s proven commission of intentional or grossly negligent acts that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business; or (iv) Executive’s willful refusal to perform Executive’s employment duties in any material respect (other than as a result of Executive’s short term disability or medical emergency involving a member of Executive’s immediate family, or as the result of any Company approved leave). If the Board has reasonable belief that Executive has committed any of a Termination Notice specifying the nature acts described above, it may suspend Executive (with pay) while it investigates whether it has or could have Cause to terminate Executive. The Company may terminate Executive for Cause prior to the completion of such its investigation; provided, that, if it is ultimately determined that Executive has not committed an act which would constitute Cause, Executive, at the option of the Board, shall be reinstated effective as of the date (such effective date referred to herein of suspension or shall be treated as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “if he were terminated without Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 1 contract

Samples: Employment Agreement (Horizon PCS Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company may terminate the Executive’s 's employment during the Employment Period for Cause Cause. For purposes of this Agreement, "Cause" shall mean: (as herein definedi) by delivery the willful and continued failure of the Executive to perform substantially the Executive's duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive of a Termination Notice specifying by the nature of such Cause, effective as Board or the Chief Executive Officer of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea Company which specifically identifies the manner in which the Board or confession by Chief Executive Officer believes that the Executive to an act of fraud, misappropriation has not substantially performed the Executive's duties; or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice willful engaging by the Executive affecting EDGEN and/or Parent; (iii) in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful Company. 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 reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to follow act, based upon authority given pursuant to a resolution duly adopted by the directions 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. 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 three-quarters of the entire membership of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion at a meeting of the Board of Directors of EDGEN; called and held for such purpose (v) the material breach by after reasonable notice is provided to the Executive of this Agreement; or (vi) and the Executive is given an act of gross neglect or gross or willful misconduct that relates opportunity, together with counsel, to be heard before the affairs of Parent and/or EDGEN which Board of Directors of EDGENBoard), finding that, in its reasonable discretion, deems to be the good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt faith opinion of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, howeverBoard, the Executive shall have is guilty of the right to cure any such breach only one conduct described in subparagraph (1i) time or (ii) above, and specifying the particulars thereof in any twelve detail. (12) month period.c)

Appears in 1 contract

Samples: Change of Control Employment Agreement Agreement (Western Atlas Inc)

Cause. EDGEN may, at any time and in its sole discretion, WENDY’S may terminate the ExecutiveEXECUTIVE’S employment under this Agreement for “CAUSE.” A termination for CAUSE is a termination by reason of the Board’s employment good faith determination that the EXECUTIVE (a) willfully and continually failed to substantially perform his duties with WENDY’S (other than a failure resulting from the EXECUTIVE’S incapacity due to physical or mental illness) after a written demand for Cause (as herein defined) by delivery substantial performance is delivered to the Executive EXECUTIVE by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the EXECUTIVE has not substantially performed his duties and such failure substantially to perform continues for at least fourteen (14) days, or (b) has willfully engaged in conduct which is demonstrably and materially injurious to WENDY’S, monetarily or otherwise, or (c) has otherwise materially breached this Agreement (including, without limitation, a voluntary termination of the EXECUTIVE’S employment by the EXECUTIVE during the EMPLOYMENT TERM). No act, nor failure to act, on the EXECUTIVE’S part, shall be considered “willful” unless he has acted, or failed to act, with an absence of good faith and without a reasonable belief that his action or failure to act was in the best interest of WENDY’S. Notwithstanding the foregoing, the EXECUTIVE’S employment shall not be deemed to have been terminated for CAUSE unless and until (1) there shall have been delivered to the EXECUTIVE a copy of a Termination Notice written notice setting forth that the EXECUTIVE was guilty of conduct set forth above in clause (a), (b) or (c) of the first sentence of this Section 4.1 and specifying the nature of such Causeparticulars thereof in detail, effective as of the date and (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii2) the commission of a fraudulent act or practice EXECUTIVE shall have been provided an opportunity to be heard by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; WENDY’S (iv) with the Executive’s habitual drunkenness or use assistance of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iiiEXECUTIVE’S counsel), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month period.

Appears in 1 contract

Samples: Change in Control Agreement for Key Employees (Wendys International Inc)

Cause. EDGEN mayThe Company may terminate this Agreement and Executive's employment 30 days after written notice to Executive for "Cause", which shall be: (1) Executive's willful and material breach of this Agreement (which remains uncured at the end of such 30-day period); (2) Executive's gross negligence in the performance or intentional nonperformance (in either case continuing for 30 days after receipt of written notice of need to cure) of any time of Executive's material duties and in its sole discretionresponsibilities hereunder; (3) Executive's dishonesty or fraud with respect to the business, terminate the reputation or affairs of an AMPAM Company which materially and adversely affects an AMPAM Company (monetarily or otherwise); or (4) Executive’s employment 's conviction of a felony crime involving moral turpitude. Any termination for Cause (as herein defined) must be approved by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as majority of the date eligible members of the Board (such effective date referred For this purpose, any member of the Board reasonably believed by a majority of the Board to herein as be at fault in the events leading the Board to consider terminating Executive for Cause shall also be excluded, including Executive if Executive is a “Termination Date”) member of such Termination Noticethe Board.). For purposes hereof, termination for “Cause” no act, or failure to act, on Executive's part shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession be deemed "willful" unless found by the Board, in its discretion, to be done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company. Notwithstanding the foregoing, Executive shall not be deemed to an act of fraud, misappropriation or embezzlement or have been terminated for Cause unless and until there shall have been delivered to Executive a felony; (ii) the commission copy of a fraudulent act or practice resolution duly adopted by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substancesBoard, each as determined finding that, in the reasonable good faith discretion of the Board Board, Executive was guilty of Directors conduct set forth above and specifying the particulars thereof in detail. In the event of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)Cause, (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the no right to cure any such breach only one (1) time in any twelve (12) month periodseverance compensation.

Appears in 1 contract

Samples: Employment Agreement (American Plumbing & Mechanical Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereof, termination for “Cause” shall mean the following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the Company or to an Affiliate; (ii) a conviction of, of Executive (or a plea of guilty or a plea of nolo contenderecontendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a guilty plea or confession by the Executive to an act of crime involving fraud, misappropriation embezzlement, dishonesty or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parentmoral turpitude, from which conviction no further appeal may be taken; (iii) the willful failure by of the Executive to substantially follow the directions reasonable and lawful written instructions or policies of the Board or of Directors the Company with respect to the services to be rendered and the manner of EDGENrendering such services by Executive; (iv) the willful failure of Executive to render any material services to the Company or to an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, which failure amounts to a material neglect of Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates duties to the affairs of Parent and/or EDGEN which Board of Directors of EDGENCompany or to an Affiliate. Notwithstanding the foregoing, in its reasonable discretion, deems Executive’s employment shall not be deemed to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination have been terminated for Cause unless (A) Annex-1 reasonable notice shall have been given to him setting forth in detail the reasons for the Company’s intention to terminate for Cause, and if such Termination is pursuant to subsections clause (iiii), (viii) and/or or (viiv) hereofabove and such breach or action is curable, then the only if Executive shall have the has been provided a period of thirty (30) days following his from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) if such Termination Notice is pursuant to cure clause (i), (ii) or (iii) above, delivery shall have been made to Executive of a notice of Termination from the breach specified thereinBoard finding that in the good faith opinion of a majority of the Board (excluding the Executive, if capable of being curedapplicable) that the condition set forth in clause (i), to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1ii) time in any twelve or (12iii) month periodabove has been satisfied.

Appears in 1 contract

Samples: Change of Control Agreement (Tetra Technologies Inc)

Cause. EDGEN may, at any time and in its sole discretion, terminate The Company may Terminate the Executive’s employment for Cause (as herein defined) by delivery to Employment of the Executive of a Termination Notice specifying during the nature of such Employment Period for Cause, effective as of the date (such effective date referred to herein as a “Termination Date”) of such Termination Notice. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea of nolo contendere, a guilty plea or confession repeated violations by the Executive of the Executive’s obligations under Section 3(a) of this Agreement (other than as a result of incapacity due to an act physical or mental illness) which are demonstrably willful and deliberate on the Executive’s part, which are committed in bad faith or without reasonable belief that such violations are in the best interests of fraudthe Company and which are not remedied in a reasonable period of time after receipt of written notice from the Company specifying such violations, misappropriation or embezzlement or to a felony; (ii) the commission conviction of the Executive of a fraudulent act felony involving moral turpitude or practice by the Executive affecting EDGEN and/or Parent; (iii) any action or event directly or indirectly relating to the willful failure Executive that occurs or becomes known to the Board after December 15, 2015 that the Board determines in its sole discretion (by vote of two-thirds of the disinterested members thereof) damages the reputation of the Company, is a source of disruption to the business of the Company or negatively impacts the ability of the Executive to follow lead the directions management of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoCompany; provided, however, that prior to any termination under clause (iii), the Company shall give the Executive no less than two (2) business days prior notice of its intent to effect such termination and Executive may elect during the period of such notice to terminate his employment under Section 4(e), but such termination by the Executive shall not be effective unless the Executive shall have delivered to the right Company and not revoked a release, waiver and covenant not to cure xxx substantially in the form attached as Exhibit B to the Amended and Restated Executive Employment Agreement, dated as of January 24, 2016. For purposes of this Section 4(b), 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 authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company (or any act which the Executive omits to do because of the Executive’s reasonable belief that such breach only one act would violate law or the Company’s standards of ethical conduct in its corporate policies) 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 Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board (1excluding the Executive, if the Executive is a member of the Board) time 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, together with counsel for the Executive, to be heard before the Board), finding that, in any twelve (12the good faith opinion of the Board, the Executive committed the conduct described in Section 4(b)(i) month periodor 4(b)(ii), and specifying the particulars thereof in detail.

Appears in 1 contract

Samples: Employment Agreement (Johnson Controls Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company shall have the right to terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as and such termination in and of the date (such effective date referred itself shall not be, nor shall it be deemed to herein as be, a “Termination Date”) breach of such Termination Noticethis Agreement. For purposes hereofof this Agreement, termination for “Cause” shall mean (i) a conviction of, a plea habitual drug or alcohol use which impairs the ability of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felonyperform his duties hereunder; (ii) Executive’s conviction during the commission Employment Period by a court of competent jurisdiction, or a fraudulent act pleading of “no contest” or practice by guilty to a felony or the Executive affecting EDGEN and/or Parentequivalent if outside the United States; (iii) Executive’s engaging in fraud, embezzlement or any other illegal conduct with respect to any member of the Group 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 Executive to follow the directions of Board (or the Board of Directors of EDGENthe Parent (the “Parent Board”)) that specifically identifies the manner in which the Board (or Parent Board) believes that Executive has failed or refused to perform his duties; (ivvi) the Executive’s habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the Executive otherwise breaches any material breach by the Executive provision of this AgreementAgreement or any Group policies related to conduct which is not cured, if curable, within 10 days after written notice thereof; or (vivii) an act of gross neglect or gross or Executive’s willful misconduct that relates which is directly related to the affairs of Parent and/or EDGEN employment relationship and which Board of Directors of EDGENhas 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, in its reasonable discretion, deems or omitted to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii)done, (vi) and/or by Executive not in good faith and (viii) hereof, then without a reasonable belief that his action or omission was in the Executive shall have the thirty (30) days following his receipt best interest of the Termination Notice Company. However, acts or failures to cure act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the breach specified thereinBoard, if capable of being cured, to unless Executive in good faith believes such directives are illegal and Executive promptly notifies the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive thereof. The Company shall have the right to cure 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 and such breach only one (1) time in any twelve (12) month periodaction shall not give Executive Good Reason to terminate his employment.

Appears in 1 contract

Samples: Employment Agreement (Max Capital Group Ltd.)

Cause. EDGEN The Company may, at any time time, and in its sole discretion, terminate the Executive’s employment for Cause (as herein defined) by delivery to of the Executive of a Termination Notice specifying the nature of such hereunder for Cause, effective as of the date (such effective date referred to herein as a “the "Termination Date") of such written notice (the "Termination Notice") to the Executive specifying the nature of such Cause. For purposes hereofof this Agreement, termination for “"Cause" shall mean if the Executive (i) a conviction of, a plea of nolo contendere, a guilty plea fails or confession by refuses to act in any material respect in accordance with the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting EDGEN and/or Parent; (iii) the willful failure by the Executive to follow the reasonable directions of the Board of Directors or Chief Executive Officer of EDGENApollo or the Company in a manner that would constitute an act of insubordination or is in continuing willful material breach of this Agreement; provided, however, that in such case the Company shall give Executive a Termination Notice specifying the directions the Executive failed to 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; (ivii) has been convicted of a felony; or (iii) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment. During the Executive’s habitual drunkenness or use of illegal substances, each as determined cure period referred to in the reasonable discretion of subsection (i) the Board of Directors of EDGEN; (v) Apollo may cause the material breach by Company to suspend the employment of the Executive hereunder if the conduct of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates the Executive constituting Cause is deemed to have a potential negative effect on the affairs of Parent and/or EDGEN which Company in the Board of Directors Director's sole determination. If the Executive has not cured such action within the specified cure period, the employment of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination be terminated by the Company for Cause Cause. If the employment of the Executive hereunder is terminated pursuant to subsections (iiithis Section 7(a), (v) and/or (vi) hereof, then the Company and Apollo shall have no further obligations to the Executive shall have the thirty (30) days following his receipt of hereunder after the Termination Notice to cure Date other than the breach specified thereinpayment of Base Salary accrued and unpaid under Section 4 hereof through the Termination Date, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant thereto; provided, however, the Executive shall have the right to cure any such breach only one (1) time in any twelve (12) month periodor except as otherwise provided by law.

Appears in 1 contract

Samples: Employment Agreement (Averstar Inc)

Cause. EDGEN may, at any time and in its sole discretion, The Company has the right to terminate the Executive’s employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as and such termination will not be a breach of this Agreement by the date (such effective date referred to herein as a “Termination Date”) of such Termination NoticeCompany. For purposes hereof, termination for “Cause” shall mean means termination of employment for one of the following reasons: (i) the conviction of Executive by a conviction of, a plea federal or state court of nolo contendere, a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or competent jurisdiction to a felonyfelony which relates to Executive’s employment at the Company; (ii) the commission of a fraudulent an act or practice acts of dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the Executive affecting EDGEN and/or Parentexpense of the Company or any affiliate; or (iii) Executive’s “willful” failure to follow a direct, reasonable and lawful written directive from the willful failure by Chief Executive Officer of the Company delivered to the Executive to follow which specifically identifies the directions manner in which the Chief Executive Officer believes the Executive has not performed within the reasonable scope of the Board of Directors of EDGEN; (iv) the Executive’s habitual drunkenness or use of illegal substancesduties, each as determined in the reasonable discretion of the Board of Directors of EDGEN; (v) the material breach by the Executive of this Agreement; or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of Parent and/or EDGEN which Board of Directors of EDGEN, in its reasonable discretion, deems to be good and sufficient cause; provided, that if the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof, then the Executive shall have the failure is not cured within thirty (30) days following his receipt days. For purposes of this Section 5(c), no act or failure to act on Executive’s part shall be deemed “willful” unless done or omitted to be done by Executive, in bad faith and without reasonable belief that Executive’s action or omission was in the best interest of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of Board of Directors of EDGEN prior to his employment being terminated for Cause pursuant theretoCompany; provided, however, that the unwillingness of Executive to accept an act that would constitute Good Reason or any other action by or at the request of the Chief Executive Officer that is contrary to this Agreement may not be considered by the Company to be a failure to perform or misconduct by Executive. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause for purposes of the right Agreement unless and until there shall have been delivered to cure any him a copy of a resolution, duly adopted by a vote of three-fourths (3/4) of the entire Board at a meeting of the Board called and held (after a notice to Executive identifying in reasonable detail the manner in which Company believes Cause exists and an opportunity for Executive and his counsel to prepare for and to be heard before the Board) for the purpose of considering whether Executive has been guilty of such breach only one (1) time a willful failure to perform or such willful misconduct as justifies termination for Cause hereunder, finding that, in any twelve (12) month periodthe good faith opinion of the Board, Executive has been guilty thereof, and specifying the particulars thereof.

Appears in 1 contract

Samples: Employment Agreement (Continental Resources Inc)

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