Good Cause Sample Clauses

Good Cause. The Department will make the determination of good cause by providing written consent to the consultant after evaluating the consultant’s good cause to terminate or substitute a DBE firm. Good cause for this purpose includes the following in relation to the listed DBE subconsultant: (1) Fails or refuses to execute a written contract. (2) Fails or refuses to perform the work of its subcontract in a way consistent with normal industry practice standards. However, good cause does not exist if the failure or refusal of the DBE subconsultant to perform its work on the subcontract results from the bad faith or discriminatory action of the prime consultant. (3) Fails or refuses to meet the prime consultant’s reasonable, nondiscriminatory insurance/bond requirements. (4) Becomes bankrupt, insolvent, or exhibits credit unworthiness. (5) Is ineligible to work on public works projects because of suspension and debarment proceedings pursuant to federal or state law. (6) Is not a responsible consultant. (7) Voluntarily withdraws from the project and provides written notice of its withdrawal to the Department. (8) Is ineligible to receive DBE credit for the type of work required by its NAICS code. (9) A DBE owner dies or becomes disabled with the result that the firm is unable to complete its work on the contract. (10) Other documented good cause that the Department determines compels the termination or substitution of the DBE subconsultant. If good cause is determined, the Department will notify the Consultant of the decision and necessary modifications to the contract can be made.

Good Cause. As used in this Agreement “good cause” for Executive to terminate his employment shall be deemed to exist if Executive voluntarily terminates employment within 24 months of a Change-of-Control for any of the following reasons: 1. Without Executive’s express prior written consent, Executive is assigned duties materially inconsistent with and of a diminished nature from Executive’s position, duties, responsibilities, or status with the Company, which substantially varies from that which existed immediately prior to such Change-of-Control. 2. Without Executive’s express prior written consent, Executive experiences a change in his reporting level, titles, or business location (of more than 50 miles from Executive’s current business location or residence whichever is closer to the new business location) which substantially varies from that which existed immediately prior to the Change-of-Control; except that if Executive is not located at the Company’s corporate headquarters in California, a relocation to the Company’s corporate headquarters in California shall not be deemed a substantial variation, unless Executive’s reporting level or title is also substantially varied. 3. Without Executive’s express prior written consent, Executive is removed from any position held immediately prior to the Change-of-Control, or if Executive fails to obtain reelection to any position held immediately prior to the Change-of-Control, which removal or failure to reelect is not directly related to Executive’s incapacity or disability, habitual neglect, gross misconduct or death. 4. Without Executive’s express prior written consent, Executive experiences a reduction in salary of more than 10 percent below that which existed immediately prior to the Change-of-Control. 5. Without Executive’s express prior written consent, Executive experiences an elimination or reduction of any employee benefit, business expense reimbursement or allotment, incentive bonus program, or any other manner or form of compensation available to Executive immediately prior to the Change-of-Control and such change is not otherwise applied to others in the Company with Executive’s position or title. 6. The Company fails to obtain from any successor, before the succession takes place, a written commitment obligating the successor to perform this Agreement in accordance with all of its terms and conditions. 7. The Company or any successor thereto purports to terminate Executive pursuant to Section 4.4 without fi...

Good Cause. Non-probationary employees shall not be discharged except for good and sufficient cause such as dishonesty, insubordination, incompetency, intoxication, unbecoming conduct or failure to perform work as required. Age, sex, creed, or color shall not be grounds for the termination of an otherwise qualified employee.

Good Cause. The Company may terminate the Agreement for good cause by providing a written notice to Employee not less than ten (10) days prior to the Date of Termination. “Good Cause” shall be: (1) Employee’s material and irreparable breach of this Agreement; (2) Employee’s gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of the written notice of same) of any of Employee’s material duties and responsibilities hereunder; (3) Employee’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (4) Employee’s conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.

Good Cause. TSI may terminate the Agreement ten (10) days after delivery of written notice to Employee for good cause, which shall be: (1) Employee's willful, material and irreparable breach of this Agreement; (2) Employee's gross negligence in the performance or intentional nonperformance continuing for ten (10) days after receipt of written notice of need to cure of any of Employee's material duties and responsibilities hereunder; (3) Employee's willful dishonesty, fraud or misconduct with respect to the business or affairs of TSI which materially and adversely affects the operations or reputation of TSI; (4) Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.

Good Cause. For purposes of this Agreement, a termination shall be for “Good Cause” if Employee, in the subjective, good faith opinion of Employer, shall: (a) Commit an act of fraud, moral turpitude, misappropriation of funds or embezzlement in connection with his duties; (b) Breach Employee’s fiduciary duty to Employer, including, but not limited to, acts of self-dealing (whether or not for personal profit); ▇▇▇ ▇▇▇▇▇▇– Employment Agreement (c) Materially breach this Agreement, the Confidentiality Agreement (defined below), or Employer’s written Codes of Ethics as adopted by the Board; (d) Willfully, recklessly or negligently violate any material provision of Employer’s written Employee Handbook, or any applicable state or federal law or regulation; (e) Fail or refuse (whether willfully, recklessly or negligently) to materially comply with all relevant and material obligations, assumable and personally chargeable to an executive of his corporate rank and responsibilities, under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the regulations of the Securities and Exchange Commission promulgated thereunder (for avoidance of doubt any failure by the Company to comply with foregoing laws and regulations shall not be imputed on to Employee for purposes of this provision); (f) Fail to or refuse to (whether willfully, recklessly or negligently) to perform the responsibilities and duties specified herein (other than a failure caused by temporary disability and provided further that the mere failure to achieve certain goals or objectives (provided Employee has attempted in good faith to achieve such goals and objectives) shall not constitute Good Cause); (g) Be convicted of, or enter a plea of guilty or no contest to, a felony or misdemeanor under state or federal law in a court of competent jurisdiction, other than a traffic violation or misdemeanor not involving dishonesty or moral turpitude; (h) Become listed on the federal debarment list prohibiting participation in Medicare or Medicaid; or (i) Fail to return any compensation amount required to be clawed back or returned to Employer by application of any applicable law or regulation. The foregoing is an exhaustive list of the items that constitute Cause under this Agreement. Notwithstanding the foregoing, other than with respect to clause (g), “Good Cause” shall only be found to exist if, prior to Employee’s termination and within ninety (90) days after the Company’s initial awareness of an event of Good Cause, Employer has provided written n...

Good Cause. For purposes hereof, a termination by the Company for “Good Cause” shall mean termination by action of the Company because of (i) Employee’s material and willful theft or misuse of the Company’s property or time; materially and willfully falsifying any document or making any false or misleading statements relating to Employee’s employment with the Company; commission, conviction of or the entry of a plea of nolo contendere by Employee of any felony (whether or not involving the Company or any of its subsidiaries), including, without limitation, those involving dishonesty or moral turpitude; commission, conviction of or the entry of a plea of nolo contendere by Employee of any misdemeanor (whether or not involving the Company or any of its subsidiaries), involving dishonesty, moral turpitude, or affecting performance of the job; or breach by Employee of his/her obligations under this Agreement, as reasonably determined by the Board in its discretion, (ii) fraud, dishonesty, misconduct or embezzlement on the part of Employee as reasonably determined by the Board in its discretion, (iii) refusal or continuing failure to attempt, other than by reason of disability as defined below, to follow the lawful directions of the senior officers or the Board of Directors of the Company as reasonably determined by the Board in its discretion, (iv) willful violation of any material policy of the Company or material agreement with the Company as reasonably determined by the Board in its discretion, (v) breach of, negligence with respect to, or the failure or refusal by Employee to perform and discharge his/her duties, responsibilities or obligations under this Agreement or as defined by the Company as reasonably determined by the Board in its discretion, that is not corrected within 30 days following written notice thereof to Employee by the Company as reasonably determined by the Board in its discretion, (vi) discriminatory or harassing behavior, whether or not illegal under State, federal or local law, which the Board in its discretion reasonably determines violates Company policy, or (vii) other conduct that may be materially detrimental to the best interests of the Company or any affiliate thereof as reasonably determined by the Board in its discretion.

Good Cause. The Company may terminate the Agreement ten (10) days after written notice to Employee for good cause, which shall be: (1) Employee's material and irreparable breach of this Agreement; (2) Employee's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of the written notice) of any of Employee's material duties and responsibilities hereunder; (3) Employee's dishonesty, fraud or misconduct with respect to the business or affairs of the Company which materially and adversely affects the operations or reputation of the Company; (4) Employee's conviction of a felony crime; or (5) chronic alcohol abuse or illegal drug abuse by Employee. In the event of a termination for good cause, as enumerated above, Employee shall have no right to any severance compensation.

Good Cause. The Company may terminate the Agreement ten (10) days after written notice to Executive for good cause, which shall be: (1) Executive's willful, material and irreparable breach of this Agreement; (2) Executive's gross negligence in the performance or intentional nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of Executive's material duties and responsibilities hereunder; (3) Executive's willful dishonesty, fraud or misconduct with respect to the business or affairs of the Company or Metals which materially and adversely affects the operations or reputation of the Company or Metals; (4) Executive's conviction of a felony crime; or (5) confirmed positive drug test result. In the event of a termination for good cause, Executive shall have no right to any severance compensation.