Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 5 contracts
Sources: Executive Employment Agreement (Heelys, Inc.), Executive Employment Agreement (Heelys, Inc.), Executive Employment Agreement (Heelys, Inc.)
Cause. In addition The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any other rights employment or remedies available to severance agreement then in effect between Executive and the Company during or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the Employment Term, in its sole discretion Company may terminate termination of Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any only because the Board determines that one or more of the followingfollowing events have occurred: (i) Company’s determination any act or omission that constitutes a material breach by such Executive has materially neglected, failed, or refused to render the Services or perform of any other of his material duties or obligations under this AgreementAgreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) Company’s determination the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially violated injurious to the Company or any provision of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this AgreementAgreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, violation a breach of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction for, confidentiality obligation to the Company or entry of a plea of no contest the Executive’s engagement in any Prohibited Activity during his employment with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect the Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment which remains uncured for Cause unless Company provides Executive with 30 days after written notice to such Executive specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt detail the nature of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticemisconduct.
Appears in 5 contracts
Sources: Management Unit Subscription Agreement (Radiation Therapy Services Holdings, Inc.), Support and Voting Agreement (Vestar Capital Partners v L P), Support and Voting Agreement (Vestar Capital Partners v L P)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the CEO which describes the basis for the CEO’s belief that Executive has materially neglected, failed, or refused not substantially performed his duties and provides Executive with thirty (30) days to render the Services or perform any other material duties or obligations under this Agreement; take corrective action;
(ii) Company’s determination Any material act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, or other crime a felony that adversely affects or (in the Company’s reasonable judgment) may adversely affect Board of Directors reasonably believes has had or will have a material detrimental effect on the Company, the ability of Executive to provide the Services, ’s reputation or any of the other Company Parties (as defined below); business;
(iv) A willful breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission other civil or criminal securities law action (regardless of whether or not Executive constituting admits or denies liability), which the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s Board of Directors determines, in its reasonable judgmentdiscretion, will have a material detrimental effect on the Company’s reputation or business;
(vi) may harm or embarrass, Company or Executive entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses any action which would bar Executive from service as an executive officer or member of a board of directors of any publicly-traded company (iregardless of whether or not Executive admits or denies liability);
(vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Company’s Board of Directors or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(viii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement, if (A) the disqualification or bar continues for more than thirty (30) days, and (iiB) of during that period the Company uses its commercially reasonable efforts to cause the disqualification or bar to be lifted. While any disqualification or bar continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 12(a)(iii), Executive shall receive notice and an opportunity to be heard before the Company’s Board of Directors with Executive’s own attorney before any termination for Cause unless is deemed effective. Notwithstanding anything to the contrary, the CEO or the Company’s Board of Directors may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company provides information, employees and business should Executive with written notice specifying such breach or violation, in reasonable detailwish to avail himself of his opportunity to be heard before the Company’s Board of Directors prior to a termination for Cause. If Executive avails himself of his opportunity to be heard before the Company’s Board of Directors, and Executive then fails to cure or remedy such breach or violation make himself available to the Company’s Board of Directors within fifteen five (155) business days after receipt of such notice; provided furtherrequest to be heard, that the Company’s Board of Company shall have Directors may thereafter cancel the sole discretion to determine whether such a breach or violation is subject to cure, administrative leave and if so, whether the terminate Executive successfully effected a cure following noticefor Cause.
Appears in 5 contracts
Sources: Employment Agreement (Outdoor Channel Holdings Inc), Employment Agreement (Outdoor Channel Holdings Inc), Employment Agreement (Outdoor Channel Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means and only means any of the following: (i) Company’s determination that Executive has materially neglected, faileda conviction of, or refused to render plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the Services laws of the United States or perform any other material duties or obligations under this AgreementState by Executive; (ii) Company’s determination any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that Executive has otherwise materially violated causes material harm to such entity, but excluding any provision of this Agreementdisclosure required by subpoena, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect court order or subsequently promulgated or revisedapplicable law; (iii) Executive’s conviction for, fraud or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime willful misconduct that adversely affects or (in causes material harm to the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any act or omission written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentand legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) may harm days of notice thereof from the Company that specifies such material failure; or embarrass(vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any of the successor or affiliate thereof to discharge or dismiss Executive for any other Company Parties; acts or (v) any act omissions, but such other acts or omission of Executive constituting the knowing omissions shall not be deemed or intentional violation of applicable law with respect toconstrued, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) for purposes of this SectionAgreement, if to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such breach or violation cure period. Whether a termination is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that shall be determined by the Board of Company in its judgment and discretion, which shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebe exercised in good faith.
Appears in 5 contracts
Sources: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means for termination will mean any one or more of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiia) Executive’s conviction forof, or entry of a plea of “guilty” or “no contest with respect contest” to, any felonyfelony or any crime involving fraud, crime dishonesty or moral turpitude under the laws of moral turpitudethe United States or any state thereof; (b) Executive’s commission of, or other crime participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that adversely affects causes harm; (c) Executive’s intentional, material violation of any contract or (in Company’s reasonable judgment) may adversely affect agreement between the Executive and the Company, the ability Company’s employee handbook and employment policies, the Company’s Code of Executive to provide the ServicesConduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure of the Company’s confidential information or trade secrets or other Company Parties material breach of the Confidentiality Agreement (as defined below); (ive) Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any act internal or omission of Executive involving fraud, theft, dishonesty, disloyalty, external Company investigation or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or audit (in Company’s reasonable judgment) may harm or embarrass, whether being conducted by the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesby a third-party); provided, however, that with respect in order to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides “Cause” pursuant to the foregoing clauses (c), (d), (e), and (f) the Board must first provide Executive with written notice specifying such breach or violationof the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure or remedy such breach or violation Cause event within fifteen (15) such period, then the termination of employment must be effective not later than 30 days after receipt the end of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a Executive’s cure following noticeperiod.
Appears in 4 contracts
Sources: Executive Employment Agreement (Sweetgreen, Inc.), Executive Employment Agreement (Sweetgreen, Inc.), Executive Employment Agreement (Sweetgreen, Inc.)
Cause. In addition to any other rights or remedies available to Company during (a) For the Employment Termpurpose of this Agreement, in its sole discretion Company may terminate Executive’s employment for Cause (“Cause,” as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following (alone or in combination):
(b) Executive is convicted of or takes a plea of nolo contendere to a crime involving dishonesty, fraud or moral turpitude;
(c) Executive has engaged in any of the following: (i) Company’s determination that Executive has materially neglectedfraud, failedembezzlement, theft or refused to render the Services or perform any other material duties or obligations under this Agreement; dishonest acts, (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreementunprofessional conduct, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, gross negligence related to the business or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission other conduct that is materially detrimental to the business as determined in the reasonable business judgment of Company;
(d) Executive involving fraudmaterially violates a significant Company policy (as they may be amended from time to time), theft, dishonesty, disloyalty, or illegality with respect to, or that such as policies required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ or embarrasses or (in Act, Company’s reasonable judgment) may harm Drug Free Workplace Policy or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgmentEEO policies, and does not cure such violation (if curable) may harm within twenty (20) days after written notice from Company;
(e) Executive willfully takes any action that significantly damages the assets (including tangible and intangible assets, such as name or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (iireputation) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Company;
(f) Executive fails to perform Executive’s duties in good faith or Executive persistently fails to perform Executive’s duties, and does not cure or remedy such breach or violation failures within fifteen ten (1510) days after written notice from Company or, if notice and cure have previously taken place regarding a similar failure to perform, if the circumstance recurs;
(g) Executive uses or discloses (or allows others to use or disclose) Confidential Information, as defined in this Agreement, without authorization; or
(h) Executive breaches this Agreement in any material respect and does not cure such breach (if curable) within twenty (20) days after written notice from Company or, if notice and cure have previously taken place regarding a similar breach, if a similar breach recurs. A termination of employment by the Employer for one of the reasons set forth in Section II. 3(a)-(h) above will not constitute cause unless, within the 60-day period immediately following the occurrence of such event, Employer has given written notice to Executive specifying in reasonable detail the event or events relied upon for such termination and Executive has not remedied such event or events within twenty (20) days of the receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 4 contracts
Sources: Executive Employment Agreement (TrueBlue, Inc.), Executive Employment Agreement (TrueBlue, Inc.), Executive Employment Agreement (TrueBlue, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment at any time during the Term for Cause (as defined in or without Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any shall mean (1) a breach by the Executive of the following: (i) CompanyExecutive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; , which constitutes nonperformance by the Executive of his obligations and duties hereunder, as determined by the Board, that is not cured within 15 days of the Executive’s receipt of written notice thereof from the Board, (ii2) commission by the Executive of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company, (3) a material breach by the Executive of any restrictive covenants contained within this Agreement that is not cured within 15 days after the Executive’s determination receipt of written notice thereof from the Board, (4) the Executive’s conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving fraud, dishonesty, or moral turpitude or causing material harm, financial or otherwise, to the Company, (5) the willful refusal or intentional failure of the Executive to carry out, or comply with, in any material respect, any lawful and material written directive of the Board (of which the Board will give the Executive written notice of and a reasonable opportunity to remedy), (6) the Executive’s unlawful use (including being under the influence) or possession of illegal drugs, or (7) the Executive’s willful and material violation of any federal, state, or local law or regulation applicable to the Company or its business which adversely affects the Company that is not cured after written notice from the Board. For purposes of the definition of “Cause”, no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive has otherwise materially violated any provision not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. For purposes of this Agreement, including, a termination “without limitation, violation of Cause” shall mean a termination by the Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that during the Board of Company shall have Term at the Company’s sole discretion to determine whether such for any reason other than a breach termination based upon Cause, death or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeDisability.
Appears in 4 contracts
Sources: Executive Employment Agreement (Midstates Petroleum Company, Inc.), Executive Employment Agreement (Midstates Petroleum Company, Inc.), Executive Employment Agreement (Midstates Petroleum Company, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment TermThe Company, in acting by its sole discretion Company Board of Directors, may terminate the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) Companythe Executive’s determination that Executive has materially neglected, failedconviction of, or refused a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to render perform the Services Executive’s obligations as an employee of the Company or perform any other material duties or obligations under this AgreementAgreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction forcommission of an act of embezzlement, fraud or entry of dishonesty which results in a plea of no contest with respect toloss, any felony, crime of moral turpitude, damage or other crime that adversely affects or (in injury to the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (the Executive’s substantial and continuing gross negligence in Company’s reasonable judgment) may harm or embarrass, Company or any the performance of the other Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company Partieswhich adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vvii) any act the Executive’s continuing material failure or omission refusal to perform the Executive’s duties in accordance with the terms of Executive constituting this Agreement. Notwithstanding anything herein to the knowing contrary, the Executive’s resignation promptly following an action by the Company that results in a constructive termination or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any discharge of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have constitute a termination by the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany without Cause for purposes of this Agreement.
Appears in 4 contracts
Sources: Coo Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc), Employment Agreement (Broadview Networks Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means and only means any of the following: (i) Company’s determination that Executive has materially neglected, faileda conviction of, or refused to render plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the Services laws of the United States or perform any other material duties or obligations under this AgreementState by Executive; (ii) Company’s determination any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company or any successor or affiliate thereof that Executive has otherwise materially violated causes material harm to such entity, but excluding any provision of this Agreementdisclosure required by subpoena, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect court order or subsequently promulgated or revisedapplicable law; (iii) Executive’s conviction forfraud, gross negligence or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime willful misconduct that adversely affects or (in causes material harm to the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any act or omission written agreement between Executive and the Company if such breach is not cured by Executive within thirty (30) days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality written notice thereof from the Company that specifies such material breach; (vi) Executive’s material failure to comply with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentand legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) may harm days of notice thereof from the Company that specifies such material failure; or embarrass(vii) Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not in any way preclude or restrict the right of the Company or any of the successor or affiliate thereof to discharge or dismiss Executive for any other Company Parties; acts or (v) any act omissions, but such other acts or omission of Executive constituting the knowing omissions shall not be deemed or intentional violation of applicable law with respect toconstrued, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) for purposes of this SectionAgreement, if to constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of being cured, Executive shall not be entitled to such breach or violation cure period. Whether a termination is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that shall be determined by the Board of Company in its judgment and discretion, which shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebe exercised in good faith.
Appears in 4 contracts
Sources: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Cause. In addition For purposes of this Agreement, a termination of employment is for “Cause” if the termination occurs because of Executive’s: (i) unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving moral turpitude; (iii) willful misfeasance or gross misconduct in the performance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other rights than illness; or remedies available (vi) failure to perform Executive’s assigned duties, after receiving written and reasonable notice from the Company during and an opportunity of at least thirty (30) days to correct any such failure and/or dispute the Employment Termoriginal notice. Although the foregoing is an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, in its sole discretion Company or any acquirer or successor of the Company, may terminate Executive’s at-will employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will reasons that do not be entitled to any Severance Benefits. As used herein, constitute “Cause.” A termination without “Cause” means any of includes not only involuntary terminations by the followingCompany, but also voluntary terminations by Executive resulting from either: (ia) Company’s determination that Executive has materially neglecteda material reduction in employment duties, failed, compensation or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesbenefits; or (vb) any act or omission a change in location of Executive constituting employment outside of a fifty (50)-mile radius of the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrasscurrent principal office, Company or any of the other Company Partieswithout Executive’s consent; provided, however, that a termination in connection with respect to clauses (i) and (ii) the events described above shall only constitute a termination of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for by the Company without Cause unless Company only if (A) the Executive provides Executive with written notice specifying to the Company of the event within ninety (90) days of the occurrence of such breach or violationevent, in reasonable detail, and Executive (B) the Company fails to cure or remedy the condition caused by such breach or violation event within fifteen thirty (1530) days after receipt from Executive of such notice; provided furtherwritten notice of the event, that and (C) the Board Executive provides written notice of Company shall have his intent to terminate employment within thirty (30) days following the sole discretion to determine whether such a breach or violation is subject Company’s failure to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 4 contracts
Sources: Executive Employment Agreement (Entorian Technologies Inc), Executive Employment Agreement (Entorian Technologies Inc), Executive Employment Agreement (Entorian Technologies Inc)
Cause. In addition The Company shall have “Cause” to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause hereunder upon:
(as defined i) Executive’s failure to comply with, in this Section) effective immediately upon delivery of written notice to Executiveany material respect, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) material Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Policies;
(ii) CompanyExecutive’s determination that Executive has otherwise materially violated failure in any material respect to carry out or comply with any lawful and reasonable directive of the Board;
(iii) Executive’s breach of a material provision of this Agreement, any Restricted Stock Agreement and any other material agreement among Executive and the Company, Parent or subsidiary thereof;
(iv) Executive’s commission of, conviction of, or plea of “guilty” or “no contest” to, any felony or crime involving moral turpitude;
(v) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on Parent’s or its direct or indirect subsidiaries’ premises or while performing Executive’s duties and responsibilities under this Agreement;
(vi) Executive’s willful, reckless or gross misconduct bringing Parent or its direct or indirect subsidiaries into any public disgrace or disrepute; or
(vii) Executive’s commission of an act of dishonesty, disloyalty, fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty with respect to Parent or its direct or indirect subsidiaries. Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) above, no “Cause” will have occurred unless and until the Company has provided Executive with written notice of the circumstances setting forth the elements of “Cause” in reasonable detail and an opportunity to cure such finding of “Cause” within thirty (30) days after the receipt of such notice. If the Executive fails to cure the same within such thirty (30) days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. In the event that (a) Executive’s employment with the Company terminates for any reason other than for Cause (including, without limitation, violation of Company policies regarding drugs whether by death, Disability, resignation or termination without Cause or with Good Reason) and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiib) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); facts and circumstances described in (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or through (in Company’s reasonable judgmentvi) may harm or embarrass, Company or any above existed as of the other Company Parties; date of Executive’s termination (whether or (v) any act or omission of Executive constituting not known by the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any Board as of the other Company Parties; providedtermination or discovered after any such termination), howeverby a vote of the Board, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, the Company may not terminate deem the termination of the Executive’s employment to have been for Cause unless and, for all purposes of this Agreement (including Sections 3 and 4), the termination shall be treated as a termination by the Company provides Executive with written notice specifying such breach or violation, in reasonable detail, for Cause and the Company and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such corresponding rights or obligations associated with a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticetermination for Cause.
Appears in 4 contracts
Sources: Employment Agreement (YogaWorks, Inc.), Employment Agreement (YogaWorks, Inc.), Employment Agreement (YogaWorks, Inc.)
Cause. In addition to any other rights or remedies available to The Company during terminates the Employment Term, in its sole discretion Company may terminate Executive’s employment Executive for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to or for any Severance Benefitsreason other than for Cause. As used hereinin this Agreement, “Cause” means with respect to Executive’s termination from employment, shall mean any of the following: :
(i1) the Executive’s failure to cure the Executive’s material breach of this Agreement or any Company policy, regulation or guideline;
(2) the Executive’s appropriation of a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to the Company which were rejected or on which the Company took no timely action;
(3) the Executive’s misappropriation of any of the Company’s determination that Executive has materially neglected, failed, funds or refused to render property;
(4) the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, of or entry entering of a guilty plea or a plea of no contest with respect to, any a felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any other crime which materially and adversely affects the business of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in CompanyExecutive’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that ability to carry out his duties hereunder and with respect to clauses which imprisonment for a term in excess of six (i6) and months is a possible punishment;
(ii5) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment conduct, or lack thereof, which results in material economic damage to the Company or its reputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, or not opposed to, the best interest of the Company, then “Cause” shall not be satisfied hereunder; or
(6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for Cause unless a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following:
(A) the Executive materially violates any Company provides Executive with written notice specifying such breach policy, regulation or violation, in reasonable detail, and guideline which Executive fails to cure within sixty (60) days following written notice of such violation by the Company to the Executive; or
(B) the Executive’s conviction or remedy such breach entering of a guilty plea or violation within fifteen a plea of no contest with respect to fraudulent or illegal activities which are materially injurious to the Company, monetarily or otherwise. No termination of the Executive’s employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (1560) days after receipt of such notice; provided furthernotice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, that the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Company shall have the sole discretion Termination to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected confirming that a cure following noticemajority of the members of the Board that are not then employed as employees of the Company voted after the hearing to terminate him for Cause, the Executive’s employment shall thereupon be terminated for Cause.
Appears in 4 contracts
Sources: Employment Agreement (MULTI COLOR Corp), Employment Agreement (MULTI COLOR Corp), Employment Agreement (MULTI COLOR Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of the other Company Partiesits divisions, subsidiaries or affiliates; or (v) any Executive engages in an act or omission series of Executive acts constituting misconduct resulting in a misstatement of the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002. The right of the other Company Parties; providedto terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, however, such notice (A) to state in detail the particular act or acts or failure or failures to act that with respect to clauses (i) constitute the grounds on which the proposed termination for Cause is based and (iiB) to be given within 90 days of this Section, if the Company’s learning of such breach act or violation is susceptible acts or failure or failures to cure, Company may not terminate Executive’s employment for Cause unless Company provides act. Executive with shall have 20 days after the date that such written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within fifteen (15) 25 days after receipt of such notice; notice to Executive, provided furtherhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, that within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of Company the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 3 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition to any other rights The occurrence of one or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any more of the following: :
(ia) CompanyThe willful failure by the Executive to substantially perform his duties hereunder (other than a failure attributable to an event constituting Good Reason or resulting from the Executive’s determination that incapacity because of death or disability), after notice from the Company or an Affiliate, and a failure to cure such violation within 20 days of said notice;
(b) The willful engaging by the Executive has materially neglectedin misconduct injurious to the Company or an Affiliate;
(c) Dishonesty, failedinsubordination or gross negligence of the Executive in the performance of the Executive’s duties;
(d) The Executive’s breach of fiduciary duty involving personal profit;
(e) Conduct on the part of the Executive which brings public discredit to the Company or an Affiliate and, or refused if the effect may be cured, a failure to render cure within 20 days of the Services or perform any other material duties or obligations under this Agreement; date notice of such conduct is delivered to the Executive;
(iif) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) The Executive’s conviction for, of or entry plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea of no contest with respect to, any felonybargain), crime of falsehood or a crime involving moral turpitude, or other crime that adversely affects the actual incarceration of the Executive for a period of 20 consecutive days or more;
(in g) The Executive’s theft or abuse of the Company’s reasonable judgmentor an Affiliate’s property or the property of the Company’s or an Affiliate’s customers, employees, contractors, vendors or business associates;
(h) The direction or recommendation of a state or federal bank regulatory authority to remove the Executive from his position(s) with the Company or an Affiliate;
(i) The Executive’s willful failure to follow the good faith lawful instructions of the Board (or the board of directors of an Affiliate) with regard to its operations, after written notice and, if the event may adversely affect Companybe cured, a failure to cure such violation within 20 days of the ability date said notice is delivered to the Executive;
(j) Material breach of any contract or agreement that the Executive entered with the Company or an Affiliate, including breach of any of the obligations described in Article 4 and, if the breach may be cured, a failure to provide cure such breach within 20 days of the Servicesdate notice of such breach is delivered to the Executive;
(k) Unauthorized disclosure of the trade secrets or Confidential Information of the Company or an Affiliate, or any of the other Company Parties their trade partners or vendors; and
(as defined below); (ivl) Any intentional cooperation with any act or omission party attempting to effect a Change of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses Control unless (i) and the Board has approved or ratified that action before the Change of Control or (ii) that cooperation is required by law. However, Cause will not arise solely because the Executive is absent from active employment during periods of this Sectionvacation, consistent with the Company’s or an Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and approved by the Company or such Affiliate. Also, if, after the Executive Terminates employment, the Company learns that the Executive has actively concealed conduct or an event that, if such breach or violation is susceptible to curediscovered before employment Terminated, would have constituted “Cause,” the Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, recover any and Executive fails all amounts paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice(or to his or her Beneficiaries) under this Agreement in excess of the Accrued Obligations.
Appears in 3 contracts
Sources: Change of Control Agreement (Sb Financial Group, Inc.), Change of Control Agreement (Sb Financial Group, Inc.), Change of Control Agreement (Sb Financial Group, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance BenefitsCause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includingthe Company shall have “Cause” to terminate the Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), without limitationor the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of Company policies regarding drugs and alcoholfiduciary duty, discriminationdishonesty, harassmentmisappropriation or other act that causes material damage to the Company’s property or business, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felonycrime that, crime in the reasonable judgment of moral turpitudethe Board, or other crime that adversely affects or (in the Company’s reputation or the Executive’s ability to carry out the obligations of his employment, (v) failure to reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Board to the Executive and a reasonable judgment) may adversely affect Company, opportunity for the ability of Executive to provide the Servicescure such non-cooperation or, or any of the other Company Parties (as defined below); (ivvi) any act or omission in violation or disregard of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgment) may harm or embarrasspolicies, Company or any including but not limited to the harassment and discrimination policies and Standards of Conduct of the other Company Parties; then in effect, in such a manner as to cause significant loss, damage or (v) any act injury to the property, reputation or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any employees of the other Company Parties; providedCompany. In addition, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment shall be deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company provides Executive with written notice specifying such breach shall be conclusively presumed to be done, or violationomitted to be done, in reasonable detail, good faith and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt in the best interests of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 3 contracts
Sources: Employment Agreement (FreightCar America, Inc.), Employment Agreement (FreightCar America, Inc.), Employment Agreement (FreightCar America, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission of Executive constituting acts or failure or failures to act that constitute the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or grounds on which the proposed termination for Cause is based and (in Company’s reasonable judgmentB) may harm or embarrass, Company or any to be given within 90 days of the other Company Parties; provided, however, Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within fifteen (15) 25 days after receipt of such notice; notice to Executive, provided furtherhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, that within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of Company the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 3 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any shall include termination because of the following: (i) CompanyExecutive’s determination that Executive has materially neglectedpersonal dishonesty, failedincompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, or refused to render regulation which negatively impacts the Services Company or perform any the Bank (other than traffic violations or similar offenses) or final cease-and-desist order, or material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated breach of any provision of this Agreement, including, without limitation, violation . For purposes of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Companythis Section, the ability of Executive term “willful” is defined to provide the Services, or any of the other Company Parties (as defined below); (iv) include any act or omission which demonstrates an intentional or reckless disregard for the duties and responsibilities owed to the business of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of the other Company Parties; or (v) any act or omission of Bank by Executive. Notwithstanding the foregoing, Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect shall not be deemed to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment have been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails until there shall have been delivered to cure or remedy such breach or violation within fifteen (15) days after receipt him/her a copy of such notice; provided further, that a resolution duly adopted by the affirmative vote of not less than three-fourths of the members of the Board of Company Directors at a meeting of the Board of Directors called and held for that purpose, finding that in the good faith opinion of the Board of Directors, Executive was guilty of conduct justifying termination for Cause and specifying the reasons thereof. The Executive shall not have the sole discretion right to determine whether such receive compensation or other benefits for any period after a breach Termination for Cause. Any stock options granted to Executive under any stock option plan or violation is subject any unvested awards granted under any other stock benefit plan of the Company, or any subsidiary or affiliate thereof, shall become null and void effective upon Executive’s receipt of Notice of Termination for Cause pursuant to cureSection 12 hereof, and if so, whether the shall not be exercisable by Executive successfully effected a cure following noticeat any time subsequent to such Termination for Cause.
Appears in 3 contracts
Sources: Change in Control Agreement (Community First Inc), Change in Control Agreement (Community First Inc), Change in Control Agreement (Community First Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the followingshall mean: (i) Company’s determination that a material breach by the Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under of this Agreement; (ii) Companyother than as a result of physical or mental illness or injury, continued failure of the Executive to perform substantially the Executive’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedduties hereunder; (iii) gross negligence by the Executive’s conviction for, or entry willful misconduct by the Executive (including willful violation of a plea written rules, regulations, procedures or instructions relating to the conduct of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any employees of the other Company Parties generally), which in either case causes (as defined belowor should reasonably be expected to cause) material harm to the Company or the Parent (including indirectly through their subsidiaries); (iv) any act or omission of material failure by the Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s to use his best reasonable judgment) may harm or embarrass, Company or any efforts to follow lawful instructions of the other Company PartiesBoard or the Executive’s direct supervisor; or (v) any act the Executive is indicted for, or omission of Executive constituting the knowing or intentional violation of applicable law with respect pleads nolo contendere to, a felony involving moral turpitude or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any other serious crime involving moral turpitude. In the case of the other Company Parties; provided, however, that with respect to clauses (i), (ii), (iii) and (iiiv) above, the Company shall provide notice to the Executive indicating in reasonable detail the events or circumstances that it believes constitute Cause hereunder, and provide the Executive with thirty (30) days after delivery of such notice to cure such purported Cause before termination of the Executive’s employment hereunder for Cause. For avoidance of doubt, placing the Executive on paid leave for up to 60 days during which the Company continues to provide the Executive with the Base Salary and other compensation and benefits required under Section 2 of this Agreement, pending the Board’s determination of whether there is a basis to terminate the Executive for Cause, will not by itself constitute a termination of the Executive’s employment hereunder or provide the Executive with Good Reason to resign his employment until after such 60 day period has elapsed without reinstatement or delivery of a Notice of Termination by the Company (it being understood that such 60 day leave period shall be deemed to coincide with the 60 day Company cure period set forth in Section 3(e) of this SectionAgreement). If, if such breach subsequent to the Executive’s termination of employment hereunder for other than Cause, or violation subsequent to the Company providing notice of non-renewal subject to Section 3(a), it is susceptible to cure, Company may not terminate determined in good faith by the Board that the Executive’s employment could have been terminated for Cause unless Company provides Executive with written notice specifying such breach or violationpursuant to clause (v) of this Section 3(c), in reasonable detailthe Executive’s employment shall, and Executive fails at the election of the Board, be deemed to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that have been terminated for Cause retroactively to the Board of Company shall have date the sole discretion events giving rise to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause occurred.
Appears in 3 contracts
Sources: Executive Employment Agreement (Aleris Corp), Employment Agreement (Aleris Ohio Management, Inc.), Employment Agreement (Aleris Ohio Management, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s 's employment under this Agreement for Cause "Cause" (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefitshereinafter defined). As used herein, “"Cause” means any of the following" shall mean: (iA) Company’s determination that Executive has materially neglectedcommitting or participation in an injurious act of fraud, failedgross neglect, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee wilful misconduct, whether now in effect recklessness, embezzlement or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, dishonesty against the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates; (B) engaging in a criminal enterprise involving moral turpitude; (C) conviction of an act or acts (1) constituting a felony under the other laws of the United States or any state thereof, or (2) if applicable, loss of any state or federal license required for the Executive to perform the Executive's material duties or responsibilities for the Company; provided however that this Section 6.4(C)(2) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive's control; (D) habitual neglect of duty, gross incompetence, or wilful disobedience of the reasonable and lawful orders of the Board of Directors or the Company Partieswhich are not inconsistent with the provisions of this Agreement or the Executive's duties and authority as provided in this Agreement; or (vE) any act breach of or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or failure to observe any of the other Company Parties; material terms or conditions of this Agreement. In the event that the event constituting "Cause" is a criminal offense which the Executive contests by appropriate pleas and proceedings, then at the Company's option the Executive may be suspended from his office (and his compensation shall continue to be paid to him during the period of such suspension). If the Executive is acquitted or the charges against him are withdrawn, then the Executive shall be restored to office. Upon any disposition of the Executive's case that is not an acquittal or withdrawal of charges, the Executive shall be deemed terminated for Cause as of the date of the crime, all compensation paid to him from the date of his suspension shall be forfeited and refunded by the Executive to the Company, provided, however, that with respect to clauses (i) the Executive's implementation in good faith of decisions made by the Board of Directors or the Company shall not constitute "Cause," and (ii) of this Sectionif an event constituting "Cause" under Sections (A) (with respect to gross neglect only), if such breach (D) or violation (E) is susceptible to curecurable, Company may not terminate Executive’s employment for Cause unless Company provides then the Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall have the opportunity to cure or remedy such breach or violation the same within fifteen (15) 30 days after receipt of such notice; provided further, written notice from the Company setting forth the conduct committed in reasonable detail and that the Board of Company shall have the sole discretion intends to determine whether such a breach or violation is subject to cure, and if so, whether terminate the Executive successfully effected a cure following noticefor "Cause" if the breach is not timely cured.
Appears in 3 contracts
Sources: Employment Agreement (Silver State Vending Corp), Employment Agreement (Silver State Vending Corp), Employment Agreement (Silver State Vending Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company ANLBC may terminate Executive’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” “Cause” means any shall mean (a) Executive’s breach of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused failure to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated observe any provision or term of this AgreementAgreement in any material respect, including, without limitation, violation any material breach of Company MLB Rules and Regulations or ANLBC’s or its parent company’s policies regarding drugs or standards of business conduct, provided that if such breach or performance issue is curable, Executive had received written notice and alcoholten (10) business days to cure such breach or performance issue, discriminationand that Executive failed, harassmentin ANLBC’s sole and reasonable discretion, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedto cure such breach; (iiib) in ANLBC’s sole and reasonable discretion, Executive’s engaging in misconduct that is reasonably likely to cause material damage to the business or reputation of ANLBC, any affiliate of ANLBC, or any personnel thereof; (c) Executive’s conviction forengaging in any gross negligence, or entry gross misconduct in connection with the performance of a his duties hereunder, which, in ANLBC’s sole and reasonable discretion and judgment, is, or is likely to be, injurious to ANLBC, its financial condition, or its reputation; (d) Executive’s engaging in improper or unethical business activity, in ANLBC’s sole and reasonable discretion, including, but not limited to, fraud, misappropriation, embezzlement, dishonesty, harassment or discrimination in violation of ANLBC policies, willful or negligent destruction of ANLBC property; (e) material breach of any statutory or common law duty of loyalty to ANLBC; or (f) Executive’s charge with, conviction of or plea of guilty or nolo contendere or no contest with respect to: (A) any felony or any misdemeanor involving fraud, any felonydishonesty, crime of moral turpitude, or other a breach of trust (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime that adversely affects or lesser offense is connected with the business of ANLBC, or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (ivB) any act or omission crime connected with the business of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeANLBC.
Appears in 3 contracts
Sources: Restated Employment Agreement (Atlanta Braves Holdings, Inc.), Restated Employment Agreement (Atlanta Braves Holdings, Inc.), Restated Employment Agreement (Atlanta Braves Holdings, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance BenefitsCause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includingthe Company shall have “Cause” to terminate the Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), without limitationor the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of Company policies regarding drugs and alcoholfiduciary duty, discriminationdishonesty, harassmentmisappropriation or other act that causes material damage to the Company’s property or business, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felonycrime that, crime in the reasonable judgment of moral turpitudethe Board, or other crime that adversely affects or (in the Company’s reputation or the Executive’s ability to carry out the obligations of his employment, (v) failure to reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Board to the Executive and a reasonable judgment) may adversely affect Company, opportunity for the ability of Executive to provide the Servicescure such non-cooperation or, or any of the other Company Parties (as defined below); (ivvi) any act or omission by in violation or disregard of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgment) may harm or embarrasspolicies, Company or any including but not limited to the harassment and discrimination policies and Standards of Conduct of the other Company Parties; then in effect, in such a manner as to cause significant loss, damage or (v) any act injury to the property, reputation or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any employees of the other Company Parties; providedCompany. In addition, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment shall be deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company provides Executive with written notice specifying such breach shall be conclusively presumed to be done, or violationomitted to be done, in reasonable detail, good faith and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt in the best interests of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 3 contracts
Sources: Employment Agreement (FreightCar America, Inc.), Employment Agreement (FreightCar America, Inc.), Employment Agreement (FreightCar America, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause “Cause”, effective as of the date of the Notice of Termination (as defined in this SectionSection 6 below), subject to the payment by the Company to Executive of the benefits provided in Section 7(a) effective immediately upon delivery hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or embezzlement against the Company or any affiliate thereof, an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, or a breach of one or more of the following duties to the Company which continues after written notice thereof and a reasonable opportunity to cure: (1) the duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), including, but not limited to (1) intentional violations by Executive of written policies of the Company or specific directions of the Board or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) nor do they require Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company’s code of corporate conduct; or (D) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or Executive’s position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of his duties to the Company. The Company may suspend Executive, and without pay, upon Executive’s indictment for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, at which time Executive will not shall be reinstated with the Company. Upon such reinstatement, Executive shall be entitled to any Severance Benefits. As used herein, “Cause” means any payment by the Company of all Base Salary to which Executive would have otherwise been entitled to during the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt period of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticesuspension.
Appears in 3 contracts
Sources: Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc), Executive Employment Agreement (Ribapharm Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has materially neglected, failed, or refused to render the Services or perform any other material not substantially performed his duties or obligations under this Agreement; and Executive has not taken corrective action within thirty (30) days of such written demand;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”;
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 3 contracts
Sources: Employment Agreement (Atmel Corp), Employment Agreement (Atmel Corp), Employment Agreement (Atmel Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company Employer may terminate Executive’s 's employment at any time for Cause (as defined hereinafter defined) based on objective factors determined in good faith by a majority of the Board (excluding and without the involvement of Executive). In order to terminate Executive pursuant to this Section) effective immediately upon delivery of Section 3.2.4, Employer shall provide Executive with written notice of its intent to terminate Executive, and specifying the reasons for such termination (a "Notice of Intent to Terminate"). After the expiration of a thirty (30) day cure period, Employer may deliver Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any a Notice of Termination upon the failure of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide cure such reasons described in the Services, or any Notice of Intent to Terminate within the other Company Parties thirty (as defined below); (iv30) any act or omission day period following the giving the Notice of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company PartiesIntent to Terminate; provided, however, that that, except with respect to clauses an event described in subsection (iv) below (for which such event the thirty (30) day cure period shall in all cases apply), in the event the Board in good faith determines that the underlying reasons giving rise to such termination cannot be cured, then the thirty-(30) day period shall not apply and Employer shall be permitted to provide Executive with a Notice of Termination and Executive's employment shall terminate on the date of the Notice of Termination. For purposes of this Agreement, "Cause" shall mean (i) and Executive's conviction of, guilty or no contest plea to, or confession of guilt of, a felony or any other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment by the Employer that constitutes fraud, criminal misconduct, breach of the fiduciary duty of loyalty, gross negligence, malfeasance or willful misconduct; (iii) a material breach by Executive of any provision(s) of this SectionAgreement; (iv) a continued failure to perform such duties as are reasonably assigned to Executive by Employer in accordance with this Agreement, if other than a failure resulting from a Disability; (v) Executive's knowingly taking any action of a material nature on behalf of Employer or any of its affiliates without appropriate authority to take such breach action, where such action is or violation is susceptible would reasonably be expected to cure, Company may not terminate be materially adverse to the Company; (vi) Executive’s employment for Cause unless Company provides 's knowingly taking any action in material conflict of interest with Employer or any of its affiliates given Executive's position with Employer; and/or (vii) the commission of a material act of personal dishonesty in connection with Employer by Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeinvolves personal profit.
Appears in 3 contracts
Sources: Employment Agreement (Local Matters Inc.), Employment Agreement (Local Matters Inc.), Employment Agreement (Local Matters Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined Wherever reference is made in this Section) effective immediately upon delivery of written notice Agreement to Executive, and Executive will not be entitled to any Severance Benefits. As used hereintermination being with or without Cause, “Cause” means any of the following: shall mean (i) Company’s determination that Executive has materially neglected, failed, refuses or refused fails to render the Services or perform any other material of his duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreementand responsibilities as determined from time to time by the Board, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; limitation (iiia) Executive’s conviction for, persistent neglect of duty or entry of chronic unapproved absenteeism (other than for a plea of no contest with respect to, any felony, crime of moral turpitude, temporary or other crime that adversely affects or (in Company’s permanent disability) which remains uncured to the reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any satisfaction of the other Board following thirty (30) days’ written notice from the Company Parties of such alleged fault and (as defined below); (ivb) Executive’s refusal to comply with any act lawful directive or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any policy of the other Company Parties; or Board which refusal is not cured by Executive within thirty (v30) any act or omission days of Executive constituting such written notice from the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that the Company shall not be required to give Executive a cure period with respect to clauses this clause (i) on more than one occasion; (as used in this Section 7.5, “Company” shall mean Holdings, the Company and each of the Company’s subsidiaries), (ii) Executive acts (including a failure to act) in a manner which constitutes willful misconduct, gross negligence, or insubordination, (iii) the Company determines that, in the reasonable judgment of the Board, (x) Executive has committed an act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, has violated any material provision of any written policy of the Company or Holdings or (y) Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, or any act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (iv) a material breach by the Executive of this SectionAgreement, if such breach or violation is susceptible any other written agreement with the Company, any fiduciary duty to curethe Company, Company may not terminate (v) Executive’s employment arrest, indictment for Cause unless Company provides Executive with written notice specifying such breach or violationconviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude, in reasonable detailor (vi) the Executive’s habitual or repeated misuse of, and Executive fails to cure or remedy such breach habitual or violation within fifteen (15) days after receipt repeated performance of such notice; provided furtherthe Executive’s duties under the influence of, that the Board of Company shall have the sole discretion to determine whether such a breach alcohol or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticecontrolled substances.
Appears in 3 contracts
Sources: Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause Cause. For purposes of this Agreement (except as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinset forth below), “Cause” means any of shall mean that the following: Board, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) Company’s determination that Executive has materially neglected, failed, engaged in or refused to render the Services or perform any other material duties or obligations under this Agreementcommitted willful misconduct; (ii) Company’s determination that Executive has otherwise materially violated any provision engaged in or committed theft, fraud or other conduct constituting a felony (other than traffic related offenses or as a result of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedvicarious liability); (iii) Executive’s conviction for, refused or entry of demonstrated an unwillingness to substantially perform his duties for a plea of no contest with respect to, any felony, crime of moral turpitude, 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Company that specifically identifies the manner in which the Company believes the Executive has not substantially performed his duties for the Company or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)Apria Healthcare; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company, Apria Healthcare or government investigation or provide testimony therein (other than such failure resulting from the Executive’s disability); (v) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or omission business of Executive involving fraud, theft, dishonesty, disloyalty, the Company or illegality with respect to, Apria Healthcare; (vi) willfully violated his fiduciary duty or that ▇▇▇▇▇ his duty of loyalty to the Company or embarrasses Apria Healthcare or (in the Company’s reasonable judgmentCode of Ethical Business Conduct in any material respect; (vii) may harm used alcohol or embarrass, drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company or any of the other Company PartiesApria Healthcare; or (vviii) engaged in or committed any act other material breach of this Agreement or omission of the Letter Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any has materially breached this Agreement. For purposes of the other Company Parties; provided, however, that with respect to above clauses (i), (v) and (iivi) of this SectionSection 3(d), if such breach no act, or violation is susceptible failure to cureact, Company may not terminate on the Executive’s employment for Cause part shall be considered willful unless Company provides Executive with written notice specifying such breach done or violationomitted to be done, by him not in good faith or without reasonable detail, and Executive fails to cure belief that his action or remedy such breach or violation within fifteen (15) days after receipt omission was in the best interest of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 3 contracts
Sources: Executive Employment Agreement (Apria, Inc.), Executive Employment Agreement (Apria, Inc.), Executive Employment Agreement (Apria Healthcare Group Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the followingmeans: (i) any material breach by Executive of any written agreement between Executive and the Company’s determination that Executive has materially neglected, failed, or refused including but not limited to render the Services or perform any other material duties or obligations under this Agreement, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (ii) any material failure by Executive to comply with the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company written policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now or rules as they may be in effect or subsequently promulgated or revisedfrom time to time, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iii) neglect or material unsatisfactory performance of Executive’s conviction duties, which, if capable of cure, is not cured by Executive within fourteen (14) days of receiving written notice from the Company; (iv) Executive’s failure to follow reasonable and lawful instructions from the Board or Executive’s Supervisor; (v) Executive’s indictment for, conviction of, or entry of a plea of no contest with respect guilty or nolo contendere to, any felony, or any crime of moral turpitudethat has, or other crime could reasonably be expected to have, a material adverse effect on the business or reputation of the Company; (vi) Executive’s commission of or participation in an act of fraud against the Company; (vii) Executive’s commission of or participation in an act that adversely affects or (results in material damage to the Company’s reasonable judgmentbusiness, property or reputation; (viii) may adversely affect Company, the ability Executive’s unauthorized use or disclosure of Executive to provide the Services, any proprietary information or any trade secrets of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any other party to whom Executive owes an obligation of nondisclosure as a result of his relationship with the Company; (ix) Executive’s termination by the Company’s Security Director or a member of the other Company PartiesCompany’s Board who is serving in such role; or (vx) any act or omission of Executive constituting Executive’s failure to provide satisfactory documentation establishing Executive’s identity and eligibility to work in the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or United States within three (in Company’s reasonable judgment3) may harm or embarrass, Company or any business days of the other Company Parties; providedEffective Date. For any circumstances that may constitute Cause for which Executive is entitled to an opportunity to cure pursuant to this paragraph, however, that with respect Executive shall only be entitled to clauses one (i1) and (ii) of this Section, if such breach or violation is susceptible opportunity to cure, Company may ; further instances will not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject require additional opportunities to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 2 contracts
Sources: Employment Agreement (Momentus Inc.), Employment Agreement (Momentus Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in this SectionSection 7 below) effective immediately upon delivery that notifies Executive of written notice to Executive, and Executive will not be entitled to any Severance Benefits’s termination for Cause. As used herein, “Cause” means any shall mean, for purposes of the followingthis Agreement: (i) the continued failure by Executive to substantially perform Executive’s duties under this Agreement (other than any such failure resulting from Disability or other allowable leave of absence); (ii) the criminal felony indictment (or non-U.S. equivalent) of Executive by a court of competent jurisdiction; (iii) the engagement by Executive in misconduct that has caused, or, is reasonably likely to cause, material harm (financial or otherwise) to the Company’s determination that Executive has materially neglected, failedincluding (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any successor agency (the “FDA”) or any non-U.S. equivalent, or refused to render (C) the Services or perform registration of the Company with the U.S. Drug Enforcement Administration of any other successor agency (the “DEA”) being revoked; (iv) the debarment of Executive by the FDA; (v) the continued material duties or obligations under breach by Executive of this Agreement; (iivi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s determination financial statements and public filings that is known to Executive has otherwise materially violated any provision of this Agreementto be false. Notwithstanding the foregoing, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) prior to having Cause for Executive’s conviction fortermination (other than as described in clauses (ii), or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission and (vii) above), the Company must deliver a written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgmentactual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) may harm or embarrass, within thirty (30) days after such demand. References to the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses subsections (i) and through (iiviii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt paragraph shall also include affiliates of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 2 contracts
Sources: Executive Employment Agreement (Endo International PLC), Executive Employment Agreement (Endo International PLC)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause effective as of the date of the Notice of Termination (as defined in this SectionSection 7 hereof) effective immediately upon delivery of written notice to Executive, and Executive will not shall be entitled to any Severance Benefitsthe benefits provided in Section 8(a) hereof. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglectedshall mean, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision for purposes of this Agreement, including, without limitation, : (1) conviction of any felony (other than one related to a vehicular offense) or other criminal act involving fraud; (2) willful misconduct that results in a material economic detriment to the Company; (3) material violation of Company policies regarding drugs and alcoholdirectives, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedwhich is not cured after written notice and an opportunity for cure; (iii4) continued refusal by Executive to perform Executive’s conviction forduties after written notice identifying the deficiencies and an opportunity for cure; provided however, or entry that Executive’s good faith performance of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime his duties that adversely affects or (in otherwise fail to meet Company’s reasonable judgmentexpectations or to deliver expected results shall not constitute “Cause” for purposes of this clause (4); and (5) may adversely affect Company, the ability a material violation by Executive of Executive to provide the Services, or any of the other Company Parties covenants to the Company, including those set forth in Sections 11, 12, 14 and 15 hereof. No action or inaction shall be deemed willful if (as defined below); x) not demonstrably willful and (ivy) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltytaken, or illegality not taken, by Executive in good faith and with respect tothe understanding that such action, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrassinaction, Company or any was not adverse to the best interests of the other Company. References in this paragraph to the Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any shall also include direct and indirect subsidiaries of the Company, and materiality shall be measured based on the action or inaction and the impact upon the Company taken as a whole. Without limiting the other rights of the Company Parties; providedunder this Section 6, howeverthe Company may suspend Executive, without pay, upon Executive’s indictment for the commission of a felony as described under clause (1) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered. If such indictment does not result in a conviction, as soon as practicable following such dismissal or verdict, the Company shall pay Executive the base salary and target bonus amount that Executive would have received for the period during which Executive was suspended without pay (with respect to clauses (iinterest from the date such amounts would otherwise have been paid at the short-term applicable federal rate, compounded semi-annually, as determined under Section 1274 of the Code for the month in which payment would have been made but for the delay) and (ii) Executive will receive vesting credit for purposes of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeoutstanding equity awards.
Appears in 2 contracts
Sources: Employment Agreement (Bausch & Lomb Corp), Employment Agreement (Bausch & Lomb Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “The term "Cause” means any " shall mean termination of the following: Executive's employment because of the Executive's (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreementpersonal dishonesty; (ii) Company’s determination that Executive has otherwise materially violated material 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, includingthe acts or omissions shall be measured against standards generally prevailing in the savings institutions industry. For purposes of this subsection, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction forno act, or entry failure to act, on Executive's part shall be "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the 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 cure any conduct or act (if curable) alleged as grounds for such termination; provide the Executive with a reasonable opportunity to present to the Board of Directors of the Company, together with counsel, the Executive's position regarding any dispute relating to the existence of 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 plea resolution duly adopted by the affirmative vote of no contest with respect tonot less than a majority of the members of the Board at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive), any felonyfinding that in the good faith opinion of the Board, crime the Executive was guilty of moral turpitude, conduct justifying termination for Cause and specifying the particulars thereof in detail. The Executive shall not have the right to receive compensation or other crime that adversely affects benefits for any period after termination for Cause. Any stock options or (in Company’s reasonable judgment) may adversely affect Companylimited rights granted to Executive under any stock option plan or any unvested awards granted under any other stock benefit plan of the Bank, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any subsidiary thereof, shall become null and void effective upon Executive's Date of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment Termination for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause.
Appears in 2 contracts
Sources: Special Termination Agreement (Fidelity Bancorp Inc /De/), Special Termination Agreement (Fidelity Bancorp Inc /De/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means for termination shall mean a determination by the Board of Directors in good faith that any of the followingfollowing events has occurred: (i) Company’s determination that indictment of the Executive has materially neglected, failedof, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, guilty or nolo contendere by the Executive to any felony, crime of or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or other crime that adversely affects or property of the REIT, DiamondRock Hospitality Limited Partnership (in Company’s reasonable judgmentthe “Operating Partnership”) may adversely affect Companyand their subsidiaries (the REIT, the ability Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Executive to provide DiamondRock Group property for personal purposes; (iii) the Services, Executive’s willful failure or any gross negligence in the performance of the other Company Parties (as defined below)Executive’s assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive’s receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors or the Chief Executive Officer; (iv) any act or omission of the Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Companyhas a demonstrated and material adverse impact on the DiamondRock Group’s reasonable judgment) may harm or embarrass, Company reputation for honesty and fair dealing or any other conduct of the other Company PartiesExecutive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) any act willful failure to cooperate with a bona fide internal investigation or omission of Executive constituting an investigation by regulatory or law enforcement authorities, after being instructed by the knowing or intentional violation of applicable law with respect toREIT to cooperate, or that ▇▇▇▇▇ the willful destruction or embarrasses failure to preserve documents or (other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in Company’s reasonable judgment) may harm or embarrass, Company or any good faith and in the best interests of the other Company PartiesDiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, however, that with respect to clauses (i) and (ii) if the Executive is a member of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cureDirectors, and if so, whether the Executive successfully effected a cure following noticeshall not vote on such resolution.
Appears in 2 contracts
Sources: Severance Agreement (DiamondRock Hospitality Co), Severance Agreement (DiamondRock Hospitality Co)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means for termination shall mean a determination by the Board of Directors in good faith that any of the followingfollowing events has occurred: (i) Company’s determination that indictment of the Executive has materially neglected, failedof, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, guilty or nolo contendere by the Executive to any felony, crime of or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or other crime that adversely affects or property of the REIT, DiamondRock Hospitality Limited Partnership (in Company’s reasonable judgmentthe “Operating Partnership”) may adversely affect Companyand their subsidiaries (the REIT, the ability Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Executive to provide Company property for personal purposes; (iii) the ServicesExecutive's willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or any gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the other Company Parties (as defined below)Board of Directors; (iv) any act or omission of the Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the other Company PartiesExecutive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) any act willful failure to cooperate with a bona fide internal investigation or omission of Executive constituting an investigation by regulatory or law enforcement authorities, after being instructed by the knowing or intentional violation of applicable law with respect toREIT to cooperate, or that ▇▇▇▇▇ the willful destruction or embarrasses failure to preserve documents or (other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group shall be conclusively presumed to be done, or omitted to be done, by the Executive in Company’s reasonable judgment) may harm or embarrass, Company or any good faith and in the best interests of the other Company PartiesDiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of the Board of Directors, finding that, in the good faith opinion of the Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, however, that with respect to clauses (i) and (ii) if the Executive is a member of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cureDirectors, and if so, whether the Executive successfully effected a cure following noticeshall not vote on such resolution.
Appears in 2 contracts
Sources: Severance Agreement (DiamondRock Hospitality Co), Severance Agreement (DiamondRock Hospitality Co)
Cause. The Company shall have the right to terminate the employment of Executive under this Agreement, as well as any and all compensation to which Executive would otherwise be entitled hereunder ( except for compensation to which Executive is entitled through the date of such termination and any benefits referred to in Section 5 hereof in which Executive has a vested right under the terms and conditions pursuant to which such benefits were granted), only in the manner set forth in this Section 6 if, and only if, Executive shall have committed any of the following acts (any such act being hereinafter referred to as an " Act of Cause"):
(i) Executive, other than as a result of circumstances described in Sections 6(a), 6(b) or 6(d) hereof, shall have repeatedly failed to perform his material duties hereunder (other than by reason of disability) or shall have willfully breached in any material respect his other obligations as set forth herein; provided. however. the Company shall first have notified Executive in writing, and in reasonable detail, as to the manner in which Executive has so failed to perform his duties or breached his other obligations hereunder and Executive, within thirty (30) days thereafter, shall have failed to cure such failure or breach within 60 days.
(ii) Executive shall have committed gross negligence in the performance of his duties or obligations hereunder which shall have resulted in a material loss to the Company;
(iii) Executive shall have been convicted of any felony or have committed any material act of proven dishonesty against the Company;
(iv) Executive shall have breached Sections 10 or 11 hereof in any material respect. In addition the event the Company elects to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s 's employment for Cause (hereunder as defined in this Section) effective immediately upon delivery of set forth above, the Company shall give written notice to such effect to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of which notice shall describe in reasonable detail the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission actions of Executive constituting the knowing or intentional violation Act of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailCause, and Executive fails Executive's employment under this Agreement shall thereupon terminate as of a date to cure or remedy be specified in such breach or violation within notice, which date shall not be less than fifteen (1530) days after receipt the delivery of such notice; provided further, that . In no event shall the Board of Company shall have termination be caused by failure or discrepancies due to compliance issues contained within the sole discretion to determine whether such a breach or violation is subject to cure, Sarbanes-Oxley Act and if so, whether the Executive successfully effected a cure following noticecertification required by the Executi▇▇.
Appears in 2 contracts
Sources: Executive Employment Agreement (Cross Atlantic Commodities, Inc.), Executive Employment Agreement (Cross Atlantic Commodities, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means for termination will mean any one or more of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiia) Executive’s conviction forof, or entry of a plea of “guilty” or “no contest with respect contest” to, any felonyfelony or any crime involving fraud, crime of moral turpitudedishonesty, or other crime moral turpitude under the laws of the United States or any state thereof; (b) Executive’s commission of, or participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that adversely affects causes, or is reasonably likely to cause, material harm to the Company and/or its subsidiaries; (in Companyc) Executive’s reasonable judgment) may adversely affect intentional, material violation of any contract or agreement between the Executive and the Company, the ability Company’s employee handbook and employment policies, the Company’s Code of Executive to provide the ServicesConduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure of the Company’s confidential information or trade secrets or other Company Parties material breach of the Confidentiality Agreement (as defined below); (ive) Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any act internal or omission of Executive involving fraud, theft, dishonesty, disloyalty, external Company investigation or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or audit (in Company’s reasonable judgment) may harm or embarrass, whether being conducted by the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesby a third-party); provided, however, that with respect in order to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides “Cause” pursuant to the foregoing clause (e) the Board must first provide Executive with written notice specifying such breach or violationof the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure or remedy such breach or violation Cause event with respect to clause (e) above within fifteen (15) such period, then the termination of employment must be effective not later than 30 days after receipt the end of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a Executive’s cure following noticeperiod.
Appears in 2 contracts
Sources: Executive Employment Agreement (Sweetgreen, Inc.), Executive Employment Agreement (Sweetgreen, Inc.)
Cause. In addition Subject to any other rights or remedies available Executive’s failure to Company during cure a breach in the Employment Termmanner and time described below, in its sole discretion the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” shall be limited to a termination for the following acts by Executive: (i) misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of his duties; (iv) any material breach by Executive of any agreement (including this SectionAgreement or the Confidentiality Agreement (as defined in Section 11)) effective immediately upon delivery between Executive and the Company; (v) Executive’s conviction (including any plea of written notice to Executiveguilty or nolo contendere) of any felony, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failedmisdemeanor involving dishonesty or fraud, or refused to render the Services or perform any other material duties criminal act that impairs or obligations under this Agreementcould impair Executive’s ability to perform his or her duties; (iivi) Companythe Executive’s determination that Executive has otherwise materially violated any provision material violation of this AgreementCompany policies, including, without limitation, violation policies on prohibition of Company policies regarding drugs unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and alcoholChief Executive Officer in her reasonable discretion. Anything herein to the contrary notwithstanding, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; as to any termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s conviction foremployment, or entry of setting forth a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any general description of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of grounds for termination and the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails conduct required to cure or remedy such breach or violation within fifteen grounds for termination. The Executive shall have thirty (1530) days after from the receipt of such notice; provided furthernotice within which to cure any such grounds for termination to the satisfaction of the Company, that which shall be determined by the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticein its reasonable discretion.
Appears in 2 contracts
Sources: Employment Agreement (Hemacare Corp /Ca/), Employment Agreement (Hemacare Corp /Ca/)
Cause. In addition For purposes of this Agreement, Cause shall mean (i) Executive’s admission, confession, plea of “guilty” or “no contest” to or conviction in a court of law of any felony involving misuse or misappropriation of money or other rights property of the Company, (ii) a willful act by Executive, which constitutes gross misconduct or remedies available fraud, or (iii) a material and willful breach by Executive of the duties and responsibilities of Executive hereunder (other than as a result of incapacity due to Company during the Employment Termphysical or mental illness) or any willful breach by Executive of any material term of this Agreement, in its sole discretion Company may terminate each case if such breach is not cured within thirty (30) calendar days after written notice thereof to Executive by the Company. 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 defined 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 specific provision(s) of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement on which it relies, and Executive will not be entitled to any Severance Benefitsstating the date, time and place of the Board Meeting for Cause. As used herein, The “Board Meeting for Cause” means any a meeting of the following: Board at which Executive’s termination for Cause will be considered, that takes place not less than ten (i10) Companyand not more than twenty (20) business days after Executive receives the Notice of Termination. Executive shall be given an opportunity, together with counsel, to be heard at the Board Meeting for Cause. Executive’s determination 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 entire membership of the Board, stating that in the good faith opinion of the Board, Executive has materially neglectedconducted himself as described in the Notice of Termination, failed, or refused to render the Services or perform any other material duties or obligations and that such conduct constitutes Cause under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 2 contracts
Sources: Employment Agreement (CDSS Wind Down Inc), Employment Agreement (CDSS Wind Down Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means shall be defined as any of the following: ; provided, however, that the Company must determine the presence of such Cause in good faith:
(i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this AgreementWillful misconduct by Executive, including, without limitationlimitation (A) Executive’s material breach of any duties and responsibilities under this Agreement (other than as a result of incapacity due to Executive’s disability), violation (B) Executive’s commission of Company policies regarding drugs and alcohola material act of fraud upon the Company, discriminationor (C) Executive’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this Section 5(c), harassmentno act or failure to act on the part of Executive shall be considered “willful” unless done, retaliationor omitted to be done, honesty, confidentiality, and/or other employee misconduct, whether now by Executive in effect bad faith or subsequently promulgated without reasonable belief that Executive’s action or revised; omission was in the best interest of the Company;
(iiiii) Executive’s conviction forby, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or
(iii) Executive’s willful violation of any duty of loyalty to the Company or a material breach of Executive’s fiduciary duties to the Company. Notwithstanding anything to the contrary in the foregoing, no contest with respect to, any felony, crime of moral turpitude, termination or other crime that adversely affects or action shall be considered to be for Cause under this Agreement unless (in y) the Executive first shall have received at least 15 days written notice (the “Company Notice”) setting forth the reasons for the Company’s reasonable judgment) may adversely affect Company, the ability of Executive intention to provide the Services, terminate or any of the take other Company Parties (as defined below)action; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (iiz) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides the Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails shall have failed to cure or remedy such breach or violation the event constituting the Cause within fifteen (15) 30 days after the Executive’s receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeNotice.
Appears in 2 contracts
Sources: Employment Agreement (Meade Instruments Corp), Employment Agreement (Meade Instruments Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined Wherever reference is made in this Section) effective immediately upon delivery of written notice Agreement to Executive, and Executive will not be entitled to any Severance Benefits. As used hereintermination being with or without Cause, “Cause” means any of the followingshall mean: (i) Company’s determination that the Executive has materially neglected, failed, repeatedly refuses or refused fails to render the Services or perform any other material of the Executive’s duties or obligations under this Agreement; (ii) and responsibilities as determined from time to time by the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation: (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Company following thirty (30) days’ written notice from the Company of such alleged fault; and (b) the Executive’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, violation that the Company shall not be required to give the Executive more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Executive’s duties; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or its affiliates; (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company; (vi) the Executive’s indictment for or conviction for, (or the entry of a plea of no contest with respect to, a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any felony, crime of misdemeanor involving material dishonesty or moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (vvii) any act the Executive’s habitual or omission of Executive constituting the knowing or intentional violation of applicable law with respect torepeated misuse of, or that ▇▇▇▇▇ habitual or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any repeated performance of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach duties under the influence of, alcohol or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticecontrolled substances.
Appears in 2 contracts
Sources: Employment Agreement (Archipelago Learning, Inc.), Employment Agreement (Archipelago Learning, Inc.)
Cause. In addition The Executive’s employment will be considered terminated for Cause if prior to termination of the Executive’s employment, the Board reasonably determines, based on a preponderance of the evidence reasonably available to the Board as of the date the Board adopts the resolution described below, that the Executive committed or engaged in:
(1) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection with the Executive’s duties or in the course of the Executive’s employment with the Company or a Subsidiary, whether or not the Executive is convicted or pleads guilty or nolo contender (no contest) to any related criminal charges;
(2) intentional wrongful damage to property of the Company or a Subsidiary;
(3) intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary;
(4) intentional wrongful engagement in any Competitive Activity;
(5) willful and continued failure by the Executive to substantially perform the Executive’s duties with the Company that is not cured within 30 days after the Board delivers to the Executive a written demand for substantial performance specifically identifying the Executive’s failure to perform; or
(6) other rights intentional activity, including but not limited to a breach of the Executive’s fiduciary duties with respect to the Company, a Subsidiary, or remedies any welfare plan or pension plan sponsored by the Company or a Subsidiary; which, in the reasonable judgment of the Board and based on a preponderance of the evidence available to the Board is significantly detrimental to the reputa-tion, goodwill or business of the Company during or significantly disrupts the Employment Termworkplace environment or operation of the Company’s business or administrative activities. For pur-poses of this Agreement, no act or failure to act on the part of the Executive will be deemed “intentional” if it was due primarily to an error in the Executive’s judgment or the Executive’s negligence. An act will be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. For purposes of this Agreement, the Executive has not been terminated for Cause unless and until:
(7) a meeting of the Board is called and held for the purpose of determining if the Executive is to be terminated for Cause; and
(8) the Executive is given reasonable notice of the meeting and an opportunity to be heard before the Board, with Executive’s counsel if Executive so chooses; and
(9) at that meeting the Board finds, in its sole discretion Company may the good faith opinion of the Board, that the Executive has committed an act entitling the Board to terminate the Executive’s employment for Cause Cause; and
(as defined in this Section10) effective immediately upon delivery of written notice to Executive, and the Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any has been provided a copy of the following: (i) Companyresolution duly adopted at that meeting by the affirmative vote of not less than three-quarters of the Board then in office and specifying in detail the particulars of the Board’s finding. The Executive and the Executive’s beneficiaries retain the right to contest the validity or propriety of the Board’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment has been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Dte Energy Co), Change in Control Severance Agreement (Dte Energy Co)
Cause. Thirty (30) days after written notice by the Company to the Executive of a termination for Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In addition to any other rights or remedies available to the event that the basis for Cause is not curable, then such thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company during delivers notice of such termination for Cause. “Cause” shall mean the Employment Term, in its sole discretion Company may terminate Company’s termination of the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means with the Company or any of the followingits subsidiaries as a result of: (i) Companyfraud, embezzlement or any willful act of material dishonesty by the Executive in connection with or relating to the Executive’s determination that employment with the Company or any of its subsidiaries; (ii) theft or misappropriation of property, information or other assets by the Executive has materially neglectedin connection with the Executive’s employment with the Company or any of its subsidiaries which results in or could reasonably be expected to result in material loss, faileddamage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the Executive’s conviction, guilty plea, no contest plea, or refused similar plea for any felony or any crime that results in or could reasonably be expected to render result in material loss, damage or injury to the Services Company and its subsidiaries, their goodwill, business or reputation; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the ability of Executive to perform any other the Executive’s material duties hereunder; (v) the Executive’s material breach of a material Company policy, or material breach of a Company policy that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any of his obligations under this Agreement; or (iivii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction forrepeated insubordination, or entry refusal (other than as a result of a plea of no contest Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by the CEO which are consistent with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Executive’s position with the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, howeverthat, that with respect to for clauses (i) and – (iivii) of this Sectionabove, if such breach or violation is susceptible to cure, the Company may not terminate Executive’s employment for Cause unless Company provides Executive with delivers written notice specifying such breach or violation, in reasonable detail, and to Executive fails of the condition giving rise to cure or remedy such breach or violation Cause within fifteen ninety (1590) days after receipt the Company becomes aware of such notice; provided furtherits initial occurrence. For avoidance of doubt, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticebeing deemed an Unsuitable Person, as defined in that certain Amended and Restated Articles of Incorporation of the Company as in effect on the Effective Date (an “Unsuitable Person”), shall not independently constitute Cause (but any circumstances giving rise to the Executive being deemed an Unsuitable Person shall constitute Cause to the extent such circumstances are grounds provided in clauses (i) – (vii) above).
Appears in 2 contracts
Sources: Executive Employment Agreement (DraftKings Inc.), Executive Employment Agreement (DraftKings Inc.)
Cause. In addition to any other rights or remedies available to Company during Termination of the Employment Term, in its sole discretion Company may terminate Executive’s 's employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “"Cause” means any of the following: " shall mean termination because (i) Company’s determination that the Executive has materially neglected, failed, intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or refused to render the Services or perform any other material duties or obligations under this AgreementBank resulting in his conviction of a felony; (ii) Company’s determination that the Executive has otherwise materially violated is convicted of, or pleads guilty or nolo contendere to, a felony or any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedcrime involving moral turpitude; (iii) Executive’s conviction for, the Executive willfully fails or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)Bank; (iv) any act the Executive breaches his fiduciary duties to the Corporation or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company PartiesBank for personal profit; or (v) the Executive willfully breaches or violates any act law, rule or omission of Executive constituting the knowing regulation (other than traffic violations or intentional violation of applicable law with respect tosimilar offenses), or that ▇▇▇▇▇ final cease and desist order in connection with his performance of services for the Corporation or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailBank, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt following written notice thereof from the Corporation or the Bank. For purposes of such notice; provided furtherthis section, 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 Board Executive's action or omission was in the best interests of Company the Corporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank 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 Corporation or the Bank. The cessation of employment by the Executive shall not be deemed to be for "cause" within the meaning of this section unless and until there shall have been delivered to the sole discretion Executive a copy of a resolution duly adopted by the affirmative vote of three-fourths of the non-employee members of the Boards at a meeting of the Boards called and held for such purpose (after reasonable notice is provided to determine whether such a breach or violation the Executive and the Executive is subject given an opportunity, together with counsel, to curebe heard before the Boards), finding that, in the good faith opinion of the Boards, the Executive is guilty of the conduct described in this section, and if so, whether specifying the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 2 contracts
Sources: Change in Control Severance Agreement (Parkvale Financial Corp), Change in Control Severance Agreement (Parkvale Financial Corp)
Cause. In addition The Trust shall have the right to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in this Section) effective reasonable detail the basis upon which such termination is made), such employment to terminate immediately upon delivery of written such notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any unless otherwise specified by the Board of Trustees of the followingTrust if a majority of the Board of Trustees determines that Executive: (i) Company’s determination that Executive has materially neglectedmisappropriated, failedstolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the Trust or any affiliate of the Trust, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Companyhas 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 determination that Executive (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days’ prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has otherwise materially willfully violated or breached any provision of this Agreement, includingany material law or regulation or any written policy or code of business conduct or ethics of the Trust or iStar to the material detriment of the Trust, iStar or any affiliate of the Trust or iStar or its business. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without limitationreasonable belief that his action or omission was in the best interests of the Trust, violation prior to the Effective Time of Company policies regarding drugs the Merger, and alcoholiStar thereafter. Any act, discriminationor failure to act, harassmentbased upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for iStar shall be conclusively presumed to be done, retaliationor omitted to be done, honestyby 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 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, confidentialitytogether with counsel, and/or other employee misconductto be heard before the Board), whether now finding that, in effect or subsequently promulgated or revised; the good faith opinion of the Board, the Executive was guilty of the conduct set forth in clause (i), (ii), (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailhereof, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that specifying the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeparticulars thereof in detail.
Appears in 2 contracts
Sources: Employment Agreement (Falcon Financial Investment Trust), Employment Agreement (Falcon Financial Investment Trust)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate ExecutiveEmployee’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of by written notice to Executiveat any time. For purposes of this Agreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the following: shall mean Employee’s (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material dereliction of duties or obligations under this Agreementhis gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any lawful directive of the CEO or the Board; (ii) Companyabuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s determination that Executive has otherwise materially violated any provision performance of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedduties hereunder; (iii) Executive’s conviction forcommission of any fraud, embezzlement, theft or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Servicesdishonesty, or any deliberate misappropriation of money or other assets of the other Company Parties (as defined below)Company; (iv) breach of any act term of this Agreement or omission any agreement governing any of Executive involving fraud, theft, dishonesty, disloyaltythe equity compensation referred to in Section 3 of this Agreement (the “Equity Compensation”), or illegality with respect tobreach of his fiduciary duties to the Company; (v) any willful act, or that ▇▇▇▇▇ failure to act, in bad faith to the detriment of the Company; (vi) willful failure to cooperate in good faith with a governmental or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, internal investigation of the Company or any of its directors, managers, officers or employees, if the other Company Partiesrequests his cooperation; and (vii) conviction of, or (v) any act or omission plea of Executive constituting the knowing or intentional violation of applicable law with respect nolo contendere to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company a felony or any serious crime; provided that in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the CEO that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c), Employee’s employment shall, at the election of the other Company Parties; providedCEO at any time up to six months after learning of the events constituting Cause, howeverbut in no event more than two years after the occurrence of such events, that with respect be deemed to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment have been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails retroactively to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have date the sole discretion events giving rise to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause occurred.
Appears in 2 contracts
Sources: Employment Agreement (XPO Logistics, Inc.), Employment Agreement (XPO Logistics, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has materially neglected, failed, or refused not substantially performed his duties and provides Executive with thirty (30) days to render the Services or perform any other material duties or obligations under this Agreement; take corrective action;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause” or
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 2 contracts
Sources: Employment Agreement (3com Corp), Employment Agreement (3com Corp)
Cause. Cause" means (a) the Executive is convicted of a felony involving moral turpitude, (b) the Executive commits a willful serious act intending to enrich himself at the expense of the Company or any affiliated entity, or (c) the Executive, in carrying out his duties and responsibilities under this Agreement, (i) is guilty of willful gross neglect, or (ii) voluntarily engages in conduct that results in material harm to the Company or any affiliated entity, unless such conduct was reasonably believed by the Executive in good faith to be in the best interests of the Company. In addition each case, the existence of Cause must be confirmed by a majority of the Board of Directors of the Company (the "Board") prior to any other rights or remedies available termination therefor. In the event of such a confirmation, the Company shall notify the Executive that the Company intends to Company during terminate the Employment Term, in its sole discretion Company may terminate Executive’s 's employment for Cause (as defined in this Section) effective immediately the "Confirmation Notice"). The Confirmation Notice shall specify the act, or acts, upon delivery the basis of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any which the majority of the following: Board has so confirmed the existence of Cause. If the Executives notifies the Company in writing (ithe "Opportunity Notice") Company’s determination that within five days after the Executive has materially neglected, failed, or refused to render received the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect CompanyConfirmation Notice, the ability of Executive shall be provided one opportunity to provide meet with the Services, Board (or any a sufficient quorum thereof) to discuss such act or acts. Such opportunity to meet shall be fixed and shall occur on a date selected by the Board (such date being not less than 10 nor more than 45 days) after the Company receives the Opportunity Notice from the Executive. Such meeting shall take place at the principal offices of the other Company. During the period commencing on the date the Company Parties receives the Opportunity Notice and ending on the date next succeeding the date on which such meeting between the Board (as defined below); (ivor a sufficient quorum thereof) any act or omission and the Executive is scheduled to occur, the Executive shall be suspended with pay from his employment with the Company and the Executive's access to the principal offices of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its assets shall be restricted to access specifically permitted by the other Company Parties; Board. If the Board properly sets the date of such meeting and if the Board (or (va sufficient quorum thereof) any act attends such meeting and does not rescind its confirmation at such meeting or omission of Executive constituting if the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy attend such breach or violation within fifteen (15) days after receipt meeting for any reason, the Executive's employment by the Company shall, immediately upon the closing of such notice; provided furthermeeting, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether be terminated for Cause. If the Executive successfully effected a cure following noticedoes not respond in writing to the Confirmation Notice in the manner and within the time deadline specified in this Section 5.B., the Executive's employment with the Company shall, on the sixth day after the receipt by the Executive of the Confirmation Notice, be terminated for Cause.
Appears in 2 contracts
Sources: Annual Report, Annual Report
Cause. In addition to any other rights or remedies available to Company during For purposes of this Agreement, the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, term “Cause” means any of the followingmeans: (i) Companythe Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement“Disability” (as hereinafter defined); (ii) Company’s determination that an action or failure to act by the Executive has otherwise materially violated any provision constituting fraud, misappropriation or damage to the property or business of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Corporation; (iii) Executive’s conviction forconduct by Executive that amounts to fraud, personal dishonesty or entry breach of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)fiduciary duty; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltyExecutive’s conviction (from which no appeal may be, or illegality is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s breach of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or of any confidential information of any other party to whom the Executive owes an obligation of nondisclosure as a result of his relationship with respect tothe Corporation; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material adverse effect on the Corporation, or as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that ▇▇▇▇▇ or embarrasses or Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a reasonable period (but in Companyno event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; (x) Executive’s reasonable judgment) may harm or embarrass, Company or material breach of any of the other Company PartiesCorporation’s written policies; or (vxi) the issuance of any act or omission order by the Maryland Commissioner of Executive constituting Financial Regulation, the knowing or intentional violation of applicable law with respect toFederal Deposit Insurance Corporation, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have Governors of the sole discretion to determine whether such a breach Federal Reserve System, or violation is subject to cure, and if so, whether any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive successfully effected with the Corporation. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act or failure to act that is based upon authority given pursuant to a cure following noticeresolution duly adopted by the Board, or upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interest of the Corporation.
Appears in 2 contracts
Sources: Change in Control Agreement (Shore Bancshares Inc), Change in Control Agreement (Shore Bancshares Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm learning of such act or embarrass, Company acts or any of failure or failures to act. Executive shall have 20 days after the other Company Parties; provided, however, date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation conduct, Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within fifteen (15) 25 days after receipt of such notice; notice to Executive, provided furtherhe requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, that within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of Company the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment hereunder for Cause (as defined Cause, in which event the date of termination of Executive’s employment shall be the Date of Termination. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means shall mean (i) Executive’s material breach of this Agreement, (ii) Executive’s gross negligence in the performance or non-performance of any of Executive’s material duties or responsibilities hereunder, (iii) the refusal of Executive to implement or adhere to policies or directives of the Board Chief Executive Officer of Mutual Capital Holdings, Inc., (iv) Executive’s dishonesty, fraud or willful misconduct with respect to, or disparagement of, the business or affairs of the Company, (v) conduct of a criminal nature or involving Moral Turpitude (as defined below) under the provisions of any federal, state or local laws or ordinance or transgression which may have an adverse impact on the Company’s reputation and standing in the community (as determined by the Company in good faith and fair dealing), and/or (vi) Executive’s absence from work for five (5) consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to Company policy or law. For purposes of this Agreement, “Moral Turpitude” shall include the following: (i) Company’s determination that Executive has materially neglectedelement of personal misconduct in the private and social duties which a person owes to his fellow human beings or to society in general, failedwhich characterizes the act done as an act of baseness, vileness or refused depravity, and contrary to render the Services or perform any other material duties or obligations under this Agreementaccepted and customary rule of right and duty between two human beings; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreementconduct done knowingly contrary to justice, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect honesty or subsequently promulgated good morals; or revised; (iii) Executive’s conviction forintentional, knowing or entry reckless conduct causing bodily injury to another or intentional, knowing or reckless conduct which, by physical menace, puts another in fear of a plea of no contest with respect toimminent serious bodily injury. No act or failure to act by Executive shall be considered for Cause unless the Company has given detailed written notice thereof to Executive and, any felonywhere remedial action is feasible, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, Executive has failed to remedy the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or within sixty (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (1560) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following written notice.”
Appears in 2 contracts
Sources: Employment Agreement (ICC Holdings, Inc.), Employment Agreement (ICC Holdings, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate this Agreement and the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Company’s determination that Executive has materially neglected, failed, or refused to render any act of material insubordination on the Services or perform any other material duties or obligations under this Agreementpart of the Executive; (ii) Company’s determination that the engaging by the Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee in misconduct, whether now in effect including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or subsequently promulgated any of its divisions, subsidiaries or revisedaffiliates, monetarily or otherwise; (iii) Executive’s any conviction forof, or entry of a plea of no contest guilty or nolo contendere to, the Executive with respect to, any felony, crime of moral turpitude, or to a felony (other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowthan a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or omission dishonesty by the Executive which is materially detrimental to the business or reputation of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its divisions, subsidiaries or affiliates; (v) the other Company Partiesengaging by the Executive in an act or series of acts constituting misconduct resulting in a misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s breach of any of the covenants set forth in Article IV of this Agreement; or (vvii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company for a material breach by the Executive of his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or omission of Executive constituting acts or failure or failures to act that constitute the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or grounds on which the proposed termination for Cause is based and (in Company’s reasonable judgmentB) may harm or embarrass, Company or any to be given within 90 days of the other Company Parties; provided, however, Company's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying has been given to him in which to cure such breach or violationconduct, in reasonable detail, and Executive to the extent such cure is possible. If he fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided furtherconduct, that Executive shall then be entitled to a hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)
Cause. In addition The Company shall be entitled to any other rights or remedies available to Company during terminate the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in “Cause.” For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of shall mean that the following: Executive (i) Company’s determination that Executive has materially neglected, failed, pleads “guilty” or refused “no contest” to render the Services or perform any other material duties is convicted of an act which is defined as a felony under federal or obligations under this Agreement; state law or (ii) engages in willful misconduct that could reasonably be expected to harm the Company’s determination business or its reputation. For this purpose, an act or failure to act shall be considered “willful misconduct” only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that Executive has otherwise materially violated any provision such act or failure to act was in the best interests of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Company. The Executive’s conviction foremployment with the Company shall not be terminated for Cause unless he has been given written notice by the Board of its intention to so terminate his employment (a “Preliminary Notice of Cause”), or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within six months of this Sectionthe Board’s learning of such acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in which to cure such conduct, if to the extent such breach or violation cure is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and possible. If the Executive fails to cure or remedy such breach or violation conduct, the Executive shall be entitled to a hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board’s findings. Such hearing shall be held within fifteen 15 days of notice to the Company by the Executive, provided he requests such hearing within 20 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 20-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board (15) days after excluding the Executive), finding that in the good-faith opinion of the Board, the Executive was guilty of the conduct constituting Cause as specified in the Preliminary Notice of Cause, the Executive’s employment shall be terminated for Cause upon his receipt of such notice; provided furtherresolution, and such resolution shall be deemed to constitute a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board of Company shall have (excluding the sole discretion to determine whether Executive) at a duly convened meeting called for such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticepurpose.
Appears in 2 contracts
Sources: Employment Agreement (Abercrombie & Fitch Co /De/), Employment Agreement (Abercrombie & Fitch Co /De/)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any shall mean that one or more of the followingfollowing has occurred: (i) Company’s determination that the Executive has materially neglected, failed, is convicted of a felony or refused pleads guilty or nolo contendere to render a felony (whether or not with respect to the Services Company or perform any other material duties or obligations under this Agreementof its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by the President and Chief Executive Officer or any member of the Board identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Executive to carry out or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iv) the Executive engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct, in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach by the Executive of any of the policies or procedures of the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without any limitation, any employee manual, handbook or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company identifying the violation of Company policies regarding drugs or breach in reasonable detail and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect granting the Executive an opportunity to cure such violation or subsequently promulgated or revisedbreach within such 10 day period; (iiivi) the Executive fails to meet any material obligation the Executive may have under any agreement entered into with the Company which, to the extent curable, is not remedied within 10 days after the Executive’s conviction for, or entry receipt of a plea of no contest with respect to, written notice given by any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any member of the other Company Parties (as defined below)identifying the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (ivvii) the Executive’s failure to maintain any act applicable license, permit or omission card required by the federal or state authorities or a political subdivision or agency thereof (or the suspension, revocation or denial of Executive involving fraudsuch license, theft, dishonesty, disloyalty, permit or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiescard); or (vviii) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach of any non-compete, non-solicit, confidentiality or violation, in reasonable detail, and Executive fails other restrictive covenant to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether which the Executive successfully effected a cure following noticemay be subject, pursuant to an employment agreement or otherwise.
Appears in 2 contracts
Sources: Employment Agreement (Hycroft Mining Holding Corp), Employment Agreement (Hycroft Mining Holding Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate ExecutiveEmployee’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of by written notice to Executiveat any time. For purposes of this Agreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the following: shall mean Employee’s (i) Company’s determination that Executive has materially neglectedwillful misconduct or gross negligence in the performance of his duties hereunder or substantial failure or willful refusal to perform duties reasonably assigned by the CEO, failedCFO, COO or refused to render the Services or perform any other material duties or obligations under this AgreementBoard; (ii) commission of any fraud, embezzlement or theft, any act of material dishonesty that is injurious to the Company’s determination that Executive has otherwise materially violated , or any provision deliberate misappropriation of this Agreement, including, without limitation, violation money or other assets of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Company; (iii) Executive’s conviction for, material breach of any term of this Agreement or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or agreement governing any of the other Company Parties equity compensation referred to in Section 3 of this Agreement (as defined belowthe “Equity Compensation”), or material breach of his fiduciary duties to the Company; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltywillful act, or illegality failure to act, in bad faith to the detriment of the Company; (v) willful failure to cooperate in good faith with respect to, a governmental or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, internal investigation of the Company or any of its directors, managers, officers or employees, if the other Company Partiesrequests his cooperation; and (vi) conviction of, or (v) any act or omission plea of Executive constituting the knowing or intentional violation of applicable law with respect nolo contendere to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company a felony or any serious crime (other than vehicular misdemeanors punishable solely by fine); provided that in cases where cure is possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Board that, based on facts not actually known by the CEO or Board at the time of Employee’s termination, Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c), Employee’s employment shall, at the election of the other Company Parties; providedBoard at any time up to six months after learning such facts, howeverbut in no event more than two years after the occurrence of such facts, that with respect be deemed to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment have been terminated for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails retroactively to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have date the sole discretion events giving rise to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause occurred.
Appears in 2 contracts
Sources: Employment Agreement (XPO Logistics, Inc.), Employment Agreement (XPO Logistics, Inc.)
Cause. In addition to any other rights or remedies available to The Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not shall be entitled to any Severance Benefits. As used herein, “terminate the Executive's employment for "Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision ." For purposes of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime "Cause" shall mean that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) pleads "guilty" or "no contest" to or is convicted of an act which is defined as a felony under federal or state law, or (ii) engages in willful misconduct which could reasonably be expected to harm the Company's business or its reputation. For this purpose, an act or failure to act shall be considered "willful misconduct" only if done, or omitted to be done, by the Executive in bad faith and without a reasonable belief that such act or failure to act was in the best interests of the Company. The Executive's employment with the Company shall not be terminated for Cause unless he has been given written notice by the Board of its intention to so terminate his employment (a "Preliminary Notice of Cause"), such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within six months of this Sectionthe Board's learning of such acts or failures to act. The Executive shall have ten days after the date that the Preliminary Notice of Cause is given in which to cure such conduct, if to the extent such breach or violation cure is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and possible. If the Executive fails to cure or remedy such breach or violation conduct, the Executive shall be entitled to a hearing before the Board, and to be accompanied by his counsel, at which he shall be entitled to contest the Board's findings. Such hearing shall be held within fifteen (15) 15 days after of notice to the Company by the Executive, provided he requests such hearing within 30 days of the Preliminary Notice of Cause. If the Executive fails to request such hearing within the 30-day period specified in the preceding sentence, his employment shall be terminated for Cause effective upon the expiration of such period, and the Preliminary Notice of Cause shall be deemed to constitute a Notice of Termination. If the Executive requests such hearing and, within 10 days following such hearing, the Executive is furnished with a copy of a resolution, duly adopted by the affirmative vote of a majority of the members of the Board, finding that in the good-faith opinion of the Board, the Executive was guilty of the conduct constituting Cause as specified in the Preliminary Notice of Cause, the Executive's employment shall be terminated for Cause upon his receipt of such notice; provided furtherresolution, and such resolution shall be deemed to constitute a Notice of Termination. Any such resolution shall be accompanied by a certificate of the Secretary or another appropriate officer of the Company which shall state that such resolution was duly adopted by the affirmative vote of a majority of the members of the Board of Company shall have the sole discretion to determine whether at a duly convened meeting called for such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticepurpose.
Appears in 2 contracts
Sources: Employment Agreement (Abercrombie & Fitch Co /De/), Employment Agreement (Abercrombie & Fitch Co /De/)
Cause. In addition The Company shall have the right to any other rights terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” shall mean (i) habitual drug or remedies available alcohol use which impairs the ability of Executive to Company perform his duties hereunder; (ii) Executive’s conviction during the Employment TermPeriod by a court of competent jurisdiction, or a pleading of “no contest” or guilty to a felony or the equivalent if outside the United States; (iii) Executive’s engaging in its sole discretion fraud, embezzlement or any other illegal conduct with respect to the Company which acts are materially harmful to, either financially, or to the business reputation of, the Company or any other member of the Group; (iv) Executive willfully violating the Restrictive Covenants set forth in Section 9 of this Agreement; (v) Executive’s willful failure or refusal to perform his duties hereunder (other than such failure caused by Executive’s Disability or while on vacation), after a written demand for performance is delivered to Executive by the Board that specifically identifies the manner in which the Board believes that Executive has failed or refused to perform his duties; (vi) Executive otherwise breaches any material provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within 10 days after written notice thereof; or (vii) Executive’s willful misconduct which is directly related to the employment relationship and which has a material and detrimental effect on the Company or the Group. No act or failure to act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the Board, unless Executive in good faith believes such directives are illegal and Executive promptly notifies the Board thereof. The Company shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice and such action shall not give Executive Good Reason to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticehis employment.
Appears in 2 contracts
Sources: Employment Agreement (Max Capital Group Ltd.), Employment Agreement (Max Capital Group Ltd.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s 's employment for Cause "Cause," effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. "Cause" shall mean, for purposes of this Sectionagreement: (A) effective immediately upon delivery an act of fraud or embezzlement against the Company or any affiliate thereof or an unauthorized disclosure of Confidential Information (as defined in Section 10 below) of the Company, in each case which is willful and results in material damage to the Company; (B) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), any material, willful and knowing violation by Executive of any of his fiduciary duties to the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (C) self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of Executive (or another person or entity related to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any ) at the expense of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (iiD) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect conviction (or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect nolo contendere to, any felony, crime ) a felony (other than traffic-related offenses or as a result of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowvicarious liability); (ivE) any act or omission willful misconduct as an employee of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or the Company that ▇▇▇▇▇ or embarrasses or (results in Company’s reasonable judgment) may harm or embarrass, material damage to the Company or any of the other Company Partiesits reputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (vF) any act or omission willful failure, after written notice from the Company specifying the details of Executive constituting the knowing or intentional violation of applicable law such failure, to attempt to (x) perform Executive's duties in accordance with respect toSection 2 hereof, or that ▇▇▇▇▇ or embarrasses or (in Company’s y) follow the legal and reasonable judgment) may harm or embarrass, Company or any written directions of the other Board, which failure amounts to gross neglect in the performance of his duties to the Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this paragraph to the Company Parties; providedshall also include direct and indirect subsidiaries of the Company, however, that with respect to clauses (i) and (ii) of this Section, if such breach materiality and material adverse impact shall be measured based on the action or violation is susceptible to cure, inaction and the impact upon the Company taken as a whole. The Company may not terminate Executive’s employment for Cause unless Company provides Executive suspend, with written notice specifying such breach or violationpay, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected upon Executive's indictment for the commission of a cure following noticefelony as described under clause (D) above. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered.
Appears in 2 contracts
Sources: Executive Employment Agreement (Valeant Pharmaceuticals International), Executive Employment Agreement (Icn Pharmaceuticals Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Termmay, in at its sole discretion Company may option, terminate Executive’s 's employment for Cause ("CAUSE" as defined set forth in a Notice of Termination to Executive specifying the reasons for termination. The Notice of Termination shall specify the Date of Termination, which date may be the date of such Notice of Termination. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, “"Cause” means any of the following: " shall mean (i) Company’s determination that Executive has materially neglectedExecutive's conviction of, failedguilty or no contest plea to, or refused to render the Services confession of guilt of, any felony or perform any other material duties crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Company; (iii) excessive use of alcohol or illegal drugs so as to interfere with the performance of Executive's obligations under this Agreement; (iiiv) Company’s determination that a breach by Executive has otherwise materially violated any provision of this Agreement which breach or failure the Executive shall fail to remedy within thirty (30) days after written demand from the Company specifying in reasonable detail such breach or failure; (v) a continuing failure by Executive to perform such duties as are assigned to Executive by the CEO or the Board in accordance with this Agreement, includingother than a failure resulting from a Disability, without limitationafter receipt from the Company of written notice of such continuing failure and, violation of Company policies regarding drugs and alcoholto the extent such failure is curable, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or reviseda thirty (30) day period to cure such failure; (iiivi) Executive’s conviction for, or entry 's knowingly taking any action on behalf of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates without appropriate authority to take such action (the other approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company Partiesof written notice of such action and, to the extent the damage resulting from such action is curable, a thirty (30) day period to cure such damage; or (vvii) Executive's knowingly taking any act or omission action in conflict of Executive constituting the knowing or intentional violation of applicable law interest with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates given Executive's position with Company; and/or (viii) the other commission of an act of personal dishonesty by Executive in connection with Company Parties; provided, however, that with respect involves personal profit to clauses (i) and (ii) of this Section, if such breach him or violation is susceptible his family members. Amounts payable to cure, Company may not terminate Executive’s employment Executive upon termination for Cause unless Company provides Executive with written notice specifying such breach or violation, are set forth in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeSection 3.3.1 below.
Appears in 2 contracts
Sources: Employment Agreement (Elite Pharmaceuticals Inc /De/), Employment Agreement (Elite Pharmaceuticals Inc /De/)
Cause. In addition to any other rights or remedies available to Company during The termination of Executive's employment hereunder upon the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery occurrence of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: following events shall be deemed to be a termination for cause ("Cause"):
(i) Company’s determination that Executive Executive's intentional breach of any provision hereof, provided such breach has materially neglected, failed, a material adverse effect on either the Company or refused to render the Services or perform any other material duties or obligations under this Agreement; ITSA.
(ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, Executive's intentional violation of any other duty or obligation owed by him to either the Company policies regarding drugs and alcoholor ITSA which has a material adverse effect on either the Company or ITSA, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; as determined by the Board.
(iii) Executive’s conviction for, Executive is convicted or entry of pleads guilty or nolo contendre to any felony (other than a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgmenttraffic violation) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); crime involving fraud, dishonesty or misappropriation.
(iv) any Executive willfully engages in misconduct that causes material harm to either the Company or ITSA. A termination for Cause hereunder shall not take effect unless the following provisions are complied with: Executive shall be given written notice by the Employer of the Employer's intention to terminate him for Cause. Such notice shall (1) specifically identify the particular act or omission of Executive involving fraud, theft, dishonesty, disloyalty, acts or illegality with respect to, failure or that ▇▇▇▇▇ or embarrasses or failures to act which are the basis for such termination and (in Company’s reasonable judgment2) may harm or embarrass, Company or any be given within 90 days of the other Company Parties; or (v) any Employer's learning of such act or omission of acts or failure or failures to act. Executive constituting shall have 30 days after the knowing or intentional violation of applicable law with respect to, or date (the "Notice Date") that ▇▇▇▇▇ or embarrasses or (such written notice is given to him in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect which to clauses (i) and (ii) of this Sectioncure such conduct or, if such breach or violation conduct is susceptible not curable within such 30-day period, to commence such cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and . If Executive fails to cure such conduct or remedy commence such breach or violation cure, as applicable, within fifteen (15) days after receipt of such notice; provided further30-day period, that Executive shall then be entitled to a hearing before the Board at which Executive shall be entitled to appear. Such hearing shall be held within 35 days of Company the Notice Date, provided Executive requests such hearing within ten days of the Notice Date. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgement, grounds for Cause on the basis of the original notice exist, he shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticethereupon be terminated for Cause.
Appears in 2 contracts
Sources: Employment Agreement (Itsa LTD), Employment Agreement (Itsa LTD)
Cause. In addition Subject to any other rights or remedies available Executive’s failure to Company during cure a breach in the Employment Termmanner and time described below, in its sole discretion the Company may terminate Executive’s employment for Cause immediately. As used in this Agreement, the term “for Cause” shall be limited to a termination for the following acts by Executive: (i) misappropriation or embezzlement of the funds or property of the Company or any subsidiary, falsification of any Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company or any subsidiary for his or her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a period of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or in the event of Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of his duties; (iv) any material breach by Executive of any agreement (including this SectionAgreement or the Confidentiality Agreement (as defined in Section 11)) effective immediately upon delivery between Executive and the Company; (v) Executive’s conviction (including any plea of written notice to Executiveguilty or nolo contendere) of any felony, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failedmisdemeanor involving dishonesty or fraud, or refused to render the Services or perform any other material duties criminal act that impairs or obligations under this Agreementcould impair Executive’s ability to perform his or her duties; (iivi) Companythe Executive’s determination that Executive has otherwise materially violated any provision material violation of this AgreementCompany policies, including, without limitation, violation policies on prohibition of Company policies regarding drugs unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a doctor. The determination of Cause shall be made by HemaCare’s President and alcoholCEO in her reasonable discretion. Anything herein to the contrary notwithstanding, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; as to any termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s conviction foremployment, or entry of setting forth a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any general description of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of grounds for termination and the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails conduct required to cure or remedy such breach or violation within fifteen grounds for termination. The Executive shall have thirty (1530) days after from the receipt of such notice; provided furthernotice within which to cure any such grounds for termination to the satisfaction of the Company, that which shall be determined by the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticein its reasonable discretion.
Appears in 2 contracts
Sources: Employment Agreement (Hemacare Corp /Ca/), Employment Agreement (Hemacare Corp /Ca/)
Cause. In addition to The Company or Pacer may, at any other rights or remedies available to Company during the Employment Termtime, and in its sole discretion Company may discretion, terminate Executive’s the employment of the Executive hereunder for Cause Cause, effective as of the date (as defined in this Sectionthe "Termination Date") effective immediately upon delivery of written notice (the "Termination Notice") to Executivethe Executive specifying the nature of such Cause (or, and Executive will not if the termination is pursuant to Section 7(a)(i), the Termination Date shall be entitled to any Severance Benefits. As used herein, “Cause” means any the last day of the following: (i) Company’s determination that applicable cure period if Executive has materially neglected, failed, not cured the action or refused to render actions set forth in the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision Termination Notice). For purposes of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now "Cause" shall mean if the Executive (i) fails or refuses to act in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest any material respect in accordance with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s the reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any directions of the other Board of Directors or Chief Executive Officer of Pacer or the Company Parties (as defined below); (iv) any in a manner that would constitute an act of insubordination or omission is in continuing, willful, material breach of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesthis Agreement; provided, however, that with respect in such case the Company or Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to clauses (i) follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such action; (ii) has been convicted of this Sectiona felony; or (iii) has committed any act of fraud, if such breach misappropriation of funds or violation is susceptible embezzlement in connection with his employment. During the cure period referred to curein subsection (i), Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Directors of Pacer or the Company may cause the Company and Pacer to suspend the employment of the Executive hereunder if the Executive's continued presence at the Company or Pacer is deemed to have a potential negative affect on the Company or Pacer as determined in good faith by the Board of Directors of Pacer or the Company in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Executive shall be terminated by the Company for Cause. If the employment of the Executive hereunder is terminated pursuant to this Section 7(a), the Company and Pacer shall have the sole discretion no further obligations to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticehereunder after the Termination Date other than the payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, or except as otherwise provided by law.
Appears in 2 contracts
Sources: Employment Agreement (Averstar Inc), Employment Agreement (Averstar Inc)
Cause. In addition The Company shall have “Cause” to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause hereunder upon:
(as defined i) Executive’s failure to (A) substantially perform Executive’s duties with the Company (other than any such failure resulting from Executive’s Disability) or (B) comply with, in this Section) effective immediately upon delivery any material respect, any of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, the Company’s Policies; provided that such “Cause” means any of shall be deemed to occur only after the following: Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” and, to the extent curable and correctable and the failure is not another breach after a prior cure period, the Executive fails to cure and correct his conduct within thirty (i30) Companydays after such notice;
(ii) the Board’s determination that Executive failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board; provided that such “Cause” shall be deemed to occur only after the Company has materially neglectedgiven notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” and, failedto the extent curable and correctable and the failure is not another failure after a prior cure period, or refused the Executive fails to render the Services or perform any other material duties or obligations under this Agreement; cure and correct his conduct within thirty (ii30) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; days after such notice;
(iii) Executive’s conviction for, or entry breach of a material provision of this Agreement or the Proprietary Information Agreement; provided that such “Cause” shall be deemed to occur only after the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” and, to the extent curable and correctable and the failure is not another breach after a prior cure period, the Executive fails to cure and correct his conduct within thirty (30) days after such notice; .
(iv) Executive’s conviction, plea of no contest with respect tocontest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, felony or crime of involving moral turpitude, ;
(v) Executive’s unlawful use (including being under the influence) or other crime that adversely affects or (in possession of illegal drugs on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, (or any of the other Company Parties its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or
(as defined below); (ivvi) any Executive’s commission of an act or omission of Executive involving fraud, theftembezzlement, dishonestymisappropriation, disloyaltywillful misconduct, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, breach of fiduciary duty against the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeits affiliates.
Appears in 1 contract
Sources: Employment Agreement (Merus N.V.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyActs or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Agreement or otherwise relating to the business of the Company, repeated instances of neglect of Executive’s duties after notice of such neglect, or failure or refusal to carry out lawful directions from the CEO with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company;
(ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company’s determination , if taken with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”;
(vii) Executive’s disqualification or bar by any governmental or self- regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and will be placed on leave (which will be paid to the extent legally permissible); or
(ix) Executive fails to cure or remedy such breach or violation within fifteen (15convert to a full-time employee, fulfilling the obligations set forth in Section 1(b) days after receipt of such notice; provided furtherabove, that by the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeFull-Time Date.
Appears in 1 contract
Sources: Employment Agreement (Edgio, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment at any time during the Term for Cause (as defined in or without Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any shall mean (1) Executive’s material failure to perform his job duties in accordance with Section 2(a) (other than as a result of physical or mental incapacity) that continues after written notice from the Board , (2) commission by the Executive of an intentional and material act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company as reasonably determined by a majority of the following: members of the Board after a hearing by the Board (iwhich the Executive and his legal counsel may attend) Companyfollowing ten (10) days’ notice to the Executive of such hearing, (3) a material and intentional breach by the Executive of Sections 7 or 8 of this Agreement that is not cured with 15 days of written notice from the Board, (4) the Executive’s determination that Executive has materially neglectedconviction or plea of no contest or nolo contendere for any felony or any crime involving fraud, faileddishonesty, or refused moral turpitude or causing material harm, financial or otherwise, to render the Services Company, (5) the willful refusal or perform intentional failure of the Executive to carry out, or comply with, in any other material duties respect, any lawful and material written directive of the Board that is not cured after written notice from the Board, (6) the Executive’s unlawful use (including being under the influence) or obligations under this Agreementpossession of illegal drugs; or (ii7) the Executive’s willful and material violation of any federal, state, or local law or regulation applicable to the Company or its business which demonstrably and materially adversely affects the Company that is not cured after written notice from the Board. For purposes of the previous sentence, no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. The Company may suspend the Executive’s determination that Executive has otherwise materially violated any provision title and authority pending the hearing provided for above. For purposes of this Agreement, including, a termination “without limitation, violation of Cause” shall mean a termination by the Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment during the Term at the Company’s sole discretion for Cause unless Company provides Executive with written notice specifying such breach any reason other than a termination based upon Cause, death or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such noticeDisability; provided further, that a termination “without Cause” does not include the Board expiration of Company shall have the sole discretion Term pursuant to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeSection 1.
Appears in 1 contract
Sources: Executive Employment Agreement (Midstates Petroleum Company, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyActs or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Agreement or otherwise relating to the business of the Company, repeated instances of neglect of Executive’s duties after notice of such neglect, or failure or refusal to carry out lawful directions from the CEO with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company;
(ii) Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company’s determination , if taken with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 1 contract
Cause. In addition The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any other rights employment or remedies available to severance agreement then in effect between Executive and the Company during or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the Employment Term, in its sole discretion Company may terminate termination of Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any only because the Board determines that one or more of the followingfollowing events have occurred: (i) Company’s determination any act or omission that constitutes a material breach by such Executive has materially neglected, failed, or refused to render the Services or perform of any other of his material duties or obligations under this AgreementAgreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) Company’s determination the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv)any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially violated injurious to the Company or any provision of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this AgreementAgreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, violation a breach of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction for, confidentiality obligation to the Company or entry of a plea of no contest the Executive’s engagement in any Prohibited Activity during his employment with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect the Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment which remains uncured for Cause unless Company provides Executive with 30 days after written notice to such Executive specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt detail the nature of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticemisconduct.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment hereunder immediately for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the Company shall have “Cause” means to terminate Executive’s employment upon the occurrence of any of the following: (i) Company’s determination that :
i. the willful and continued failure by Executive has materially neglected, failed, or refused to render the Services or substantially perform any other his material duties or obligations under this Agreement; hereunder (ii) Companyother than any such failure resulting from Executive’s determination incapacity due to physical or mental illness), after written demand for substantial performance is delivered by the Company that specifically identifies the manner in which the Company believes Executive has otherwise materially violated not substantially performed his duties or obligations, and provides the Executive with at least 30 days to effect a cure;
ii. the willful engaging by Executive in misconduct which, in the reasonable opinion of the Board, will have a material adverse effect on the reputation, operations, prospects or business relations of the Company;
iii. the conviction of Executive of any provision felony or misdemeanor punishable by up to one year in jail or the entry by Executive of any plea of nolo contendere in response to an indictment for a crime involving moral turpitude;
iv. Executive abuses alcohol, illegal drugs or other controlled substances which impact Executive’s performance of his duties or uses, possesses or is impaired by or under the influence of illegal drugs or controlled substances on the premises of the Company or any of its subsidiaries or while working or representing the Company or any of its subsidiaries, provided that the Executive may consume alcohol in reasonable amounts when made available at a Company or client function or meal; or
v. the material breach by Executive of a material term or condition of this Agreement.
vi. the commission or attempted commission of any act of willful misconduct or fraud, includingmisappropriation of property belonging to the Company, without limitation, violation embezzlement or similar acts of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction fordishonesty related to the Company, or entry of a plea of no contest with respect toits owners, any felonyofficers, crime of moral turpitudeemployees, agents, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Servicesany related companies, or any of its customers
vii. intentional and willful misconduct that may subject the other Company Parties (as defined belowto criminal or civil liability, including but not limited to engaging in any discriminatory or sexually harassing behavior;
viii. breach of the Executive’s duty of loyalty to the Company or diversion or usurpation of corporate opportunities properly belonging to the Company; For purposes of this Section 8(c); (iv) any act , no act, or failure to act, on Executive’s part shall be considered “willful” if it was done, or omitted to be done, by him in good faith and with the reasonable belief that his action or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (was in Company’s reasonable judgment) may harm or embarrass, Company or any the best interest of the other Company Parties; or (v) any act or omission of Executive constituting Company. Notwithstanding the knowing or intentional violation of applicable law with respect toforegoing, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment shall not be deemed to have been terminated for Cause unless Company provides without the following delivery to Executive of a Notice of Termination in accordance with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeSection 8(e).
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, Leucadia in its sole discretion Company may terminate Executive’s your employment for Cause “Cause,” which shall mean your: (as defined a) material breach of any written agreement between you and Leucadia; (b) material violation of any policy or procedure of Leucadia, that could result in this Sectionharm to Leucadia, its reputation or employees; (c) effective immediately upon delivery violation of written notice any Leucadia policy against discrimination or harassment; (d) violation of any federal, state, local, or foreign securities law, rule, or regulation; (e) arrest for, conviction of, or plea of guilty or nolo contendere to, a crime that could reasonably be expected to Executiveresult in material and manifest harm to Leucadia, its reputation, or employees, and Executive will which Leucadia brings to your attention in writing not be entitled to any Severance Benefits. As used hereinmore than 30-days from the date of its discovery by Leucadia specifying in detail the nature of such matter; (f) engaging in criminal, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglectedillegal, faileddishonest, immoral, or refused unethical conduct related to render your employment at Leucadia and that results in material and manifest harm to Leucadia, its reputation, or employees, and which Leucadia brings to your attention in writing not more than 30-days from the Services or perform any other material duties or obligations under this Agreementdate of its discovery by Leucadia and specifying in detail the nature of such act; (iig) Company’s determination that Executive has otherwise materially violated failure to obtain or maintain any provision of this Agreementregistration, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitudelicense, or other crime that adversely affects authorization or approval reasonably required by Leucadia after receiving written notice from Leucadia and failing to cure such failure within 30-days after receiving such written notice; (h) engaging in Company’s reasonable judgment) may adversely affect Companyany act constituting a breach of fiduciary duty, the ability of Executive to provide the Servicesgross negligence, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality willful misconduct in connection with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) your employment and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails failing to cure or remedy such breach or violation act within fifteen (15) 30-days after receipt of written notice from the Company specifying in detail the nature of such noticeact; provided further, that or (i) refusal or failure to comply with any of the reasonable directions of or procedures established by the Board of Company Directors of Leucadia or your supervisor (unless such directions would result in the commission of an act that is illegal or unethical) after receiving written notice of such refusal or failure and failing to cure such failure within 30-days after receiving such written notice. An act, or failure to act, by you shall have not be deemed “willful” for purposes of this paragraph III.D. if done or omitted to be done by you (a) upon the sole discretion to determine whether such a breach or violation is subject to cureadvice of counsel for the Leucadia, and if so, whether (b) based upon the Executive successfully effected a cure following noticedirection or instruction of the Leucadia Board or the President or CEO of Leucadia.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company The Corporation may terminate Executive’s your employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits"Cause". As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includingthe Corporation shall have "Cause" to terminate your employment hereunder upon (A) the willful and continued failure by you to substantially perform your duties hereunder (other than any such failure resulting from your incapacity due to physical or mental illness as provided in subsection (a)(ii) of this Section 8), without limitationafter a written demand for your substantial performance is delivered to you by the Corporation, violation which demand specifically identifies the manner in which the Corporation believes you have not substantially performed your duties and your failure to provide the performance demanded within thirty (30) days after your receipt of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction forsuch written demand, or entry (B) the willful engaging by you in misconduct which is materially injurious to the Corporation, the Bank or any of their subsidiaries, monetarily or otherwise, or (C) your plea of nolo contendere with respect to or conviction of a plea of no contest with respect to, any felony, crime of involving moral turpitude, dishonesty or other crime that adversely affects a felony, or (in Company’s reasonable judgmentD) may adversely affect Company, your making a general assignment for the ability benefit of Executive your creditors or your institution of any proceeding seeking to provide the Servicesadjudicate you bankrupt or insolvent under any laws relating to bankruptcy or insolvency or an involuntary petition shall be filed against you seeking relief under any law relating to bankruptcy or insolvency which remains undismissed for a period of sixty (60) days or more, or any (E) your willful violation of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) provisions of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, Agreement and Executive fails your failure to cure or remedy such breach or violation within fifteen thirty (1530) days after receipt of written notice of such notice; provided furtherviolation, or (F) the receipt of a request by the Corporation, the Bank or any of their subsidiaries, from any of the governmental agencies that regulate any of them, that you be removed from your position as a director of the Corporation or the Bank or the President and Chief Executive Officer of either of those entities. For the purposes of this Agreement you shall not be deemed to have been terminated for Cause without your receipt of not less than ten (10) business days written notice from the Corporation setting forth the reasons for the Corporation's or the Bank's intention to terminate your employment for Cause, and providing you with (1) an opportunity for you, together with your counsel, to be heard before the Corporation's Board of Directors concerning your proposed termination for Cause, and (2) delivery to you of a Notice of Termination, from the Secretary of the Board of Company shall have Directors of the sole discretion to determine whether such a breach or violation is subject to cureCorporation, stating that in the good faith opinion of the Corporation's Board of Directors, you were guilty of certain of the conduct set forth above in clause (A), (B), (C), (D),or (E) of the immediately preceding paragraph, and if sospecifying the particulars thereof in detail and/or that the Corporation, the Bank or any of their subsidiaries is in receipt of a request referred to in clause (F) of the immediately preceding paragraph. The Corporation's Board's decision with respect to whether Cause for termination of this Agreement shall exist may be made by the Executive successfully effected Board in its sole discretion. Any dispute relating to termination for cause shall be settled by arbitration in accordance with the Commercial Dispute Resolution Procedures of the American Arbitration Association and during the pendency of such arbitration, you shall receive full compensation and benefits for a cure following noticeperiod of ninety (90) days from the date of the Notice of Termination from the Secretary of the Board of the Corporation. In the event that the Corporation and/or the Bank is the prevailing party in the arbitration, you shall upon demand reimburse the Corporation and/or the Bank for all sums paid and benefits received, including any stock options granted to you pursuant to the preceding sentence with interest at the Bank's prime rate and you further agree that any amount due may be set-off against any sums owed to you by the Corporation, the Bank or their subsidiaries including sums owed under any deferred compensation or benefit plans. Each party shall bear its own attorney's fees and costs of arbitration, but the prevailing party shall be entitled to reimbursement of its costs. You agree that the agreement to arbitrate disputes relating to termination for cause shall not affect or delay the Corporation's or the Bank's right to seek injunctive relief in court for any threatened or actual breach by you of Sections 7 and 10 of this Agreement.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s employment for Cause effective as of the date of the Notice of Termination (as defined in this SectionSection 8 hereof) effective immediately upon delivery of written notice to Executive, and Executive will not shall be entitled to any Severance Benefitsthe benefits provided in Section 9(a) hereof. As used hereinFor purposes of this Agreement, “Cause” means any of the followingshall mean: (i) Executive’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (A) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion that in each case, has had or is reasonably likely to have a material adverse effect on the Company’s determination that Executive has materially neglected, failed, or refused (B) on a felony charge or (C) on an equivalent charge to render the Services or perform any other material duties or obligations under this Agreementthose in clauses (A) and (B) in jurisdictions which do not use those designations; (ii) CompanyExecutive’s determination that Executive has otherwise materially violated willful engagement in any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedconduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act); (iii) Executive’s conviction forviolation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or entry the rules and regulations of a plea any securities or commodities exchange or association of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, which the ability of Executive to provide the Services, Company or any of the other Company Parties (as defined below)its subsidiaries or affiliates is a member; or (iv) Executive’s material violation of the Company’s codes or conduct or any act or omission of other Company policy as in effect from time to time; provided that Executive involving fraud, theft, dishonesty, disloyalty, or illegality shall have thirty (30) days after written notice from the Company to cure the deficiency leading to the Cause determination (except with respect toto clause (i) for which no notice is required) if, or that in the reasonable discretion of the Board, such deficiency is curable. The determination as to whether ▇▇▇▇▇ has occurred shall be made by the Board following a reasonable opportunity for Executive and his counsel to be heard before the Board. The Board shall also have the authority to waive the consequences of the existence or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or occurrence of any of the other Company Parties; events, acts or (v) any act omissions constituting Cause. No action or omission of Executive constituting the knowing inaction shall be deemed willful or intentional violation of applicable law with respect toif (x) not demonstrably willful or intentional and (y) taken, or not taken, by Executive in good faith and with the understanding that ▇▇▇▇▇ such action, or embarrasses or (in Company’s reasonable judgment) may harm or embarrassinaction, Company or any was not adverse to the best interests of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 1 contract
Sources: Employment Agreement (American International Group, Inc.)
Cause. In addition The Company shall have “Cause” to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause hereunder upon:
(as defined i) Executive’s failure to (A) substantially perform Executive’s duties with the Company (other than any such failure resulting from Executive’s Disability) or (B) comply with, in this Section) effective immediately upon delivery any material respect, any of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, the Company’s Policies; provided that such “Cause” means any of shall be deemed to occur only after the following: Company has given notice thereof to Executive specifying in reasonable detail the conduct constituting “Cause,” and, to the extent curable and correctable and the failure is not another breach after a prior cure period, Executive fails to cure and correct Executive’s conduct within thirty (i30) Companydays after such notice;
(ii) the Board’s determination that Executive failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board; provided that such “Cause” shall be deemed to occur only after the Company has materially neglectedgiven notice thereof to Executive specifying in reasonable detail the conduct constituting “Cause,” and, failedto the extent curable and correctable and the failure is not another breach after a prior cure period, or refused Executive fails to render the Services or perform any other material duties or obligations under this Agreement; cure and correct Executive’s conduct within thirty (ii30) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; days after such notice;
(iii) Executive’s conviction for, or entry breach of a material provision of this Agreement or the Proprietary Information Agreement; provided that such “Cause” shall be deemed to occur only after the Company has given notice thereof to Executive specifying in reasonable detail the conduct constituting “Cause,” and, to the extent curable and correctable and the failure is not another breach after a prior cure period, Executive fails to cure and correct Executive’s conduct within thirty (30) days after such notice;
(iv) Executive’s conviction, plea of no contest with respect tocontest, plea of nolo contendere, or imposition of unadjudicated probation for any felony, felony or crime of involving moral turpitude, ;
(v) Executive’s unlawful use (including being under the influence) or other crime that adversely affects or (in possession of illegal drugs on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, (or any of the other Company Parties its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or
(as defined below); (ivvi) any Executive’s commission of an act or omission of Executive involving fraud, theftembezzlement, dishonestymisappropriation, disloyaltywillful misconduct, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, breach of fiduciary duty against the Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeits affiliates.
Appears in 1 contract
Sources: Employment Agreement (Merus N.V.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company The Corporation may terminate Executive’s 's employment hereunder for Cause, as such term is hereinafter defined. For purposes of this Agreement, termination for Cause shall include termination based on (as defined in i) Executive's material breach of this SectionAgreement which is not cured fully within ten (10) effective immediately upon delivery of days after written notice to ExecutiveExecutive identifying such breach, provided that such ten (10) day period shall be extended to thirty (30) days if such breach is not reasonably susceptible of cure within ten (10) days and Executive will not be entitled has commenced to any Severance Benefits. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused cure and is then proceeding with diligence to render the Services or perform any other material duties or obligations under this Agreementcure such breach; (ii) Company’s determination that conviction of Executive has otherwise materially violated for (A) any provision crime committed during the Initial Term or Extended Term of this AgreementAgreement constituting a felony in the jurisdiction in which committed, including, without limitation, violation (B) any crime committed during the Initial Term or Extended Term of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or this Agreement involving moral turpitude (whether or not a felony) or (C) any other employee misconduct, act committed during the Initial Term or Extended Term of this Agreement against the Corporation involving dishonesty or willful misconduct intended to or having the effect of materially injuring the Corporation (whether now in effect or subsequently promulgated or revisednot a crime); (iii) Executive’s conviction for, habitual and excessive use of alcohol or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or controlled substances other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)than for therapeutic reasons; (iv) any act or omission indictment of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any by a grand jury for a felony violation of the other Company Partiesfederal securities laws; or (v) any act or omission Executive's gross negligence in the performance of Executive constituting his duties. The Board shall have the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of authority to make the other Company Parties; provided, however, that determinations with respect to clauses (i) termination for Cause provided for under this subparagraph. If Executive's employment shall be terminated pursuant to this subparagraph, the Corporation shall pay Executive his full salary through the date of termination at the rate in effect at the time notice of termination is given and (ii) the Corporation shall have no further obligations to Executive under the terms of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeAgreement.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive’s 's employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance BenefitsCause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includingthe Company shall have "Cause" to terminate Executive's employment hereunder upon:
(i) the continued failure by Executive to substantially perform his duties hereunder (other than any such failure resulting from Executive's incapacity or disability due to physical or mental illness) after written demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes Executive has not substantially performed his duties;
(ii) dishonesty by Executive of a material nature that relates to the performance of the Executive's duties hereunder or the commission by Executive of an act of fraud upon, without limitationor willful misconduct toward, violation the Company, as reasonably determined by the CSI Board after a hearing following ten days' notice to Executive of Company policies regarding drugs such hearing and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; at which hearing Executive will be present and have the opportunity to present Executive's position;
(iii) criminal conduct by Executive (other than minor infractions and traffic violations) or the conviction of Executive’s conviction for, by a court of competent jurisdiction, of any felony (or entry of a plea of no contest nolo contendere thereto) in each case other than alleged criminal conduct for which Executive is entitled to indemnification with respect toto such conduct under any indemnity agreement or arrangement between the Executive and CSI and/or the Company;
(iv) a material violation by Executive of his duty of loyalty to the Company or CSI which results or may result in material injury to the Company, CSI or any felonyother Subsidiary of CSI;
(v) a violation by Executive of Executive's covenants and obligations contained in Section 3(a) or 4 of this Agreement which is willful on Executive's part and which is not remedied to the reasonable satisfaction of the CSI Board in a reasonable period of time after receipt of written notice from the CSI Board;
(vi) notwithstanding the provisions of Section 6(a), crime the use by Executive of moral turpitude, alcohol which renders Executive unable to perform the essential functions of his position under this Agreement or the use by Executive of illegal or controlled drugs or other crime substances provided that adversely affects the use of controlled drugs or substances as prescribed by a physician shall not constitute grounds for Cause; or
(in Company’s reasonable judgmentvii) may adversely affect Company, the ability failure of Executive to provide cease any conduct determined in good faith by the ServicesCSI Board to be detrimental to the well-being or morale, or any otherwise not in the best interest, of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraudCompany, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company CSI or any other Subsidiary of CSI after written demand directing Executive to cease such conduct is delivered by the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) CSI Board specifically identifying such conduct and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticedemanding cessation thereof.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of shall mean the following: Executive’s (i) Company’s determination that Executive has materially neglectedcommission of a felony, faileda crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or refused fraud, embezzlement or misappropriation relating to render significant amounts, in each case in connection with the Services or perform any other material performance of his duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, failure to adhere to the ability of Executive to provide the Services, or any lawful directions of the other Company Parties (as defined below)Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any act or omission material respect of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the provisions of Section 7 of this Agreement; (v) material violation of the Company’s Code of Conduct or any other Company Partiesmaterial written policy of the Company, including without limitation, the Company’s nondiscrimination and harassment policy; or (vvi) breach in any act or omission of Executive constituting the knowing or intentional violation of applicable law with material respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiesterms 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 if curable, 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 (A) 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 approved by the Board of Directors, stating its good faith opinion that the Executive has engaged in actions or conduct described in the preceding sentence, which notice specifies the particulars of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension. For avoidance of doubt and notwithstanding the Executive’s cure rights, if any, if MFA reasonably determines that with respect it is necessary to clauses (i) and (ii) place the Executive on administrative leave, or to relieve the Executive of some or all of the Executive’s duties so that MFA may investigate any potential wrongdoing or misconduct, or pending resolution of any act, event or omission giving rise to Cause during any applicable cure period, MFA’s doing so shall not be deemed to be either a breach by MFA of any provision of this Section, if Agreement or a termination by MFA of the Executive’s employment without Cause nor shall such breach or violation is susceptible action constitute a basis for the Executive to cure, Company may not terminate the Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeGood Reason.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Agreement "Cause” means any of the following: " shall mean (i) Company’s determination that Executive has materially neglected, failed----- Executive's theft or embezzlement, or refused attempted theft or embezzlement, of money or property of the Company or any of its subsidiaries, Executive's perpetration or attempted perpetration of fraud, or Executive's participation in a fraud or attempted fraud, on the Company or any of its subsidiaries or Executive's unauthorized appropriation of, or Executive's attempt to render misap-propriate, any substantial tangible or intangible assets or property of the Services Company or perform any other material duties or obligations under this Agreement; of its subsidiaries, (ii) Company’s determination that Executive has otherwise materially violated Executive's conviction of any provision criminal felony involving the Company or any of this Agreementits subsidiaries, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry 's willful failure to substantially follow any reasonable instructions of a plea the Board and/or other policies of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect the Company, which failure is not corrected within 15 business days after you receive notice from the ability of Executive Board describing such failure. You shall not be deemed to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment have been terminated for Cause unless the Company provides Executive with has delivered to you a written notice specifying such breach or violation, in reasonable detaildetail the facts and circumstances that are the basis for terminating Executive's employment with the Company for Cause. Should the Company and you be unable to agree on whether or not the Executive's conduct, and Executive fails to cure acts or remedy such breach or violation omissions constitute Cause within fifteen thirty (1530) business days after receipt Executive's employment with the Company has been terminated, the controversy as to whether Executive's conduct constitutes Cause shall be settled exclusively by arbitration in accordance with the requirements of such notice; provided furtherthe labor arbitration rules of the American Arbitration Association then in effect. Arbitration shall commence upon the appointment of arbitrators mutually agreeable to the parties and shall continue, that without interruption unless required by the Board arbitrator(s), with the written decision of Company the arbitrator(s) to be issued within one-hundred fifty (150) business days after filing a Notice of Arbitration. All expenses and fees incurred in the conduct of the arbitration shall have be borne by the sole discretion to determine whether such a breach parties equally. Each party shall bear its own respective attorneys' and other legal fees and any decision, award or violation is subject to cure, and if so, whether order by arbitration shall be binding upon the Executive successfully effected a cure following noticeparties hereof.
Appears in 1 contract
Sources: Employment Agreement (Aircraft Service International Group Inc)
Cause. In addition to any other rights or remedies available to Company during Termination of the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: shall mean termination because (i) Company’s determination that the Executive has materially neglected, failed, intentionally engages in dishonest conduct in connection with his performance of services for the Corporation or refused to render the Services or perform any other material duties or obligations under this AgreementBank resulting in his conviction of a felony; (ii) Company’s determination that the Executive has otherwise materially violated is convicted of, or pleads guilty or nolo contendere to, a felony or any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedcrime involving moral turpitude; (iii) Executive’s conviction for, the Executive willfully fails or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, refuses to perform his duties under this Agreement and fails to cure such breach within fifteen (15) days following written notice thereof from the Corporation or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)Bank; (iv) any act the Executive breaches his fiduciary duties to the Corporation or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company PartiesBank for personal profit; or (v) the Executive willfully breaches or violates any act law, rule or omission of Executive constituting the knowing regulation (other than traffic violations or intentional violation of applicable law with respect tosimilar offenses), or that ▇▇▇▇▇ final cease and desist order in connection with his performance of services for the Corporation or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailBank, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt following written notice thereof from the Corporation or the Bank. For purposes of this section, no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive=s action or omission was in the best interests of the Corporation or the Bank. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Boards or based upon the written advice of counsel for the Corporation or the Bank 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 Corporation or the Bank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (i) reasonable written notice to the Executive setting forth the reasons for the Employers’ intention to terminate for Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the Boards of Directors of the Employers, and (iii) thereafter delivery to the Executive of a Notice of Termination from the Boards of Directors of the Employers finding that, in the good faith opinion of such notice; provided furtherBoards upon vote of at least 75% of the members of each Board, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticewas guilty of conduct set forth above.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s 's employment for "Cause." A termination for Cause is a termination evidenced by a finding adopted in good faith by the Board that the Executive (as defined in this Sectioni) effective immediately upon delivery of willfully and continually failed to substantially perform his duties with the Company (other than a failure resulting from the Executive's incapacity due to physical or mental illness) and such failure continues after written notice to Executive, and the Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any providing a reasonable description of the following: (i) Company’s basis for the determination that the Executive has materially neglectedfailed to perform his duties, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreementindicted for a criminal offense other than misdemeanors not disclosable under the federal securities laws, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction forhas breached this Agreement in any material respect and such breach is not susceptible to remedy or cure or has not already materially damaged the Company, or entry of is susceptible to remedy or cure and no such damage has occurred, is not cured or remedied reasonably promptly after written notice to the Executive providing a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any description of the other Company Parties (as defined below); breach, (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (engaged in Company’s reasonable judgment) may harm or embarrass, Company or any conduct to the material detriment of the other Company Parties; that is dishonest, fraudulent, unlawful or grossly negligent or which is not in compliance with the Company's Code of Conduct or similar applicable set of standards or conduct and business practices set forth in writing and provided to the Executive prior to such conduct, or (v) any regulatory authority, gaming commission, lottery agency or similar authority in any jurisdiction in which the Company is conducting business or intends to submit a proposal or conduct business finds the Executive unsuitable or unfit to continue to act as a representative, officer, director or omission employee of the Company, the Company has received notice from such authority of such a finding or the Executive constituting the knowing or intentional violation of applicable law with respect fails to file appropriate applications with, provide requested information to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrassotherwise fails to cooperate with, Company or any such authority. No act, nor failure to act, on the Executive's part, shall be considered "willful" for purposes of the other Company Parties; provided, however, that with respect to clauses (i) above unless he has acted or failed to act with an absence of good faith and (ii) without a reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after Notice of Termination is given by the Executive shall constitute Cause for purposes of this SectionAgreement. Termination for Cause shall be by action of the Board after giving the Executive and his legal advisors an opportunity to meet with the Board, contest the basis for termination, and to demonstrate that the Executive's continued employment is in the best interests of the Company. In addition, the Company may require that the Executive take a paid leave of absence if the Board determines that there is a reasonable basis to believe that a regulatory authority, gaming commission, lottery agency or similar authority may likely find the Executive unsuitable or unfit or there are serious concerns regarding the honesty, integrity or possible misconduct of the Executive. During the leave of absence the Executive will be entitled to demonstrate to the Board that such concerns are unfounded. However, if at any time following three months after the start of the leave of absence, the Board reasonably determines that a continuation of the Executive's employment will jeopardize the good standing of the Company with any such breach authority, commission or violation is susceptible to cureagency, the Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticefor Cause.
Appears in 1 contract
Sources: Employment Agreement (Powerhouse Technologies Inc /De)
Cause. In addition to any other rights or remedies available to Company during For purposes of this Agreement, the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, term “Cause” means any of the followingmeans: (i) Companythe Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement“Disability” (as hereinafter defined); (ii) Company’s determination that an action or failure to act by the Executive has otherwise materially violated any provision constituting fraud, misappropriation or damage to the property or business of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedthe Corporation; (iii) Executive’s conviction forconduct by Executive that amounts to fraud, personal dishonesty or entry breach of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)fiduciary duty; (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyaltyExecutive’s conviction (from which no appeal may be, or illegality is, timely taken) of a felony or willful violation of any law, rule or regulation (other than traffic violations or similar offenses); (v) the Executive’s breach of any of her obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or of any confidential information of any other party to whom the Executive owes an obligation of nondisclosure as a result of her relationship with respect tothe Corporation; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material adverse effect on the Corporation, or as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that ▇▇▇▇▇ or embarrasses or Executive’s job performance is substantially unsatisfactory and that she has failed to cure such performance within a reasonable period (but in Companyno event more than thirty (30) days) after written notice specifying in reasonable detail the nature of the unsatisfactory performance; (x) Executive’s reasonable judgment) may harm or embarrass, Company or material breach of any of the other Company PartiesCorporation’s written policies; or (vxi) the issuance of any act or omission order by the Maryland Commissioner of Executive constituting Financial Regulation, the knowing or intentional violation of applicable law with respect toFederal Deposit Insurance Corporation, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have Governors of the sole discretion to determine whether such a breach Federal Reserve System, or violation is subject to cure, and if so, whether any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive successfully effected with the Corporation. No act or failure to act on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Corporation. Any act or failure to act that is based upon authority given pursuant to a cure following noticeresolution duly adopted by the Board, or upon the advice of legal counsel for the Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interest of the Corporation.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means for termination will mean any one or more of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iiia) Executive’s conviction forof, or entry of a plea of “guilty” or “no contest with respect contest” to, any felonyfelony or any crime involving fraud, crime dishonesty or moral turpitude under the laws of moral turpitudethe United States or any state thereof; (b) Executive’s commission of, or other crime participation in, a fraud or material act of dishonesty against the Company or any of its employees or directors that adversely affects causes harm; (c) Executive’s intentional, material violation of any contract or (in Company’s reasonable judgment) may adversely affect agreement between the Executive and the Company, the ability Company’s employee handbook and employment policies, the Company’s Code of Executive to provide the ServicesConduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure of the Company’s confidential information or trade secrets or other Company Parties material breach of the Confidentiality Agreement (as defined below); (ive) Executive’s willful misconduct in the performance of Executive’s employment duties; (f) Executive’s willful failure to reasonably cooperate with any act internal or omission of Executive involving fraud, theft, dishonesty, disloyalty, external Company investigation or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or audit (in Company’s reasonable judgment) may harm or embarrass, whether being conducted by the Company or any of the other Company Partiesby a third-party); or and (vg) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect toExecutive’s failure to relocate to Los Angeles, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrassCalifornia prior to August 17, Company or any of the other Company Parties2022; provided, however, that with respect in order to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides “Cause” pursuant to the foregoing clauses (c), (d), (e), and (f) the Board must first provide Executive with written notice specifying such breach or violationof the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company learning, or of when the Company reasonably should have been aware, of such Cause event, and provide Executive a period of 30 days thereafter to reasonably cure such Cause event, to the extent curable. If Executive fails to cure or remedy such breach or violation Cause event within fifteen (15) such period, then the termination of employment must be effective not later than 30 days after receipt the end of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a Executive’s cure following noticeperiod.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyActs or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Agreement or otherwise relating to the business of the Company, or failure or refusal to carry out lawful directions from the CEO with respect to Executive’s obligations under this Agreement or otherwise relating to the business of the Company;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”;
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such noticethe extent legally permissible); provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.or
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Termmay, in at its sole discretion Company may option, terminate Executive’s 's employment for Cause ("CAUSE" as defined set forth in a Notice of Termination to Executive specifying the reasons for termination. The Notice of Termination shall specify the Date of Termination, which date may be the date of such Notice of Termination. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, “"Cause” means any of the following: " shall mean (i) Company’s determination that Executive has materially neglectedExecutive's conviction of, failedguilty or no contest plea to, or refused to render the Services confession of guilt of, any felony or perform any other material duties crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Company (whether or not such act or omission relates to the Company); (iii) excessive use of alcohol or illegal drugs so as to interfere with the performance of Executive's obligations under this Agreement; (iiiv) Company’s determination that a breach by Executive has otherwise materially violated of this Agreement (other than a failure to perform addressed by cause (v) below) or of any provision of the representations or warranties contained in this Agreement; (v) a continuing failure by Executive to perform such duties as are assigned to Executive by the CEO, any Designated Executive Officer or the Board in accordance with this Agreement, includingother than a failure resulting from a Disability, without limitationafter receipt from the Company of written notice of such continuing failure and, violation of Company policies regarding drugs and alcoholto the extent such failure is curable, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or reviseda thirty (30) day period to cure such failure; (iiivi) Executive’s conviction for, or entry 's knowingly taking any action on behalf of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates without appropriate authority to take such action (the other approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company Partiesof written notice of such action and, to the extent the damage resulting from such action is curable, a thirty (30) day period to cure such damage; or (vvii) Executive's knowingly taking any act or omission action in conflict of Executive constituting the knowing or intentional violation of applicable law interest with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates given Executive's position with Company; (viii) the other Company Partiescommission of an act of personal dishonesty by Executive that involves personal profit to him or his family members; provided, however, that with respect to clauses or (iix) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violationa determination by the Board, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided furtherits sole discretion, that the Board employment of Executive under this Agreement should terminate (a termination pursuant to this clause (ix), a "DISCRETIONARY CAUSE TERMINATION"); PROVIDED that Discretionary Cause Termination shall be effective on the thirtieth (30th) day after the provision by the Company shall have to Executive of written notice of the sole discretion Board's determination. Amounts payable to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeupon termination for Cause are set forth in Section 3.3.1 below.
Appears in 1 contract
Sources: Employment Agreement (Elite Pharmaceuticals Inc /De/)
Cause. In addition to any other rights or remedies available to Company during the Employment TermThe Company, in acting by its sole discretion Company Board of Directors, may terminate the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) Companythe Executive’s determination that Executive has materially neglected, failedconviction of, or refused a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to render perform the Services Executive’s obligations as an employee of the Company or perform any other material duties or obligations under this AgreementAgreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction forcommission of an act of embezzlement, fraud or entry of dishonesty which results in a plea of no contest with respect toloss, any felony, crime of moral turpitude, damage or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect injury to the Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (the Executive’s substantial and continuing gross negligence in Company’s reasonable judgment) may harm or embarrass, Company or any the performance of the other Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company Partieswhich adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (vvii) any act the Executive’s continuing material failure or omission refusal to perform the Executive’s duties in accordance with the terms of Executive constituting this Agreement. Notwithstanding anything herein to the knowing contrary, the Executive’s resignation promptly following an action by the Company that results in a constructive termination or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any discharge of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have constitute a termination by the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany without Cause for purposes of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Broadview Networks Holdings Inc)
Cause. In addition Thirty (30) days after written notice by the Company to any other rights the Executive of a termination for Cause if the Executive shall have failed to cure or remedies available to Company during remedy such matter, if curable, within such thirty (30) day period. “Cause” shall mean the Employment Term, in its sole discretion Company may terminate Company’s termination of the Executive’s employment for Cause (with the Company as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the followinga result of: (i) fraud, embezzlement or other willful act of material dishonesty by the Executive in connection with or relating to the Executive’s employment with the Company; (ii) theft or misappropriation of property, information or other assets by the Executive in connection with the Executive’s determination that Executive has materially neglectedemployment with the Company which results in or could reasonably be expected to result in material loss, faileddamage or injury to the Company, its goodwill, business or reputation; (iii) the Executive’s commission, guilty plea, no contest plea, or refused similar plea for any felony or crime involving moral turpitude; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the Executive’s duties under this Agreement; (v) material breach of a material Company policy, or material breach of a Company policy that results in or could reasonably be expected to render result in material loss, damage or injury to the Services Company, its goodwill, business or perform reputation; (vi) the Executive’s material breach of any other material duties or of his obligations under this Agreement; or (iivii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive’s conviction forrepeated insubordination, or entry refusal (other than as a result of a plea of no contest Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by the CEO which are consistent with respect toExecutive’s position with the Company. Additionally, any felonyin the event that the basis for Cause is, crime of moral turpitude, or other crime that adversely affects or (in Company’s the reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any good faith determination of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is reasonably subject to cure, then such thirty (30) days’ prior notice of termination for Cause shall not be required, and if so, whether such termination shall be effective on the Executive successfully effected a cure following noticedate the Company delivers notice of such termination for Cause.
Appears in 1 contract
Sources: Executive Employment Agreement (Diamond Eagle Acquisition Corp. \ DE)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) Companythe Executive’s determination that Executive has materially neglected, failedconviction of, or refused a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to render perform the Services Executive’s obligations as an employee of the Company or perform any other material duties or obligations under this AgreementAgreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s determination commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) days after requested in writing by the Company; (vii) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement; provided, that discharge pursuant to this subsection shall constitute discharge for Cause only if the Executive has otherwise materially violated any first received written notice from the President or CEO of the Company stating with specificity the nature of such failure or refusal and, if requested by the Executive within ten (10) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; (viii) the Executive breaches a material provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (vix) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails failure to cure or remedy such breach or violation perform his duties at a location within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeNewark 20-Mile Radius.
Appears in 1 contract
Sources: Employment Agreement (Broadview Networks Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any conduct involving one or more of the following: (i) Company’s determination that the conviction of Executive has materially neglected, failedof, or refused to render the Services or perform any other material duties or obligations plea of nolo contendere by Executive to, a felony involving moral turpitude (including under this Agreementfederal securities laws); (ii) Companythe willful, substantial and continuing failure of Executive to perform the reasonable duties of his position for a period of at least thirty (30) days following written notice from the Board to Executive that describes the basis for the Board’s determination belief that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or not substantially performed his reasonable duties for reasons other employee misconduct, whether now in effect than serious illness or subsequently promulgated or revisedincapacity; (iii) Executive’s conviction forwillful misconduct, or entry of a plea of no contest with respect togross negligence, any felonyfraud, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraudembezzlement, theft, dishonesty, disloyalty, misrepresentation or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, dishonesty by Executive involving the Company or any of its affiliates, in each case that is intended to result in the other Company Partiessubstantial personal enrichment of Executive; or (iv) Executive’s violation of the Confidentiality Agreement or of any other confidentiality, non-competition or other written agreement or policy with or of the Company or its affiliates, which violation results in material harm to the Company, (v) a material breach of Executive’s fiduciary duty to the Company, (vi) Executive’s failure to reasonably cooperate in any act audit or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any investigation of the other business or financial practices of the Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with continues after written notice specifying such breach or violation, in reasonable detail, from the Board and Executive fails to cure or remedy such breach or violation within at least fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, (vii) Executive substantially abusing alcohol, drugs, or similar substances, and if sosuch abuse in the Board’s judgment has materially affected Executive’s ability to conduct the business of the Company in a proper and prudent manner. Other than for a termination pursuant to Section 13(b)(i), whether Executive will receive notice and an opportunity to be heard before the Board with Executive’s own attorney before any termination for Cause is deemed effective. If Executive successfully effected a cure following noticewishes to avail himself of his opportunity to be heard before the Board prior to the Board’s termination of Executive’s employment for Cause, the Board may immediately place Executive on administrative leave (with full pay and benefits to the extent legally permissible) and suspend all access to Company information, employees and business. If Executive avails himself of his opportunity to be heard before the Board, and then fails to make himself available to the Board within five (5) business days of such request to be heard, the Board may thereafter cancel the administrative leave and terminate Executive for Cause.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes in reasonable detail the basis for the Board’s belief that Executive has materially neglectednot substantially performed his duties and provides Executive the opportunity to present to the Board his good faith reasons for not so performing and, failedif the Board does not agree with such reasons, or refused with thirty (30) days to render the Services or perform any other material duties or obligations under this Agreement; take corrective action;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any a felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); ;
(iv) A breach of any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, fiduciary duty owed to the Company or any of the other Company Parties; or by Executive;
(v) Executive being found individually liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s Sege failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(vii) Executive’s disqualification or bar by any U.S. governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any U.S. governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 1 contract
Sources: Employment Agreement (3com Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyActs or omissions constituting gross negligence, recklessness or willful misconduct on the part of Executive with respect to Executive’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; Agreement or otherwise relating to the business of the Company, or failure or refusal, after written notice thereof from the CEO and an opportunity to cure of at least 10 business days, to carry out lawful directions from the CEO with respect to Executive’s obligations under this Agreement or relating to the performance of obligations or duties consistent with Executive’s then current position;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means shall mean the occurrence of any of the followingfollowing events: (i) Company’s determination that gross negligence or willful misconduct of the Executive has materially neglected, failed, or refused to render in connection with the Services or perform any other material performance of his duties or obligations under this Agreementhereunder; (ii) the Executive’s conviction of (or pleading guilty or pleading no contest or nolo contendere to) a felony or comparable crime in any jurisdiction that does not classify crimes using “felony”, other than minor traffic offenses and other minor offenses that are not inconsistent with the Company’s determination that Executive has otherwise materially violated any provision reasonable expectations of this Agreement, including, without limitation, violation a person occupying the position of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedan executive officer of the Company; (iii) the Executive’s conviction forunauthorized removal, use or entry disclosure of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in the Company’s reasonable judgment) may adversely affect or any affiliate’s confidential information that could reasonably be expected to cause harm to the Company, provided, that the ability of Executive shall, to the extent an unauthorized removal is reasonably susceptible to cure, be given a reasonable opportunity, not to exceed thirty (30) days, after written notice by the Company to the Executive to provide the Services, or any cure such removal of the other Company Parties (as defined below)confidential information; (iv) the performance by the Executive of any act or omission acts of Executive involving fraud, theft, dishonesty, disloyalty, dishonesty in connection with or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in relating to the Company’s reasonable judgmentor its affiliates’ business or the misappropriation (or attempted misappropriation) may harm or embarrass, Company of any of the Company’s or any of the other Company Partiesits affiliates’ funds or property; or (v) a material breach of any act or omission of the Executive’s obligations under any agreement entered into between the Executive constituting and the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of its affiliates that is material to the other employment relationship between the Company Parties; or any of its affiliates and the Executive or the relationship between the Company and the Executive as an investor or prospective investor in the Company, provided, howeverthat the Executive shall, that with respect to clauses (i) and (ii) of this Section, if such the extent a breach or violation is reasonably susceptible to cure, Company may be given a reasonable opportunity, not terminate Executive’s employment for Cause unless Company provides Executive with to exceed thirty (30) days, after written notice specifying such breach or violation, in reasonable detail, and by the Company to the Executive fails to cure such breach; or remedy such (vi) a breach of the Company’s policies or violation within fifteen (15) days after receipt of such noticeprocedures, which breach causes or could reasonably be expected to cause harm to the Company or its business reputation; provided furtherprovided, that the Board of Company shall have Executive shall, to the sole discretion to determine whether such extent a breach or violation is subject reasonably susceptible to cure, and if sobe given a reasonable opportunity, whether not to exceed thirty (30) days, after written notice by the Company to the Executive successfully effected a to cure following noticesuch breach.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in Cause. For purposes of this Section) effective immediately upon delivery of written notice to ExecutiveAgreement, and Executive will not be entitled to any Severance Benefits. As used herein, the term “Cause” means any of the followingshall mean: (i) Company’s determination that a material breach by the Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under of this Agreement; (ii) Companyother than as a result of physical or mental illness or injury, continued failure of the Executive to perform substantially the Executive’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revisedduties hereunder; (iii) gross negligence by the Executive’s conviction for, or entry willful misconduct by the Executive (including willful violation of a plea written rules, regulations, procedures or instructions relating to the conduct of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any employees of the other Company Parties generally), which in either case causes (as defined belowor should reasonably be expected to cause) material harm to the Company or the Parent (including indirectly through their subsidiaries); (iv) any act or omission of material failure by the Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s to use his best reasonable judgment) may harm or embarrass, Company or any efforts to follow lawful instructions of the other Company PartiesBoard; or (v) any act the Executive is indicted for, or omission of Executive constituting the knowing or intentional violation of applicable law with respect pleads nolo contendere to, a felony involving moral turpitude or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any other serious crime involving moral turpitude. In the case of the other Company Parties; provided, however, that with respect to clauses (i), (ii), (iii) and (iiiv) above, the Company shall provide notice to the Executive indicating in reasonable detail the events or circumstances that it believes constitute Cause hereunder, and provide the Executive with thirty (30) days after delivery of such notice to cure such purported Cause before termination of the Executive’s employment hereunder for Cause. For avoidance of doubt, placing the Executive on paid leave for up to sixty (60) days during which the Company continues to provide the Executive with the Base Salary and other compensation and benefits required under Section 2 of this Agreement, pending the Board’s determination of whether there is a basis to terminate the Executive for Cause, will not by itself constitute a termination of the Executive’s employment hereunder or provide the Executive with Good Reason to resign his employment until after such sixty (60) day period has elapsed without reinstatement or delivery of a Notice of Termination by the Company (it being understood that such sixty (60) day leave period shall be deemed to coincide with the sixty (60) day Company cure period set forth in Section 3(e) of this SectionAgreement). If, if such breach subsequent to the Executive’s termination of employment hereunder for other than Cause, or violation subsequent to the Company providing notice of non-renewal subject to Section 3(a), it is susceptible to cure, Company may not terminate determined in good faith by the Board that the Executive’s employment could have been terminated for Cause unless Company provides Executive with written notice specifying such breach or violationpursuant to clause (v) of this Section 3(c), in reasonable detailthe Executive’s employment shall, and Executive fails at the election of the Board, be deemed to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that have been terminated for Cause retroactively to the Board of Company shall have date the sole discretion events giving rise to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCause occurred.
Appears in 1 contract
Sources: Employment Agreement (Aleris Corp)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause.” means any A termination for Cause shall mean discharge by the Company by reason of the following: (i) Companythe Executive’s determination that Executive has materially neglected, failedconviction of, or refused a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the performance of the Executive’s obligations on behalf of the Company or which affects the Executive’s ability to render perform the Services Executive’s obligations as an employee of the Company or perform any other material duties or obligations under this AgreementAgreement or any non-competition agreement, confidentiality agreement or like agreement or covenant between the Executive and the Company or which materially and adversely affects the reputation and business activities of the Company; (ii) the Executive’s willful misconduct in connection with the performance of the Executive’s duties and responsibilities as an employee of the Company; (iii) the Executive’s determination commission of an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or alcohol abuse for which the Executive fails to undertake and maintain treatment within five (5) days after requested in writing by the Company; (vii) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement; provided, that discharge pursuant to this subsection shall constitute discharge for Cause only if the Executive has otherwise materially violated any first received written notice from the CEO of the Company stating with specificity the nature of such failure or refusal and, if requested by the Executive within ten (10) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board; (viii) the Executive breaches a material provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (vix) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails failure to cure or remedy such breach or violation perform his duties at a location within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeNewark 40-Mile Radius.
Appears in 1 contract
Sources: Employment Agreement (Broadview Networks Holdings Inc)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the following: will mean:
(i) CompanyExecutive’s determination willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has materially neglected, failed, or refused not substantially performed his duties and provides Executive with thirty (30) days to render the Services or perform any other material duties or obligations under this Agreement; take corrective action;
(ii) Company’s determination Any act of personal dishonesty taken by Executive in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that Executive has otherwise materially violated any provision such action may result in the substantial personal enrichment of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; Executive;
(iii) Executive’s conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felony, crime of moral turpitude, a felony that the Board reasonably believes has had or other crime that adversely affects or (in will have a material detrimental effect on the Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, reputation or any of the other Company Parties (as defined below); business;
(iv) A breach of any act or omission of fiduciary duty owed to the Company by Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in has a material detrimental effect on the Company’s reasonable judgment) may harm reputation or embarrass, Company or any of the other Company Parties; or business;
(v) Executive being found liable in any act Securities and Exchange Commission or omission of Executive constituting the knowing other civil or intentional violation of applicable criminal securities law with respect to, action or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or entering any of the other Company Parties; provided, however, that cease and desist order with respect to clauses such action (iregardless of whether or not Executive admits or denies liability);
(vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
(vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (iiB) of during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in the capacity contemplated by this SectionAgreement to whatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in with the Company may be terminated by the Company with or without Cause. For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any of the followingshall mean: (i) Companythe continued failure of Executive to perform substantially Executive’s determination duties with the Company or any of its affiliates or Executive’s material disregard of the directives of the CEO or the Board (in each case other than any such failure resulting from any medically determined physical or mental impairment) that is not cured by Executive within 20 calendar days after a written demand for substantial performance is delivered to Executive by the Company which specifically identifies the manner in which the CEO or the Board believes that Executive has materially neglected, failed, or refused to render the Services or perform any other material not substantially performed Executive’s duties or obligations under this Agreementdisregarded a directive; (ii) Company’s determination that willful material misrepresentation at any time by Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect to the CEO or subsequently promulgated or revisedthe Board; (iii) Executive’s conviction forcommission of any act of fraud, or entry misappropriation (other than misappropriation of a plea of no contest de minimis nature) or embezzlement against or in connection with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, Company or any of the other Company Parties (as defined below)its affiliates or their respective businesses or operations; (iv) any act a conviction, guilty plea or omission plea of nolo contendere of Executive for any crime involving fraud, theft, dishonesty, disloyalty, dishonesty or illegality with respect to, for any felony; (v) a material breach by Executive of his fiduciary duties of loyalty or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, care to the Company or any of its affiliates or a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of a Company Partiespolicy, as the same may be amended from time to time; (vi) the engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vvii) any act a material breach by Executive of his obligations under Section 7, 8 or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) 9 of this Section, Agreement that is not cured (if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides curable) by Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) 20 calendar days after receipt of written demand for such notice; provided further, cure is delivered to Executive by the Company which specifically identifies the manner in which the Company believes that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticehas materially breached his obligations.
Appears in 1 contract
Sources: Employment Agreement (Williams Industrial Services Group Inc.)
Cause. In addition to any other rights or remedies available to The employment of the Executive under this Agreement may be terminated by the Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefitsfrom the Board that Cause exists for termination. As used herein, “Cause” means any of For the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision purposes of this Agreement, includingthe term “Cause” shall mean that, without limitationin the opinion of the Board, violation the Executive has (i) refused or failed to perform, to the reasonable satisfaction of the Board, any duties assigned to the Executive by the Board (consistent with his Chief Executive officer position) or contemplated or obligated under this Agreement, provided that such refusal or failure is not curable or cured within ten (10) days after written notice thereof from the Company policies regarding drugs and alcoholspecifying such refusal or failure in reasonable detail, discrimination(ii) committed a breach of the terms of this Agreement or any other legal obligation to the Company, harassmentprovided that such breach is not curable or cured within ten (10) days after written notice thereof from the Company specifying such breach in reasonable detail, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive failed to provide the Services, or perform any of the other Company Parties (as defined below); Executive’s obligations under the Confidentiality Agreement, (iv) any act demonstrated gross negligence or omission willful misconduct in the execution of Executive involving fraudthe Executive’s duties, theft(v) been convicted of or pleaded nolo contendere to a felony or other serious crime, dishonesty(vi) repeatedly and intemperately used alcohol or drugs in a manner that interferes with the performance of Executive’s duties, disloyalty(vii) engaged in business practices or personal conduct which, in the reasonable opinion of the Board, are unethical or reflect adversely on the Company, (viii) misappropriated assets of the Company; (ix) been repeatedly absent from work during normal business hours for reasons other than disability, appropriate vacation, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Partiessick time; or (vx) improperly used any act or omission of Executive constituting former employer’s trade secrets. For the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) purposes of this Section, no act or failure to act on Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act or failure to act by Executive that is either based upon authority given pursuant to a resolution duly adopted by the Board, or based upon the advice of counsel for the Company, and that does not violate law or Executive’s fiduciary obligations to the Company shall be presumed to be done, or omitted to be done, in good faith and in the best interests of the Company. Notwithstanding the foregoing, if Executive is terminated for Cause and it is subsequently determined by an arbitrator that such breach or violation is susceptible to curetermination was not for Cause, Company may not terminate then such termination shall be deemed a termination without Cause. By the same token, if the Executive’s employment terminates for (i) Good Reason, but at a time when an arbitrator determines that the Company had Cause to terminate the Executive (or would have had Cause if it then knew all relevant facts) under (a) Section 4(c)(iii) – (viii), (b) Section 4(c)(x), (c) 4(c)(i) or (ii) and the Company gave Executive written notice of its intent to assert that it had cause under either of those subsections within 10 business days of Executive having terminated his employment for Good Reason, or (d) under Section 4(c)(ii) as to any material breach by Executive; or (ii) any other reason, but at a time when an arbitrator determines that the Company had Cause to terminate the Executive under Section 4(c)(iii) or (viii) (or would have had Cause under either of those provisions if it then knew all relevant facts), Executive’s termination shall be treated as a discharge by the Company for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected shall repay the Company all benefits that he received on account of his termination in excess of those he would have received in a cure following noticefor Cause termination.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately Immediately upon delivery of written notice by the Company to Executivethe Executive of a termination for Cause, and provided that such notice is given within 90 days after the Chairman of the Executive will not be entitled to any Severance BenefitsCommittee or the Audit Committee has actual knowledge of the Cause event. As used herein, “Cause” means any of the following: shall mean (i) Company’s determination that the willful misconduct of the Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, a willful material violation of the Code of Conduct) with regard to the Company policies regarding drugs and alcoholthat is materially injurious to the Company (including, discriminationwithout limitation, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect material financial or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined belowreputational harm); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that no act or failure to act on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith or without reasonable belief that her action or omission was not adverse to the best interests of the Company; (ii) the willful and continued failure of the Executive to attempt in good faith to substantially perform the Executive’s duties with respect the Company (other that any such failure resulting from incapacity due to clauses physical or mental illness), which failure is not remedied within 15 business days after written notice from the Company specifying the details thereof; or (iii) the conviction of the Executive of (or the plea by the Executive of guilty or nolo contendere to) any (A) felony or (B) criminal misdemeanor involving fraud, false statements or misleading omissions, embezzlement, bribery, counterfeiting, extortion or an intentional wrongful taking, other than in the case of both (A) and (B), traffic-related offenses or as a result of vicarious liability for acts in which the Executive, except when acting on advice of counsel, had no direct involvement and no actual knowledge; provided, that the Executive may be suspended with full compensation and 6 benefits as if she remained in active service during any period prior to a conviction and after an indictment for such a felony or misdemeanor; or (iv) the Executive’s disqualification or bar by any governmental or self-regulatory authority from serving as Chief Executive Officer of the Company, Chairman of the Board or member of the Board, in each case, as a result of disciplinary or similar action and after the conclusion of an appeal from a final administrative determination to a court of first impression; provided, that the Executive may be suspended with full compensation and benefits as if she remained in active service during any period prior to the conclusion of such appeal and after such disqualification or bar. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause without (i) advance written notice, provided to the Executive not less than five business 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 basis for such consideration for Cause; (ii) an opportunity for the Executive, together with her counsel, to be heard before the Board before termination and after such notice; (iii) a duly-adopted resolution of the Board, after such opportunity, stating that in accordance with the provisions of the next to last sentence of tins Section 6(d), the actions of the Executive constituted Cause and the basis thereof; and (iv) a written determination provided by the Board setting forth the acts and omissions that form the basis of such termination. The failure to include any fact in such written determination that contributes to a showing of Cause does not preclude the Company from asserting that fact in enforcing its rights under this Agreement, provided that such fact is generally within the category (of categories (i)-(iv) enumerated in the definition of “Cause” above) specified as the basis for the Cause termination in the written determination and provided, further, in the case of assertions within category (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt the definition of such notice; provided further“Cause” above, that such later assertion shall not be valid to the extent that, prior to the Cause termination, the Executive had not been given, with respect to such assertion, the required notice and right to effect a remedy. Any determination by the Board hereunder shall be made by the affirmative vote of Company shall have at least a two-thirds majority of the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether members of the Board (other than the Executive). Any purported termination of employment of the Executive successfully effected by the Company that does not meet all substantive and procedural requirements of this Section 6 shall be treated for all purposes under this Agreement as a cure following noticetermination without Cause.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate Executive's employment hereunder for Cause. For purposes of this Agreement, “Cause” means:
(i) material act or acts of fraud or dishonesty undertaken by Executive during the course of his employment;
(ii) misconduct by Executive that is willful or deliberate on Executive’s employment for Cause part and that, in either event, is materially injurious to Company, monetarily or otherwise;
(as defined iii) the indictment, formal charge, conviction of Executive of, or the Executive entering of a plea of nolo contendere to, a misdemeanor involving fraud, theft, dishonesty or moral turpitude or a felony, or Executive’s debarment by the U.S. Food and Drug Administration from working in or providing services to any pharmaceutical or biotechnology company;
(iv) a material breach of any terms and conditions of this SectionAgreement by Executive and such breach has not been cured by Executive within thirty (30) effective immediately upon delivery of days after written notice thereof to Executive from Company;
(v) Executive’s material failure to perform his duties or follow the lawful directions of the Board and such failure has not been cured by Executive within thirty (30) days after written notice thereof to Executive from Company; or
(vi) a material breach of any of the Company’s written policies that have been provided to the Executive and such breach has not been cured by Executive within thirty (30) days after written notice thereof to Executive from Company. In the event of termination for Cause, and without limiting any of the Company’s rights or remedies in law and/or equity, Executive will only be entitled to receive within sixty (60) days after the date of the termination of Executive’s employment, the amount of the Accrued Obligations. Executive will not be entitled to any Severance Benefits. As used hereinother salary, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglectedbenefits, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, bonuses or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if compensation after such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticedate.
Appears in 1 contract
Sources: Executive Employment Agreement (Advanced Cell Technology, Inc.)
Cause. In addition The Company has the right to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to ExecutiveCause, and Executive such termination will not be entitled to any Severance Benefitsa breach of this Agreement by the Company. As used herein, “Cause” means any termination of employment for one of the followingfollowing reasons: (i) the conviction of Executive by a federal or state court of competent jurisdiction to a felony which relates to Executive’s employment at the Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that an act or acts of dishonesty taken by Executive has otherwise materially violated and intended to result in substantial personal enrichment of Executive at the expense of the Company or any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect affiliate; or subsequently promulgated or revised; (iii) Executive’s conviction for“willful” failure to follow a direct, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, and lawful written directive from the ability of Chief Executive to provide the Services, or any Officer of the other Company Parties delivered to the Executive which specifically identifies the manner in which the Chief Executive Officer believes the Executive has not performed within the reasonable scope of Executive’s duties, which failure is not cured within thirty (as defined below30) days. For purposes of this Section 5(c); (iv) any , 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 of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (was in Company’s reasonable judgment) may harm or embarrass, Company or any the best interest of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect the unwillingness of Executive to clauses 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 Agreement unless and until there shall have been delivered to him a copy of a resolution, duly adopted by a vote of three-fourths (i) and (ii3/4) of this Section, if 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 a willful failure to perform or violation is susceptible to cure, Company may not terminate Executive’s employment such willful misconduct as justifies termination for Cause unless Company provides Executive with written notice specifying such breach or violationhereunder, finding that, in reasonable detailthe good faith opinion of the Board, Executive has been guilty thereof, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that specifying the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeparticulars thereof.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate event Executive’s employment is terminated for Cause Cause, the Company shall be released from any and all further obligations under this Agreement subject to the provisions of Section 13 herein concerning Arbitration of disputes, except the Company shall be obligated to pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Termination Date (as defined any vested retirement benefits of Executive shall be payable in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefitsaccordance with such plans). As used herein, Termination by the Company for “Cause” means any of the following: shall mean (i) CompanyExecutive’s determination that Executive has materially neglectedconviction by a court (or plea of guilty, failedno contest, deferred adjudication or probation) of, to, or refused to render the Services for a felony, or perform any crime involving theft, fraud, dishonesty, embezzlement, or any other material duties crime which involves immoral conduct or obligations under this Agreementactions likely to harm the reputation of the Company, whether or not committed in the course of performing services for the Company; (ii) Executive’s breach of any fiduciary duty to the Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, material act(s) or entry of a plea of no contest omission(s) taken by Executive in connection with respect to, any felony, crime of moral turpitude, his employment which are dishonest or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below)fraudulent; (iv) the commission by Executive of any act material actions in violation of the written rules, policies, ethical standards or omission codes of conduct of the Company or Affiliates, conduct by Executive involving fraud, theft, dishonesty, disloyaltythat is insubordinate or involves repeated absenteeism, or illegality with respect toExecutive’s performance of his duties hereunder which is deemed to be unsatisfactory job performance either in the manner of fulfillment of such duties or the results achieved, but only after written warning to Executive advising him of the deficiencies in job performance and/or objectives and describing the improvement needed; (v) conduct by Executive giving rise to a claim by another employee of unlawful harassment or discrimination, which claim, after a complete and diligent investigation, would lead a reasonable person to conclude that Executive has violated state or federal discrimination laws, in a manner which would reasonably and customarily require the discharge of an executive employee; (vi) conduct by Executive, or Executive’s failure to act giving rise to Legitimate Claims by any persons that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, the Company or any of its subsidiaries is in violation of any federal, state or local civil or criminal statute or act (the other term “Legitimate Claims” shall mean conduct by the Executive, or Executive’s failure to act, undertaken in dereliction of his duties, gross negligence or without a good-faith belief in the lawfulness of such action resulting in any claims, allegations or assertions which, in the reasonable opinion of the Company Parties(after a diligent investigation of the facts), have substantial merit and which would reasonably and customarily require the discharge of an executive employee; (vii) Executive’s disregard of the lawful and reasonable directives of the CEO or Board communicated to Executive; (viii) Executive’s failure to maintain the privacy of Confidential Information of the Company or Affiliates except for such disclosure in connection with the good faith performance of Executive’s duties or as may be required by subpoena or in connection with any allegation of wrongdoing; (ix) a breach by Executive of any covenant or agreement between Executive and the Company set forth in Sections 4 and 5 hereof; or (vx) any act the Company is temporarily or omission of Executive constituting the knowing or intentional violation of applicable law with respect topermanently enjoined from employing Executive, or a court otherwise orders the Company to cease employing Executive, or the Company determines in its reasonable discretion that ▇▇▇▇▇ or embarrasses or (it is in Company’s reasonable judgment) may harm or embarrass, Company or any the best interests of the other Company Parties; providedand/or its employees, officers or directors that Executive’s employment with the Company be terminated due to restrictions or covenants to which Executive agreed with a prior entity which is likely to impact Executive’s ability to timely perform his duties herein on behalf of the Company. Provided, however, that with respect to the Company shall not terminate the employment of the Executive as a result of the alleged events described in clauses (iiv) and or (iivii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause above unless the Company provides the Executive with written notice specifying such breach or violation, in reasonable detail, and the Executive thereafter fails to cure or remedy such breach or violation event (if in the reasonable determination of the Company such matters are curable), within fifteen thirty (1530) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.
Appears in 1 contract
Sources: Employment Agreement (Del Frisco's Restaurant Group, Inc.)
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion The Company may terminate the Executive’s employment hereunder for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance BenefitsCause. As used herein, “Cause” means any of the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision For purposes of this Agreement, includingthe Company shall have “Cause” to terminate the Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), without limitationor the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of Company policies regarding drugs and alcoholfiduciary duty, discriminationdishonesty, harassmentmisappropriation or other act that causes material damage to the Company’s property or business, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of time would become a Disability, (iv) admission or conviction forof, or entry of a plea of no contest with respect nolo contendere to, any felonycrime that, crime in the reasonable judgment of moral turpitudethe Board, or other crime that adversely affects or (in the Company’s reputation or the Executive’s ability to carry out the obligations of his employment, (v) failure to reasonably cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding, after notice thereof from the Board to the Executive and a reasonable judgment) may adversely affect Company, opportunity for the ability of Executive to provide the Servicescure such non-cooperation or, or any of the other Company Parties (as defined below); (ivvi) any act or omission by in violation or disregard of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in the Company’s reasonable judgment) may harm or embarrasspolicies, Company or any including but not limited to the harassment and discrimination policies and Standards of Conduct of the other Company Parties; then in effect, in such a manner as to cause significant loss, damage or (v) any act injury to the property, reputation or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any employees of the other Company Parties; providedCompany. In addition, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate the Executive’s employment shall be deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company provides Executive with written notice specifying such breach shall be conclusively presumed to be done, or violationomitted to be done, in reasonable detail, good faith and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt in the best interests of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeCompany.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined Wherever reference is made in this Section) effective immediately upon delivery of written notice Agreement to Executive, and Executive will not be entitled to any Severance Benefits. As used hereintermination being with or without Cause, “Cause” means any of the following: shall mean (i) Company’s determination that the Executive has materially neglected, failed, repeatedly refuses or refused fails to render the Services or perform any other material of her duties and responsibilities as determined from time to time by the Board or obligations under this Agreement; (ii) Company’s determination that the Chief Executive has otherwise materially violated any provision of this AgreementOfficer, including, without limitationlimitation (a) the Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Board or the Chief Executive Officer following thirty (30) days’ written notice from the Company of such alleged fault and (b) the Executive’s refusal to comply with any lawful directive or policy of the Board which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, violation that the Company shall not be required to give the Executive more than two cure periods with respect to this clause (i), (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful misconduct or gross negligence in the performance of Company policies regarding drugs and alcoholher duties, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) the Executive commits a material act of fraud, personal dishonesty or misappropriation relating to the Company or Holdings, (iv) the Executive commits a material act of dishonesty, embezzlement, unauthorized use or disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (v) a breach by the Executive of a material provision of this Agreement or any other written agreement with the Company, (vi) the Executive’s indictment for or conviction for, (or the entry of a plea of no contest with respect to, a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any felony, crime of misdemeanor involving material dishonesty or moral turpitudeturpitude or (vii) the Executive’s habitual or repeated misuse of, or other crime that adversely affects habitual or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any repeated performance of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach duties under the influence of, alcohol or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticecontrolled substances.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in For purposes of this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used hereinAgreement, “Cause” means any will mean:
i. Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the following: (i) CompanyBoard which describes in reasonable detail the basis for the Board’s determination belief that Executive has materially neglectednot substantially performed his duties and provides Executive the opportunity to present to the Board his good faith reasons for not so performing and, failedif the Board does not agree with such reasons, with thirty (30) days to take corrective action;
ii. Executive’s conviction of, or refused plea of nolo contendere to, a felony;
iii. A breach of any fiduciary duty owed to render the Services Company by Executive;
iv. Executive being found individually liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability);
v. Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or
vi. Executive’s disqualification or bar by any U.S, governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any U.S. governmental or self-regulatory license that is reasonably necessary for Executive to perform any other material duties or obligations his responsibilities to the Company under this Agreement; , if (iiA) Company’s determination the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that Executive has otherwise materially violated period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any provision of this Agreementdisqualification, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect bar or subsequently promulgated or revised; (iii) loss continues during Executive’s conviction foremployment, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (Executive will serve in Company’s reasonable judgment) may adversely affect Company, the ability of Executive capacity contemplated by this Agreement to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Sectionwhatever extent legally permissible and, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides is not permissible, Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails will be placed on leave (which will be paid to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeextent legally permissible).
Appears in 1 contract
Sources: Employment Agreement (Inhibikase Therapeutics, Inc.)
Cause. In addition By the Company, for Cause, but only upon a vote of a majority of the entire Board (or such other vote required pursuant to the By-Laws) at a meeting duly called and held at which Executive shall have the right to be present and be heard. The term “Cause” means (i) a determination by a court of competent jurisdiction that the Executive has committed any other rights act of fraud or remedies available embezzlement in respect of the Company or its funds, properties or assets; (ii) conviction of a felony relating to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment actions as an executive of the Company under the laws of the United States or any state thereof (provided that all rights of appeal have been exercised or have lapsed) unless such acts were committed in the reasonable, good faith belief that his actions were in the best interests of the Company and its stockholders and would not violate criminal law; (iii) willful misconduct or gross negligence by the Executive in connection with the performance of his duties that has caused or is highly likely to cause severe harm to the Company; or (iv) intentional dishonesty by the Executive in the performance of his duties hereunder which has a material adverse effect on the Company. In the case of any termination for Cause Cause, the Company shall provide the Executive with a Notice of Termination (as defined in this SectionSection 6) effective immediately upon delivery of giving the Executive at least thirty (30) days written notice of its intent to Executive, terminate this Agreement and Executive will not be entitled to any Severance Benefitshis employment. As used herein, “Cause” means any The Notice of Termination shall specify (x) the following: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision effective date of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) his termination and (iiy) of this Section, if the particular acts or circumstances that constitute Cause for such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides termination. The Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation shall be given the opportunity within fifteen (15) days after receipt of receiving the notice to explain why Cause does not exist or to cure any basis for Cause. Within fifteen (15) days after any such notice; provided furtherexplanation or cure, the Company will make its final determination regarding whether Cause exists and deliver such determination to the Executive in writing. If the final decision is that Cause exists and no cure has occurred, the Board of Executive’s employment with the Company shall have be terminated for Cause as of the sole discretion to determine whether such a breach Date of Termination (as defined in Section 6) specified in the Notice of Termination. If the final decision is that Cause does not exist or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticehas occurred, the Executive’s employment with the Company shall not be terminated for Cause at that time.
Appears in 1 contract
Cause. In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” means any of the following: will mean (i) any act of dishonesty or fraud taken by Executive in connection with his or her responsibilities as an employee other than immaterial, inadvertent acts that are promptly remedied by Executive following notice by the Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Executive’s breach of the fiduciary duty or duty of loyalty owed to the Company, or material breach of the duty to protect the Company’s determination that Executive has otherwise materially violated any provision of this Agreementconfidential and proprietary information, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect tonolo contendere to a felony or to a crime involving fraud, embezzlement, misappropriation of funds or any felony, crime other act of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act Executive’s gross negligence or omission willful misconduct in the performance of Executive involving fraudhis or her duties, theft, dishonesty, disloyalty(v) Executive’s material breach of this Agreement or a written policy of the Company; (vi) Executive’s engagement in conduct or activities that result, or illegality with respect toare reasonably likely to result, in negative publicity or that ▇▇▇▇▇ public disrespect, contempt or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any ridicule of the other Company PartiesCompany; (vii) Executive’s failure to abide by the lawful and reasonable directives of the Company; (viii) Executive’s repeated failure to materially perform the primary duties of Executive’s position; or (vix) Executive’s death or absence from work due to a disability for a period in excess of ninety (90) days in any act or omission of Executive constituting twelve month period that qualifies for benefits under the knowing or intentional violation of applicable law with respect to, or that ▇▇▇▇▇ or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; long-term disability program provided, however, that with respect that: a termination of the Executive’s employment pursuant to clauses clause (ivii) and or clause (iiviii) of this Section, if such Section shall not be deemed a termination for “Cause” unless the Company notifies Executive in writing of the alleged failure or breach or violation is susceptible to cure, that the Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detailclaims constitutes Cause, and Executive fails to substantially cure such failure or remedy such breach or violation within fifteen thirty (1530) days after receipt of such notice; and provided further, however, that clauses (vii) and (viii) of this Section shall not apply during the Board pendency of Company shall have the sole discretion to determine whether a Change of Control Period and therefore no termination for Cause may be made under such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following noticeclauses during any such period.
Appears in 1 contract
Sources: Change of Control and Severance Agreement (Nuance Communications, Inc.)